Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 18, 2023

The Growth for Good Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41149		66-0987010
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12 E 49th Street, 11th Floor

New York, NY 10017

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 655-7596

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, on right and one-half of one redeemable warrant	GFGDU	The NASDAQ Stock Market LLC

Class A ordinary shares, par value $0.0001 per share	GFGD	The NASDAQ Stock Market LLC

Right to acquire one-sixteenth of one Class A ordinary share	GFGDR	The NASDAQ Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	GFGDW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

Amendment to Sponsor Support Agreement

As previously announced, on March 7, 2023, The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (“G4G” and after the domestication “New ZeroNox”), in connection with its proposed business combination (the “Business Combination”) with Zero Nox, Inc., a Wyoming corporation (“ZeroNox”), entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among, ZeroNox, G4G, G4G Sponsor LLC, a Delaware limited liability company (the “Sponsor Holdco”), and the other parties thereto (collectively with the Sponsor Holdco, the “Sponsors”) entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, each Sponsor agreed to, among other things, vote in favor of the Agreement and Plan of Merger, dated March 7, 2023, by and among ZeroNox, G4G and G4G Merger Sub Inc. a Delaware corporation and a direct wholly owned subsidiary of G4G (the “Merger Agreement”), and the Business Combination, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Sponsor Support Agreement.

On August 17, 2023, the parties to the Sponsor Support Agreement entered into an Amendment to the Sponsor Support Agreement (the “Amendment”). Pursuant to the Amendment, the parties agreed that each Sponsor will forfeit up to 1,000,000 Redemption Forfeited Shares, subject to certain levels of Acquiror Share Redemption (as defined in the Merger Agreement), unless the parties to the Sponsor Support Agreement mutually agree that any or all Redemption Forfeited Shares will be used in a different manner in connection with redemption mitigation efforts, as provided pursuant to the Sponsor Support Agreement, as amended.

Each Sponsor further agreed that the applicable Deferral Pool Lock-Up Shares that have not previously been released will immediately and automatically be released upon the consummation of a Change in Control if the consideration paid per Outstanding Acquiror Share on a fully diluted basis in such Change in Control transaction exceeds the applicable release price, as provided pursuant to the Sponsor Support Agreement, as amended.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

Series A Preferred Stock of New ZeroNox

If approved by the shareholders at the extraordinary general meeting (the “Meeting”), the Certificate of Incorporation of New ZeroNox, a form of which attached as Annex D to the proxy statement/prospectus, will provide for 25,000,000 shares of preferred stock, having a par value of $0.0001 per share (the “Series A Preferred Stock”). As disclosed in the proxy statement/prospectus, the Board of New ZeroNox will have the authority to issue shares of New ZeroNox preferred stock in one or more series, to fix for each such series such voting powers, designations, preferences, qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, redemption privileges and liquidation preferences for the issue of such series, without further action from the shareholders. It is currently anticipated that upon closing of the Business Combination, the New ZeroNox Board will file a Certificate of Designations for Series A Preferred Stock (“Certificate of Designations”) with a stated value equal to $10.00 (“Stated Value”).

Conversion Rights

Each share of Series A Preferred Stock shall be convertible, at any time and from time to time at the option of the holder, into that number of shares of New ZeroNox common stock, par value $0.0001 per share (the “Common Stock”) determined by dividing the Stated Value of such share of Series A Preferred Stock by the conversion price of $10.00 per share, subject to customary adjustments.

Voting Rights

The holders of shares of Series A Preferred Stock will be entitled to vote, together with the holders of shares of Common Stock and not separately as a class, on all matters upon which holders of shares of Common Stock have the right to vote. The holders of shares of Series A Preferred Stock will be entitled to two votes for each share of Common Stock that such share of Series A Preferred Stock would otherwise be convertible into on the record date for the determination of the stockholders entitled to vote.

Redemption Rights

For a period of 12 months from the filing of the Certificate of Designations, the issued and outstanding shares of Series A Preferred Stock shall be redeemable in full, or in part, at any time and from time to time, in the sole discretion and election of New ZeroNox for an aggregate amount equal to $10.00 per share of Series A Preferred Stock redeemed.

Dividend Rights

The Series A Preferred Stock will not be entitled to dividends unless New ZeroNox pays dividends (whether in cash or other property) to holders of outstanding shares of Common Stock. The Series A Preferred Stock shall, with respect to dividend rights and rights upon liquidation, dissolution or winding-up of New ZeroNox, rank senior to the Common Stock.

Liquidation Preference

In the event of any liquidation, dissolution or winding-up of New ZeroNox, whether voluntary or involuntary, before any payment or distribution of New ZeroNox’s property or assets (whether capital or surplus) shall be made to or set apart for the holders of Common Stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of New ZeroNox an amount equal to the Stated Value, for each share of Series A Preferred Stock before any distribution or payment shall be made to the holders of Common Stock.

A copy of the form of Certificate of Designations is filed as Exhibit 10.2 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01. The foregoing summary of the terms of the Certificate of Designations is subject to, and qualified in its entirety, by the full text of such document.

Note Conversion to Series A Preferred Stock of New ZeroNox

Central Valley Farms LP (“Central Valley”) which is owned by one of ZeroNox’s directors, Kelley Ivancovich, has made various loans to ZeroNox and currently holds promissory notes in the aggregate principal amount of $2,437,838.82. Premier Trailer Manufacturing, Inc. (“Premier Trailer”), which is owned by one of ZeroNox’s directors, Eugene Arthur Cuelho, Jr., has made loans to ZeroNox and currently holds promissory notes in the aggregate principal amount of $6,640,000. On August 18, 2023, G4G, ZeroNox, Central Valley and Premier Trailer entered into a Note Conversion Agreement (“Note Conversion Agreement”) pursuant to which (i) Central Valley has agreed to convert the entire $2,437,838.82 aggregate principal amount of the promissory notes it holds to 243,784 shares of the newly designated Series A Preferred Stock of New ZeroNox; and (ii) Premier Trailer has agreed to convert the entire $6,640,000 aggregate principal amount of promissory notes to 664,000 shares of the newly designated Series A Preferred Stock of New ZeroNox, at $10.00 per share upon the closing of the Business Combination. Except for the payment of the unpaid and accrued interests on these promissory notes in an aggregate amount of $672,451.17 which will become due and payable in cash on the 30th calendar day from the date of the Note Conversion Agreement, all obligations of ZeroNox arising out of or related to these promissory notes will be cancelled, terminated and deemed paid in full, subject only to the consummation of Business Combination and the issuance of the Series A Preferred Stock pursuant to the Note Conversion Agreement.

A copy of the Note Conversion Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01. The foregoing summary of the terms of the Note Conversion Agreement is subject to, and qualified in its entirety, by the full text of such document.

Subscription Agreements

On August 18, 2023, ZeroNox and Brilliant in Excellence (UK) Limited (the “BIE”) entered into a Sponsorship Agreement (the “Sponsorship Agreement”) pursuant to which ZeroNox will acquire, and the Team will grant ZeroNox, a sponsorship package and certain rights, including the right to have ZeroNox’ name, logo and other marks displayed on the Team’s race cars at the FIA Formula E World Championship for a total fee of $1,980,000 (“Sponsorship Fee”).

Pursuant to a subscription agreement by and between G4G and BIE dated August 18, 2023 (the “NIO 333 Subscription Agreement”), BIE has agreed to subscribe for, and G4G has agreed to sell and issue to BIE, 198,000 shares of Common Stock of New ZeroNox at $10.00 per share in a private placement upon closing of the Business Combination. It is anticipated that the aggregate subscription amount of $1,980,000 will be used to pay for the Sponsorship Fee pursuant to the Sponsorship Agreement, resulting in no net cash payment to be received by New ZeroNox pursuant to the NIO 333 Subscription Agreement.

Pursuant to a subscription agreement by and between G4G and Premier Trailer dated August 18, 2023 (the “Premier Trailer Subscription Agreement”), Premier Trailer has agreed to subscribe for, and G4G has agreed to sell and issue to Premier Trailer, 300,000 shares of Common Stock of New ZeroNox at $10.00 per share in a private placement upon closing of the Business Combination. It is anticipated that the aggregate subscription amount of $3,000,000 will be used to pay for ZeroNox’s future purchases of Premier Trailer’s equipment, trailers, and other products, resulting in no net cash payment to be received by New ZeroNox pursuant to the Premier Trailer Subscription Agreement.

Within 60 calendar days after the consummation of the Business Combination, New ZeroNox will be required to file a registration statement with the SEC for the resale of the shares sold pursuant to each of the the NIO 333 Subscription Agreement and the Premier Trailer Subscription Agreement.

Each of the NIO 333 Subscription Agreement and the Premier Trailer Subscription Agreement will terminate with no further force and effect (x) upon the earliest to occur of: (i) such date and time as the Merger Agreement is terminated in accordance with its terms, (ii) the mutual written agreement of the parties to such Subscription Agreement and (iii) the Agreement End Date (as defined in the Merger Agreement) if the closing of the transactions contemplated by such Subscription Agreement has not occurred by such date; or (y) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied or waived, or are not capable of being satisfied, on or prior to the closing of the transactions contemplated therein and, as a result thereof, such transactions fail to occur.

A form of the subscription agreement and a copy of the Sponsorship Agreement are filed as Exhibit 10.4 and 10.5, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference into this Item 1.01. The foregoing summaries of the terms of the Sponsorship Agreement, the NIO 333 Subscription Agreement and the Premier Trailer Subscription Agreement are subject to, and qualified in their entireties, by the full text of such documents.

Item 8.01

Other Events.

On August 18, 2023, G4G issued a press release announcing that the Meeting, originally scheduled for August 23, 2023, is being postponed to August 28, 2023. As a result of this change, the Meeting will now be held at 10 a.m., Eastern Time, on August 28, 2023. Also, as a result of this change, the date and time by which shareholders seeking to exercise redemption rights in the manner described in the G4G’s definitive proxy statement dated August 2, 2023, is being extended to 5:00 p.m., Eastern Time, on August 24, 2023 (two business days before the Meeting). G4G plans to continue to solicit proxies from shareholder during the period prior to the Meeting. Only the holders of G4G’s common stock as of the close of business on July 10, 2023, the record date for the Meeting, are entitled to vote at the Meeting.”

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between The Growth for Good Acquisition Corporation (“G4G”) and Zero Nox, Inc. (“ZeroNox”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) actual market adoption and growth rates of electrification technologies for commercial and industrial vehicles; (ii) ZeroNox’s ability to convert trial deployments with truck fleets into sales orders; (iii) delays in design, manufacturing and wide-spread deployment of ZeroNox’s products and technologies; (iv) failure of ZeroNox’s products to perform as expected or any product recalls; (v) ZeroNox’s ability to expand its relationships with OEMs and fleet owners, and its distribution network; (vi) ZeroNox’s ability to develop vehicles of sufficient quality and appeal on schedule and on large scale; (vii) ZeroNox’s ability to raise capital as needed; (viii) management’s ability to manage growth; (ix) the macroeconomic conditions and challenges in the markets in which ZeroNox operates; (x) the effects of increased competition in the electrification technology business; (xi) ZeroNox’s ability to defend against any intellectual property infringement or misappropriation claims; (xii) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of G4G’s securities, (xiii) the risk that the transaction may not be completed by G4G’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by G4G, (xiv) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of G4G and the receipt of certain governmental and regulatory approvals, (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (xvi) the effect of the announcement or pendency of the transaction on ZeroNox’s business relationships, operating results and business generally, (xvii) risks that the proposed transaction disrupts current plans and operations of ZeroNox and potential difficulties in ZeroNox employee retention as a result of the transaction, (xviii) the outcome of any legal proceedings that may be instituted against ZeroNox or against G4G related to the Merger Agreement or the proposed transaction, (xix) the ability to maintain the listing of G4G’s securities on a national securities exchange, (xx) the price of G4G’s securities may be volatile due to a variety of factors, including changes in the competitive industries in which G4G plans to operate or ZeroNox operates, variations in operating performance across competitors, changes in laws and regulations affecting G4G’s or ZeroNox’s business and changes in the combined capital structure, (xxi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xxii) the risk of downturns and a changing regulatory landscape. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of G4G’s registration on Form S-1 (File No. 333-261369), the definitive proxy statement/prospectus filed on August 2, 2023 and mailed to shareholders on or about August 3, 2023 discussed above and other documents filed by G4G from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and G4G and ZeroNox assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither G4G nor ZeroNox gives any assurance that either G4G or ZeroNox or the combined company will achieve its expectations.

Additional Information and Where to Find It

In connection with the proposed transaction, G4G filed the Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”) on April 7, 2023, which includes a document that serves as a prospectus and a proxy statement of G4G, referred to as a “proxy statement/prospectus.” The definitive proxy statement/prospectus was filed on August 2, 2023 and mailed to shareholders on or about August 3, 2023. G4G may also file other relevant documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF G4G ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus (if and when available) and all other relevant documents that are filed or that will be filed with the SEC by G4G through the website maintained by the SEC at www.sec.gov. The documents filed by G4G with the SEC also may be obtained by contacting G4G at 12 E 49th Street, 11th Floor, New York, NY 10017, or by calling (646) 655-7596.

Participants in Solicitation

G4G and ZeroNox and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from G4G’s shareholders in connection with the proposed transaction. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transactions. You may obtain a free copy of these documents as described in the preceding paragraph.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

10.1		Amendment to Sponsor Support Agreement, dated as of August 17, 2023, by and among Zero Nox, Inc., The Growth for Good Acquisition Corporation, G4G Sponsor LLC and each of the parties set forth on the signature pages thereto.

10.2		Form of Certificate of Designations of ZeroNox Holdings, Inc.

10.3		Note Conversion Agreement, dated as of August 18, 2023, by and among The Growth for Good Acquisition Corporation, Zero Nox, Inc, Central Valley Farms LP and Premier Trailer Manufacturing, Inc.

10.4		Form of Subscription Agreement.

10.5		Sponsorship Agreement, dated as of August 18, 2023, by and between Zero Nox, Inc. and Brilliant in Excellence (UK) Limited.

99.1		Press Release, dated August 18, 2023

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The Growth for Good Acquisition Corporation

	By:	/s/ Yana Watson Kakar
		Name:	Yana Watson Kakar
		Title:	Chief Executive Officer (Principal Executive Officer)

Dated: August 18, 2023

Exhibit 10.1

AMENDMENT

SPONSOR SUPPORT AGREEMENT

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.

RECITALS

WHEREAS, each of the Sponsors, Acquiror and the Company are party to the Agreement; and

WHEREAS, each of the Sponsors, Acquiror and the Company wish to amend the Agreement on the terms and conditions set forth in this Amendment as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Amendments to the Agreement.

The Agreement is amended by amending and restating Section 1.9(b) to read in its entirety as follows:

“(b) Each Sponsor further agrees that, effective as of and conditioned upon the Closing, the Sponsor Holdco shall irrevocably forfeit and surrender to Acquiror up to 1,000,000 additional Acquiror Class B Common Shares held by the Sponsor Holdco, together with all shares of Domesticated Acquiror Common Stock issued upon conversion thereof, including any securities paid as dividends or distributions with respect to or into which such shares are exchanged or converted (the “Redemption Forfeited Shares”), as follows, unless the parties to this Agreement mutually agree that any or all Redemption Forfeited Shares shall be used in a different manner in connection with redemption mitigation efforts:

(i) 1,000,000 Redemption Forfeited Shares shall be forfeited by the Sponsor Holdco if public shareholders of Acquiror holding 95% or more of Acquiror Class A Common Shares elect to effect an Acquiror Share Redemption prior to the Effective Time;

(ii) 750,000 Redemption Forfeited Shares shall be forfeited by the Sponsor Holdco if public shareholders of Acquiror holding 90% or more but less than 95% of Acquiror Class A Common Shares elect to effect an Acquiror Share Redemption prior to the Effective Time;

(iii) 250,000 Redemption Forfeited Shares shall be forfeited by the Sponsor Holdco if public shareholders of Acquiror holding more than 85% but less than 90% of Acquiror Class A Common Shares elect to effect an Acquiror Share Redemption prior to the Effective Time; and

(iv) No Redemption Forfeited Shares shall be forfeited by the Sponsor Holdco if public shareholders of Acquiror holding 85% or less of Acquiror Class A Common Shares elect to effect an Acquiror Share Redemption.

With respect to any Redemption Forfeited Shares forfeited in this Section 1.9(b), (i) the Sponsor Holdco shall cause all right, title and interest in and to such Redemption Forfeited Shares to be transferred to Acquiror without consideration, (ii) the Sponsor Holdco shall not have any rights with respect to such Redemption Forfeited Shares, and (iii) such Redemption Forfeited Shares shall thereupon be cancelled by Acquiror and no longer outstanding. Acquiror is authorized to deliver any notices required to be delivered to its transfer agent and take such further actions in order to terminate and cancel any Redemption Forfeited Shares that have been forfeited as provided in this Section 1.9(b).”

The Agreement is amended by amending and restating Section 1.10(g) to read in its entirety as follows:

“(g) Acceleration Event. If, on or before the fifth (5^th) anniversary of the Closing, there is a Change in Control pursuant to which the consideration paid per Outstanding Acquiror Share on a fully diluted basis in such Change in Control transaction exceeds the First Tranche Release Price, then 790,625 of the Deferral Pool Lock-Up Shares shall be deemed to constitute Released Lock-Up Shares immediately prior to the consummation of such Change in Control, and such Released Lock-Up Shares shall no longer be subject to any of the restrictions of this Section 1.10. If, on or before the fifth (5^th) anniversary of the Closing, there is a Change in Control pursuant to which the consideration paid per Outstanding Acquiror Share on a fully diluted basis in such Change in Control transaction exceeds the Second Tranche Release Price, then an additional 790,625 of the Deferral Pool Lock-Up Shares (for a total of 1,581,250 Deferral Pool Lock-Up Shares) shall be deemed to constitute Released Lock-Up Shares immediately prior to the consummation of such Change in Control, and such Released Lock-Up Shares shall no longer be subject to any of the restrictions of this Section 1.10. “Change in Control” means:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then outstanding shares of capital stock of Acquiror (the “Outstanding Acquiror Shares”), or (B) the combined voting power of the then outstanding voting securities of Acquiror entitled to vote generally in the election of directors (the “Outstanding Acquiror Voting Securities”), in each case, taking into account any options or other rights to acquire Outstanding Acquiror Shares or Outstanding Acquiror Voting Shares held by such Person;

(ii) consummation of an extraordinary transaction at Acquiror (including by way of reorganization, merger, amalgamation or consolidation), with or without approval by the shareholders of Acquiror, as applicable, in each case, unless, following such transaction, more than 50% of the then outstanding shares of common stock (or equivalent security) of the company resulting from such transaction and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of such securities immediately prior to such transaction in substantially the same proportions as their ownership immediately prior to such transaction;

(iii) consummation of a sale or other disposition of all or substantially all the assets of Acquiror to an entity that does not control, is not controlled by, and is not under common control with, Acquiror or an Affiliate, with or without approval by the shareholders of Acquiror; or

(iv) any other transaction whereby any Person obtains control over the direction of the affairs of Acquiror. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.”

2. Entire Agreement. This Amendment, together with the Agreement, embodies the entire agreement and understanding of the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings between the parties hereto and thereto with respect to such subject matter.

3. Reference to the Agreement. From and after the date of this Amendment, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar meaning referring to the Agreement, mean and are a reference to the Agreement as amended by this Amendment.

4. Counterparts. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile or e-mail of an electronic file will be equally as effective as delivery of an original executed counterpart of this Amendment.

5. No Other Modification. Except as expressly amended by the terms of this Amendment, all other terms of the Agreement remain unchanged and in full force and effect.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the Sponsors, Acquiror, and the Company have each caused this Amendment to Sponsor Support Agreement to be duly executed as of the date first written above.

	SPONSORS:

	G4G SPONSOR LLC

	By:	/s/ Rahul Kakar
		Name: Rahul Kakar
		Title: Managing Member

	By:	/s/ Yana Watson Kakar
		Name: Yana Watson Kakar
		Title: Managing Member

	By:	/s/ David Birnbaum
		Name: David Birnbaum
		Title: Managing Member

	/s/ Rahul Kakar
	Name: Rahul Kakar

	/s/ Alex Roetter
	Name: Alex Roetter

	/s/ Yana Watson Kakar
	Name: Yana Watson Kakar

	/s/ Isabelle Freidheim
	Name: Isabelle Freidheim

	/s/ Vikram Gandhi
	Name: Vikram Gandhi

	/s/ David Birnbaum
	Name: David Birnbaum

[Signature Page to Amendment to Sponsor Support Agreement]

	ACQUIROR:

	THE GROWTH FOR GOOD ACQUISITION CORPORATION

	By:	/s/ Yana Watson Kakar
		Name: Yana Watson Kakar
		Title: Chief Executive Officer

[Signature Page to Amendment to Sponsor Support Agreement]

	COMPANY:

	ZERO NOX, INC.

	By:	/s/ Vonn R. Christenson
		Name: Vonn R. Christenson
		Title: Chief Executive Officer

Exhibit 10.2

CERTIFICATE OF DESIGNATION

ZERONOX HOLDINGS, INC.

a Delaware corporation

(Pursuant to Section 151 of the

General Corporation Law of the State of Delaware)

ZeroNox Holdings, Inc., a Delaware corporation (the “Corporation”), does hereby certify that pursuant to the authority conferred upon the Corporation’s board of directors (together with any duly authorized committee thereof, the “Board of Directors”) by the provisions of the Corporation’s Certificate of Incorporation, which authorizes the issuance of up to 25,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), the following resolutions were duly adopted by the Board of Directors on August [•], 2023:

RESOLVED, that the issuance of shares of Preferred Stock is hereby authorized and the designations, powers, rights and preferences and qualifications, limitations or restrictions thereof are hereby fixed as follows:

SERIES A PREFERRED STOCK

Number and Designation. 907,784 shares of the Preferred Stock shall be designated as “Series A Preferred Stock” (the “Series A Preferred Stock”). Each share of Series A Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $10.00 (the “Stated Value”).

Rank. The Series A Preferred Stock shall, with respect to dividend rights and rights upon liquidation, dissolution or winding-up of the Corporation, rank:

senior to the Common Stock (as defined in Section 10), and to all other classes or series of capital stock of the Corporation, except for any such other class or series, the terms of which expressly provide that it ranks on a parity with the Series A Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding-up of the Corporation (together with any securities, options, warrants or other rights convertible into, exchangeable for or exercisable to acquire any such capital stock, the “Junior Securities”); and

on parity with each class or series of capital stock of the Corporation, the terms of which expressly provide that it ranks on parity with the Series A Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding-up of the Corporation (together with any securities, options, warrants or other rights convertible into, exchangeable for or exercisable to acquire any such capital stock, the “Parity Securities”).

Dividends. The Series A Preferred Stock will not be entitled to dividends unless the Corporation pays dividends (whether in cash or other property) to holders of outstanding shares of Common Stock. Holders of Series A Preferred Stock shall be entitled to receive, for each share of Series A Preferred Stock, when, as and if declared by the Board of Directors, to the fullest extent permitted by law to the same extent and on the same basis as and contemporaneously with dividends and distributions as declared by the Board of Directors with respect to shares of Common Stock in an amount equal to the product of (i) the number of shares of Common Stock that such share of Series A Preferred Stock would otherwise be convertible into pursuant to Section 5, on the record date for the dividend or distribution on the Common Stock, and (ii) the dividend or distribution payable on a share of the Common Stock. Dividends payable pursuant to this Section 3 shall be payable to the holders of record of shares of Series A Preferred Stock as they appear on the Corporation’s stock register at the close of business on the same record date as is applicable to the Common Stock, which shall be not more than 60 days before the applicable dividend payment date, as may be fixed by the Board of Directors. The Corporation shall provide 10 days prior written notice to the holders of Series A Preferred Stock of any applicable record date.

Liquidation Preference.

In the event of any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the Corporation’s property or assets (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of Series A Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, for each share of Series A Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein.

If, upon any liquidation, dissolution or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, distributable among the holders of Series A Preferred Stock and any Parity Securities are insufficient to pay in full the aggregate amount of the liquidation preference payable in respect of all outstanding shares of Series A Preferred Stock and Parity Securities, such assets or the proceeds thereof shall be distributed among the holders of the Series A Preferred Stock and Parity Securities ratably in proportion to the respective amounts of the liquidation preference that would be payable on such shares of Series A Preferred Stock and Parity Securities if all such amounts were paid in full.

Subject to the rights of the holders of any Parity Securities, after payment shall have been made in full to the holders of Series A Preferred Stock pursuant to this Section 4, the holders of Junior Securities shall be entitled to receive all remaining assets of the Corporation, subject to the respective terms applying thereto, in the same type of consideration that the holders of Series A Preferred Stock received pursuant to this Section 4.

Conversion Rights.

Each share of Series A Preferred Stock shall be convertible, at any time and from time to time from and after the date hereof at the option of the holder thereof, into that number of shares of Common Stock determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Series A Preferred Stock to be converted, the number of shares of Series A Preferred Stock owned prior to the conversion at issue, the number of shares of Series A Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable holder delivers Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Series A Preferred Stock, a holder shall not be required to surrender the certificate(s) representing the shares of Series A Preferred Stock to the Corporation unless all of the shares of Series A Preferred Stock represented thereby are so converted, in which case such holder shall deliver the certificate representing such shares of Series A Preferred Stock promptly following the Conversion Date at issue. Shares of Series A Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

The conversion price for the Series A Preferred Stock shall equal $10.00, subject to adjustment herein (the “Conversion Price”).

The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the holder (and the other holders of the Series A Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments of Section 6) upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Series A Preferred Stock. As to any fraction of a share which the holder would otherwise be entitled to purchase upon such conversion, the Corporation shall round up to the next whole share.

Certain Adjustments. The Conversion Price shall be subject to the adjustments set forth in this Section 6.

Stock Dividends and Stock Splits. If the Corporation, at any time while this Series A Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 6(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 6(a) above, if at any time the Corporation grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon a complete conversion of such holder’s Series A Preferred Stock, immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Pro Rata Distributions. During such time as this Series A Preferred Stock is outstanding, if the Corporation declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Series A Preferred Stock, then, in each such case, the holder shall be entitled to participate in such Distribution to the same extent that the holder would have participated therein if the holder had held the number of shares of Common Stock acquirable upon complete conversion of this Series A Preferred Stock immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.

Fundamental Transaction. If, at any time while any shares of Series A Preferred Stock are outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of the Series A Preferred Stock by the holder thereof, the holder shall receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock (as applicable) of the successor or acquiring corporation or the number of shares of Common Stock of the Corporation (as applicable), if it is the surviving corporation, and all additional securities (equity or debt), cash, property or other consideration (all such additional consideration, the “Alternate Consideration”), receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which such Holder’s Series A Preferred Stock is convertible immediately prior to such Fundamental Transaction. For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are entitled to elect the proportion of securities, cash, property or other consideration to be received by holders of Common Stock in a Fundamental Transaction, then each holder of Series A Preferred Stock shall be given the same choice as to the proportion of securities, cash, property or other consideration such holder is entitled to receive upon any conversion of such holder’s shares of Series A Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designations in respect of a new series of preferred stock of the successor or acquiring corporation, or the Corporation, if it is the surviving corporation, setting forth the same rights, preferences, privileges and other terms contained in this Certificate of Designations in respect of the Preferred Stock, including, without limitation, the provisions contained in this Section 6(d) and evidencing, among other things, the Holders’ right to convert such new preferred stock into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designations in accordance with the provisions of this Section 6(d) pursuant to written agreements in form and substance reasonably satisfactory to the holder and approved by the holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of a holder of Series A Preferred Stock, deliver to such holder in exchange for such holder’s Series A Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Series A Preferred Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of the Series A Preferred Stock prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of the Preferred Stock immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder(s) thereof. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designations referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designations with the same effect as if such Successor Entity had been named as the Corporation herein. For the avoidance of doubt, if, at any time while any shares of Series A Preferred Stock are outstanding, a Fundamental Transaction occurs, pursuant to the terms of this Section 6(d), a holder of Series A Preferred Stock shall not be entitled to receive any consideration in such Fundamental Transaction in respect of such holder’s shares of Preferred Series A Preferred Stock , except as provided for in this Certificate of Designation (or any new Certificate of Designations in respect of a new series of preferred stock issued to the holders of Series A Preferred Stock as contemplated hereby).

Certain Determinations. For purposes of the computation of any adjustments required under this Section 6, the following shall apply:

Adjustments shall be made successively whenever any event giving rise to such an adjustment shall occur;

;

ii.

All adjustments to the Conversion Price shall be calculated to the nearest cent (with $0.005 rounded up to $0.01); and

iii.

No adjustment in the Conversion Price will be made unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this clause are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

Certificates as to Adjustment. Upon the occurrence of each adjustment to the Conversion Price, the Corporation shall promptly compute the Conversion Price in accordance with this Section 6 and furnish to each holder of Series A Preferred Stock an officer’s certificate setting forth the Conversion Price and setting forth in reasonable detail the facts upon which such adjustment is based. In the case of any action or event that causes an adjustment of the Conversion Price pursuant to this Section 6 and requires or results in the fixing of a record date, the Corporation shall, at least five days prior to such record date, give written notice to each holder of Series A Preferred Stock specifying the record date. Failure to deliver such notice, or any defect therein, shall not affect the legality or validity of any such action or event.

Redemption.

For a period of 12 months from the date hereof, the issued and outstanding shares of Series A Preferred Stock shall be redeemable in full, or in part, at any time and from time to time, in the sole discretion and election of the Corporation for an aggregate amount equal to $10.00 per share of Series A Preferred Stock redeemed (the “Redemption Price”).

Unless prohibited by Delaware law governing distributions to stockholders, shares of Series A Preferred Stock shall be redeemed by the Corporation by payment of the Redemption Price upon written notice of redemption of the Series A Preferred Stock (the “Redemption Notice”). Each Redemption Notice shall state:

the date on which the shares of Series A Preferred Stock will be redeemed, and the Redemption Price; and

ii.

for holders of shares in certificated form, that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Series A Preferred Stock to be redeemed.

The date of the redemption provided in the Redemption Notice, if any shares of Series A Preferred Stock remain outstanding as of such date, shall be referred to as a “Redemption Date.”

If on any Redemption Date Delaware law governing distributions to stockholders prevents the Corporation from redeeming all shares of Series A Preferred Stock to be redeemed, the Corporation shall ratably redeem the maximum number of shares that it may redeem consistent with such law and shall redeem the remaining shares as soon as it may lawfully do so under such law.

Surrender of Certificates; Payment. On or before the applicable Redemption Date, each holder of shares of Series A Preferred Stock to be redeemed on such Redemption Date shall, if a holder of shares in certificated form, surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Series A Preferred Stock represented by a certificate are redeemed, a new certificate, instrument, or book entry representing the unredeemed shares of Series A Preferred Stock shall promptly be issued to such holder.

Voting Rights. Except as otherwise required by law or as set forth in this Section 8, the holders of shares of Series A Preferred Stock will be entitled to vote, together with the holders of shares of Common Stock and not separately as a class, on all matters upon which holders of shares of Common Stock have the right to vote. The holders of shares of Series A Preferred Stock will be entitled to two votes for each share of Common Stock that such share of Series A Preferred Stock would otherwise be convertible into on the record date for the determination of the stockholders entitled to vote.

Remedies. Nothing herein shall limit the right of a holder of Series A Preferred Stock to pursue actual damages for any failure by the Corporation to comply with the terms of this Certificate of Designation and a holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

10.

Certain Definitions. As used in this Certificate of Designations, the following terms shall have the meanings defined in this Section 10.

“Certificate” means this Certificate of Designations.

“Change of Control” shall be deemed to have occurred if any of the following events shall have after the original issuance of the Series A Preferred Stock:

(i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act (as defined in Section 11)) (other than Sorrento Therapeutics, Inc. or its affiliates) acquires the beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Corporation’s outstanding voting stock; or

(ii) the consummation of (x) any merger, consolidation, share exchange or other similar transaction involving the Corporation or any of its subsidiaries, (y) any sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, to any Person other than one of the Corporation’s subsidiaries or, (z) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a split, subdivision or combination), in each case, other than a transaction in which all of the persons that “beneficially owned,” directly or indirectly, the voting shares of capital stock of the Corporation immediately prior to such transaction beneficially own, directly or indirectly, voting shares of capital stock representing a majority of the total voting power of all outstanding classes of capital stock of the surviving or resulting entity, transferee or ultimate parent of such party in the same relative proportions; or

(iii) individuals who, immediately following the Effective Time (as defined in the Merger Agreement), are members of the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the whole Board of Directors; provided, however, that if the appointment or election (or nomination for election) of any new member of the Board of Directors was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Certificate, be considered as a member of the Incumbent Board.

“Common Stock” means the Corporation’s common stock, par value $0.0001 per share.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

11.

Miscellaneous

Notices. Any and all notices or other communications or deliveries to be provided by the holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, email address or sent by a nationally recognized overnight courier service, addressed to the Corporation at:

ZeroNox Holdings, Inc.

1343 S Main Street
Porterville, CA 93257
Attention: Vonn R. Christenson

Email: vonnc@zeronox.com

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP
345 Park Ave.

New York, NY 10154
Attention: Mitchell S. Nussbaum
Email: mnussbaum@loeb.com

or such other facsimile number or address as the Corporation may specify for such purposes by notice to the holders delivered in accordance with this Section 11. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, by email attachment or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, email address or address of such holder appearing on the books of the Corporation, or if no such facsimile number, email address or address appears on the books of the Corporation, at the principal place of business of such holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the Person to whom such notice is required to be given.

Further Assurances. The Corporation shall take such actions as are reasonably required in order for the Corporation to satisfy its obligations under this Certificate, including, without limitation, using reasonable best efforts in making any filings, in each case as required pursuant to applicable law or the listing requirements (if any) of any national securities exchange on which any class or series of capital stock of the Corporation is then listed or traded.

Amendment. This Certificate may only be altered, amended, or repealed by the affirmative vote of a majority of the whole Board of Directors and holders of a majority of the outstanding shares of Series A Preferred Stock, voting as a single class.

Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designations shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages and accrued dividends, as applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

Lost or Mutilated Preferred Stock Certificate. If a Holder’s Series A Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designations shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each of the Corporation and each holder agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Certificate of Designation (whether brought against the Corporation, a holder or any of their respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each of the Corporation and each holder hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each of the Corporation and each holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Person at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each of the Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designations or the transactions contemplated hereby. If the Corporation or any holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Waiver. Any waiver by the Corporation or a holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other holders. The failure of the Corporation or a holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that Person (or any other holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designations on any other occasion. Any waiver by the Corporation or a holder must be in writing.

Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.

Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designations and shall not be deemed to limit or affect any of the provisions hereof.

Status of Converted or Redeemed Preferred Stock. If any shares of Series A Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series A Preferred Stock.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be duly executed and acknowledged by its undersigned duly authorized officer this [•] day of August, 2023.

	ZERONOX HOLDINGS, INC.

	By:
	Name:
	Title:

[Signature Page to Certificate of Designations]

Exhibit 10.3

NOTE CONVERSION AGREEMENT

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”).

R E C I T A L S

WHEREAS, G4G, Zero Nox and G4G Merger Sub Inc., a Delaware corporation (“Merger Sub”) and subsidiary of G4G, entered into an Agreement and Plan of Merger, dated as of March 7, 2023 (as may be amended, supplemented or otherwise modified or waived from time to time, the “Transaction Agreement”) to consummate a business combination (the “Business Combination”), pursuant to which, among other things, (i) Merger Sub shall merge with and into Zero Nox (the “Merger”), with Zero Nox surviving the Merger as a wholly owned subsidiary of G4G, (ii) G4G shall domesticate as a Delaware corporation (the “Domestication”), and (iii) as a result of the Merger, G4G will change its name to “Zero Nox Holdings, Inc.” (“New Zero Nox”).

WHEREAS, Zero Nox owes to the Noteholders certain amounts set forth in this Agreement and on Schedule 1 hereto, including accrued interest thereon, as of the date hereof;

WHEREAS, G4G will file, with the Secretary of State of the State of Delaware (i) a Certificate of Incorporation, in substantially the form attached hereto as Exhibit A, to provide for 25,000,000 shares of New Zero Nox’s preferred stock, par value $0.0001 per share, and (ii) a certificate of designation, in substantially the form attached hereto as Exhibit B, to set forth the designations, powers, rights and preferences and qualifications, limitations and restrictions of the Series A Preferred Stock, par value, $0.0001 per share, of New Zero Nox (the “Certificate of Designations” and such stock as designated, the “Preferred Stock”);

WHEREAS, Zero Nox issued to Premier (i) a Convertible Promissory Note in the aggregate original principal amount of $5,000,000 on March 11, 2022 and has since repaid $360,000, leaving the remaining principal amount of $4,640,000 (the “Convertible Note”), and (ii) a Promissory Note in the principal amount of $2,000,000 on July 12, 2023 (the “PT Note”);

WHEREAS, upon the closing of the Business Combination, G4G, Zero Nox and Premier desire to convert (i) the entire $4,640,000 of the principal amount of Convertible Note, and (ii) the entire $2,000,000 of the principal amount of the PT Note, into a total of 664,000 shares of Preferred Stock at a conversion price of $10.00 per share;

WHEREAS, Zero Nox issued to CVF (i) a Promissory Note in the principal amount of $1,537,838.82 on June 1, 2023 (the “CVF June Note”), (ii) a Promissory Note in the principal amount of $500,000 on December 1, 2022 (the “CVF 2022 Note”), and (iii) a Promissory Note in the principal amount of $400,000 on January 16, 2023 (the “CVF January Note”);

WHEREAS, upon the closing of the Business Combination, G4G, ZeroNox and CVF desire to convert (i) the entire $1,537,838.82 of the aggregate principal amount of CVF June Note, (ii) the entire $500,000 of the principal amount of the CVF 2022 Note; and (iii) the entire $400,000 of the principal amount of the CVF January Note into a total of 243,784 shares of Preferred Stock at a conversion price of $10.00 per share;

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Conversion of Note and Conversion Shares. Upon the closing of the Business Combination, (i) the entire $6,640,000 aggregate outstanding principal amount of the Convertible Note and PT Note shall convert into 664,000 shares of Preferred Stock of New Zero Nox at a conversion price of $10.00 per share; and (ii) the entire $2,437,838.82 aggregate outstanding principal amount of the CVF June Note, CVF 2022 Note and CVF January Note shall convert into 243,784 shares of Preferred Stock of New Zero Nox at a conversion price of $10.00 per share. The aggregate principal amount of $9,077,838.82 evidenced by the notes referenced in the foregoing (i) and (ii) are referred to herein as the “Notes” and the total 907,784 shares of Preferred Stock to be issued in the foregoing (i) and (ii) are referred to herein as the “Conversion Shares.” The Conversion Shares shall be issued in book-entry form and no certificate shall be issued therefor.

2. Termination of the Notes. G4G, Zero Nox and the Noteholders acknowledge and agree that except for the payment of the unpaid and accrued interest of the respective debt obligations set forth in Schedule 1 hereto which will become due and payable in cash on the 30th calendar day from the date hereof, (a) all obligations of Zero Nox arising out of or related to the Notes are hereby cancelled, terminated and deemed paid in full (whether or not the Notes are surrendered to Zero Nox or its representatives), subject only to the consummation of the transactions contemplated by the Transaction Agreement (and issuance of the Conversion Shares in accordance with Section 1 above); (b) interests on all Notes cease accruing effective the date hereof; and (c) any and all security interests in, liens upon, rights of set off against and pledges of properties and assets of Zero Nox heretofore granted, pledged, assigned to, or otherwise claimed by the Noteholder pursuant to the Note, whether personal, real or mixed, tangible or intangible, or presently existing or hereafter acquired, shall be terminated and released.

3. No Lock-up of Conversion Shares. Parties understand and agree that none of the Conversion Shares issued pursuant to this Agreement will be subject to any contractual lock-up provisions.

4. Representations and Warranties of the Noteholders. Each Noteholder hereby represents and warrants to G4G and Zero Nox as follows:

(a) The Noteholder has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Noteholder’s valid and legally binding obligation, enforceable in accordance with its terms.

(b) Schedule 1 hereto accurately and completely sets forth the principal amount and the accrued interests of the Notes as of the date hereof, and there exists no other indebtedness or amounts owed by Zero Nox to the Noteholder or its affiliates as of immediately prior to the Closing.

(c) The Noteholder is the sole owner of the Note being delivered to Zero Nox as consideration for the issuance of the Conversion Shares. The Note is being delivered to Zero Nox free and clear of any and all liens, charges, encumbrances, security agreements, pledge agreements, conditional sales agreements or other obligations relating to the sale or transfer thereof.

(d) The Noteholder is acquiring the Conversion Shares for investment for the Noteholder’s own account and not with a view to, or for resale in connection with, any distribution thereof, and the Noteholder has no present intention of selling or distributing the Conversion Shares. The Noteholder understands that the Conversion Shares to be issued to the Noteholder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act. The Noteholder is an “accredited investor” as that term is defined under the Securities Act.

5. Representations and Warranties of G4G and Zero Nox. Each of G4G and Zero Nox hereby represents and warrants to the Noteholder as follows:

(a) Such party has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes G4G’s valid and legally binding obligation, enforceable in accordance with its terms.

(b) The issuance of the Conversion Shares has been duly authorized by G4G and the Conversion Shares, when issued upon conversion of the Notes in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable, and will have the rights, preferences, privileges and restrictions described in the Certificate of Designation.

6. Waiver of Claims. Other than the Noteholders’ rights to receive (i) their respective Conversion Shares pursuant to this Agreement and (ii) payment of any unpaid accrued interests set forth in Schedule 1 hereto which will become due and payable in cash on the 30th calendar day from the date hereof, each Noteholder hereby waives on its behalf and on behalf of its affiliates any and all demands, claims, suits, actions, causes of action, proceedings, assessments and rights in respect to (a) the principal amounts due on the Notes as of immediately prior to the closing of the transactions contemplated by the Transaction Agreement; (b) accrual of any interests under the Notes after the date hereof; and (c) any rights arising from any past or present default under the Notes. Each Noteholder, its affiliates and assigns, shall be solely responsible for all tax payment obligations incurred by the Noteholder, its affiliates and assigns by reason of payment for or transfer, exchange or delivery of the applicable Note or the issuance of the Conversion Shares pursuant to this Agreement and agree to indemnify and hold harmless G4G and Zero Nox and their respective directors, officers, employees or agents and any person acting on behalf or at the request of G4G and Zero Nox, together with any successors or assigns of the foregoing, from and against any and all such taxes, as well as any penalties and interest arising therefrom.

7. General.

(a) The parties agree that if changes to any terms of this Agreement are necessary to comply with applicable federal securities laws or regulations, or requirements of The Nasdaq Stock Market, LLC, or other national securities exchange, or over the counter market on which the Common Stock of the Corporation is listed, quoted and/or traded, the parties hereby agree to negotiate in good faith to amend this Agreement accordingly to be in compliance with such laws and regulations.

(b) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

(c) The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, transferees, heirs, legatees, executors, administrators and personal representatives of the parties hereto.

(d) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof.

(e) This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Note Conversion Agreement as of the date first written above.

	THE GROWTH FOR GOOD ACQUISITION CORPORATION

	By:
		Name:
		Title:

	ZERO NOX, INC.

	By:
		Name:
		Title:

	NOTEHOLDER:

	PREMIER TRAILER MANUFACTURING INC.

	By:
		Name:
		Title:

	CENTRAL VALLEY FARM LP

	By:
		Name:
		Title:

Schedule 1

Noteholder	Principal amount to be converted to Preferred Stock		Unpaid and accrued interests (8/18/23)
Premier Manufacturing Inc.	$	4,640,000.00	$	550,926.03
	$	2,000,000.00	$	20,325.31
Central Valley Farms LP	$	1,537,838.82	$	82,098.02
	$	500,000.00	$	11,534.88
	$	400,000.00	$	7,566.93
TOTAL	$	9,077,838.82	$	672,451.17

Exhibit 10.4

SUBSCRIPTION AGREEMENT

The Growth for Good Acquisition Corporation
12 E 49th Street, 11th Floor

New York, New York 10017

Ladies and Gentlemen:

As previously disclosed, The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (“G4G”), Zero Nox, Inc., a Wyoming corporation (“Zero Nox”), and G4G Merger Sub Inc., a Delaware corporation (“Merger Sub”) and subsidiary of G4G, entered into an Agreement and Plan of Merger, dated as of March 7, 2023 (as may be amended, supplemented or otherwise modified or waived from time to time, the “Transaction Agreement”) to consummate a business combination, pursuant to which, among other things, (i) Merger Sub shall merge with and into Zero Nox (the “Merger”), with Zero Nox surviving the Merger as a wholly owned subsidiary of G4G, (ii) G4G shall domesticate as a Delaware corporation (the “Domestication”), and (iii) as a result of the Merger, G4G will change its name to “Zero Nox Holdings, Inc.” (“New Zero Nox”).

In connection with the proposed business combination (the “Transaction”), the undersigned (the “Investor”) has agreed to purchase shares of common stock, par value $0.0001 per share (the “Shares”), of New Zero Nox for a purchase price of $[___] per share (the “Per Share Purchase Price”). The aggregate purchase price to be paid by the Investor for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.” By executing this agreement (this “Subscription Agreement”), the Investor is agreeing to purchase on the closing date of the Transaction an aggregate amount of [___] Shares, at a per share price equal to the Per Share Purchase Price.

In connection therewith, and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, the Investor and G4G agree as follows:

1. Subscription. Subject to the terms and conditions set forth in this Subscription Agreement, (i) the Investor hereby subscribes for and agrees to purchase from G4G at the Closing (as defined herein), and (ii) G4G hereby irrevocably agrees to issue and sell to the Investor, in each case, the number of Shares set forth on the signature page of this Subscription Agreement.

2. Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction, as provided in the Transaction Agreement. The Closing shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of the Transaction. Upon (i) satisfaction or waiver in writing of the conditions set forth in this Section 2 and Section 3 and (ii) delivery of written notice from (or on behalf of) G4G to the Investor (the “Closing Notice”) that G4G reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than two (2) business days from the date on which the Closing Notice is delivered to the Investor (the “Closing Date”), the Investor shall, no later than one (1) business day after receipt of the Closing Notice, commence delivery to G4G of the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by G4G in the Closing Notice (which account shall be an escrow account established with Continental Stock Transfer and Trust Company). On the Closing Date, G4G shall issue (A) the number of Shares set forth on the signature page of this Subscription Agreement in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of the Investor (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Investor, as applicable, and (B) no later than three (3) business days thereafter, evidence from G4G’s transfer agent evidencing the issuance to the Investor of such Shares on and as of the Closing Date. If the closing of the Transaction does not occur within ten (10) business days after the Closing Date set forth in the Closing Notice, G4G shall promptly (but not later than two business days thereafter) return the funds so delivered by the Investor to G4G by wire transfer in immediately available funds to the account specified by the Investor. For purposes of this Subscription Agreement, “business day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.

3. Closing Conditions.

a. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each of the parties hereto of the following conditions on the Closing Date:

(i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;

(ii) (A) all conditions precedent to the closing of the Transaction shall have been satisfied or waived, as determined by the parties to the Transaction Agreement (other than those conditions which, by their nature, may only be satisfied at the closing of the Transaction) and (B) the closing of the Transaction shall be scheduled to occur substantially concurrently with the Closing; and

(iii) from and after the date hereof, there shall have not occurred any Material Adverse Effect (as defined herein).

b. The obligation of G4G to consummate the issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or valid waiver by G4G of the following additional conditions on the Closing Date:

(i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects), at and as of the Closing Date (except for these representations and warranties that speak as of a specified earlier date, which shall be so true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects as of such specified earlier date)), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date or such earlier date, as applicable; and

(ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

c. The obligation of the Investor to consummate the purchase of the Shares pursuant to this Subscription Agreement shall be subject to the satisfaction or valid waiver by the Investor of the following additional conditions on the Closing Date:

(i) all representations and warranties of G4G contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by G4G of each of the representations and warranties of G4G contained in this Subscription Agreement as of the Closing Date;

(ii) G4G shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;

(iii) the terms of the Transaction Agreement (as in effect on the date hereof) shall not have been amended, modified or waived in a manner that would reasonably be expected to adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement;

(iv) G4G shall have filed with The Nasdaq Stock Market LLC (“Nasdaq”) an application for the listing of additional shares that shall include the listing of the Shares being issued and sold hereunder, and such Shares shall have been approved for listing, subject to official notice of issuance; and

(v) all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including Nasdaq and any stockholder approval required by the rules and regulations of Nasdaq) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made, except where the failure to so obtain or make would not prevent G4G from consummating the transactions contemplated hereby, including the issuance and sale of the Shares.

4. Further Assurances. At the Closing, each of the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement. Upon the terms and subject to the conditions set forth in this Subscription Agreement, at or prior to Closing, each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party hereto in doing, all things reasonably necessary, proper or advisable under applicable legal requirements to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Subscription Agreement.

5. G4G Representations and Warranties. G4G represents and warrants to the Investor, as of the date hereof and as of the Closing Date that, other than as set forth in G4G’s filings with the Securities and Exchange Commission (the “SEC”), together with any amendments, restatements or supplements thereto (the “SEC Documents”):

a. Prior to the Domestication, G4G has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands (to the extent such concept exists in such jurisdiction), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. As of the Closing Date, following the Domestication, G4G will be duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

b. As of the Closing Date and following the Domestication, the Shares offered hereby will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under G4G’s organizational documents (as in effect at such time of issuance) or any other agreement to which G4G is a party or under the Delaware General Corporation Law or laws of the Cayman Islands, if applicable.

c. This Subscription Agreement has been duly authorized, executed and delivered by G4G and, assuming that this Subscription Agreement constitutes the valid and binding agreement of the Investor, this Subscription Agreement constitutes the valid and binding agreement of G4G and is enforceable against G4G in accordance with its terms, except as may be limited or otherwise affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, whether considered at law or equity.

d. The execution and delivery of this Subscription Agreement and the Transaction Agreement, the issuance and sale of the Shares contemplated hereby and the compliance by G4G with all of the provisions of this Subscription Agreement and the Transaction Agreement and the consummation of the transactions contemplated herein and therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of G4G or any of its subsidiaries or the Shares pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which G4G or any of its subsidiaries is a party or by which G4G or any of its subsidiaries is bound or to which any of the property or assets of G4G is subject, that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, prospects, general affairs, management, financial position, stockholders’ equity or results of operations of G4G and its subsidiaries, taken as a whole, or materially and adversely affect: (A) the ability of G4G to timely consummate the Transaction; (B) the validity of the Shares; or (C) the legal authority or ability of G4G to comply in all material respects with or timely perform the terms of this Subscription Agreement, including the issuance and sale of the Shares ((A)-(C) collectively, a “Material Adverse Effect”); (ii) result in any violation of the provisions of the organizational documents of G4G (the “Organizational Documents”); or (iii) result in any violation of any statute or any law, judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over G4G or any of their properties that would reasonably be expected to have a Material Adverse Effect.

e. G4G is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by G4G of the Transaction Agreement or this Subscription Agreement (including, without limitation, the issuance of the Shares pursuant to this Subscription Agreement), other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) filings required by Nasdaq, or such other applicable stock exchange on which G4G’s ordinary shares are then listed and (iv) those the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

f. As of the date of this Subscription Agreement, the issued and outstanding ordinary shares of G4G are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are listed for trading on Nasdaq. There is no suit, action, proceeding or investigation pending or, to the knowledge of G4G, threatened against G4G by Nasdaq or the SEC to deregister the Shares under the Exchange Act or prohibit or terminate the listing of the Shares, or suspend the trading of the Shares, on Nasdaq, excluding, for the purpose of clarity, the customary ongoing review by Nasdaq in connection with the Transaction and any action in connection with the Domestication. Upon consummation of the Transaction and following the Domestication, the issued and outstanding shares of common stock of New Zero Nox are expected to be registered pursuant to Section 12(b) of the Exchange Act and listed for trading on Nasdaq.

g. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Shares by G4G to the Investor hereunder. The Shares offered hereby (i) were not offered by any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. Neither G4G, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any G4G security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by G4G on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act. The Shares offered hereby will not be subject to a lock-up agreement with G4G, or other contractual agreement restricting transfer, other than such restrictions on transfer as required by applicable securities laws.

h. Except as would not reasonably be expected to result in a Material Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of G4G, threatened against G4G or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against G4G.

i. G4G is in compliance with all applicable law, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect. G4G has not received any written communication from a governmental authority that alleges that G4G is not in compliance with or is in default or violation of any applicable law.

j. G4G has not paid, and is not under any obligation to pay, any broker’s fee or commission in connection with the sale of the Shares hereunder.

k. G4G is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

l. G4G has provided the Investor an opportunity to ask questions regarding G4G, Zero Nox and the Transaction, and made available to Investor all the information reasonably available to G4G that Investor has reasonably and customarily requested for deciding whether to acquire the Shares.

m. As of the date of this Subscription Agreement, the authorized share capital of G4G is $50,000 divided into (i) 479,000,000 G4G Class A ordinary shares, of which 26,100,000 shares are issued and outstanding, (ii) 20,000,000 G4G Class B ordinary shares, of which 6,325,000 shares are issued and outstanding, and (iii) 1,000,000 preference shares of par value $0.0001 each, of which no shares are issued and outstanding (clauses (i), (ii) and (iii) collectively, the “G4G Securities”). All issued and outstanding G4G Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable law, including federal and state securities laws, and all requirements set forth in (A) the Organizational Documents, and (B) any other applicable contracts governing the issuance of such securities, and were issued free and clear of all liens other than transfer restrictions under applicable securities laws and the Organizational Documents; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable law, the Organizational Documents or any contract to which G4G is a party or otherwise bound. As of the date of this Subscription Agreement, 12,650,000 G4G public warrants and 400,000 G4G private placement warrants are issued and outstanding. As of the date of this Subscription Agreement, 25,300,000 rights, each entitling the holder thereof to receive one-sixteenth (1/16) of one G4G Class A ordinary share upon the consummation of the Transaction, are issued and outstanding.

n. As of the date of this Subscription Agreement, except as set forth above or pursuant to the Organizational Documents, any other subscription agreement for G4G’s securities, the Transaction Agreement or any promissory notes that may be issued by G4G’s sponsor to G4G for working capital purposes, (i) G4G has not granted any outstanding options, stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for G4G Securities or any other equity interests of G4G or entered into any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, the repurchase or redemption of any G4G Securities or any other equity interests of G4G, (ii) there are no stockholder agreements, voting trusts or other agreements or understandings to which G4G is a party or by which it is bound relating to the voting of any securities of G4G, (iii) G4G had no outstanding indebtedness and will not have any outstanding long-term indebtedness as of immediately prior to the Closing and (iv) no other capital equity or other voting securities of G4G are issued, reserved for issuance or outstanding.

o. There has been no action taken by G4G, or, to the knowledge of G4G, any officer, director, equityholder, manager, employee, agent or representative of G4G, in each case, acting on behalf of G4G, in violation of any applicable Anti-Corruption Laws (as herein defined), and (i) G4G has not been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a governmental authority for violation of any applicable Anti-Corruption Laws, (ii) G4G has not conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Laws and (iii) G4G has not received any written notice or citation from a governmental authority for any actual or potential noncompliance with any applicable Anti-Corruption Laws. As used herein, “Anti-Corruption Laws” means any applicable laws relating to corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and any similar law that prohibits bribery or corruption.

6. Investor Representations and Warranties. The Investor represents and warrants to G4G that:

a. The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (ii) the investment adviser if any, to which the Investor has delegated decision-making authority over investments is an “institutional account” (as defined in FINRA Rule 4512(c)), (iii) is acquiring the Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, the Investor or the investment adviser to which Investor has delegated decision-making authority over investments has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iv) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). The Investor is not an entity formed for the specific purpose of acquiring the Shares.

b. The Investor understands that (i) G4G represents and warrants that the Shares offered hereby are being offered in a transaction not involving any public offering within the meaning of the Securities Act and (ii) that the Shares have not been registered under the Securities Act. The Investor understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) pursuant to offers and sales that qualify as “offshore transactions” within the meaning of Regulation S under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act, provided that all of the applicable conditions thereof (including those set out in Rule 144(i) which are applicable to G4G) have been met or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, including pursuant to a private sale effected under Section 4(a)(7) of the Securities Act, and in each of cases (i) and (ii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Shares offered hereby shall contain a restrictive legend to such effect, which legend shall be subject to removal as set forth herein. The Investor understands and agrees that the Shares offered hereby will be subject to transfer restrictions described herein, and, as a result, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges and agrees that the Shares offered hereby will not immediately be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that G4G files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under applicable SEC rules and regulations. The Investor understands that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or disposition of any of the Shares. By making the representations herein, the Investor does not agree to hold any of the Shares offered hereby for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of the Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

c. The Investor understands and agrees that the Investor is purchasing the Shares directly from G4G. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by G4G, Zero Nox or their respective officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements made by G4G and included in this Subscription Agreement and in any other documents delivered by G4G to the Investor in accordance with the terms hereof.

d. The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Shares offered hereby, including with respect to G4G, Zero Nox and the Transaction. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has had the opportunity to review the SEC Documents. The Investor represents and agrees that the Investor and the Investor’s professional advisor(s), if any (i) have had the opportunity to ask such questions, receive such answers and obtain such information as the Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares and (ii) have independently made their own analysis and decision to invest in G4G. However, neither any such inquiries, nor any due diligence investigation conducted by the Investor or any of the Investor’s professional advisors nor anything else contained herein, shall modify, limit or otherwise affect the Investor’s right to rely on G4G’s warranties, covenants and agreements contained in this Subscription Agreement. The Investor further acknowledges that any such information consisting of financial estimates, projected financial information and other forward-looking information provided by G4G, Zero Nox or their respective affiliates or representatives is based on a number of assumptions and estimates that are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies which are beyond the control of G4G and Zero Nox, and that it is understood that such projections, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any such projections may differ significantly from the projected results and that such difference may be material and that such projections are not a guarantee of financial performance.

e. The Investor became aware of this offering of the Shares offered hereby solely by means of direct contact between the Investor and Zero Nox, or a representative of Zero Nox, and the Shares were offered to the Investor solely by direct contact between the Investor and Zero Nox, or a representative of Zero Nox. The Investor did not become aware of this offering of the Shares, nor were the Shares offered to the Investor, by any other means. The Investor acknowledges G4G’s representation that the Shares offered hereby were not offered to the Investor by any form of general solicitation or general advertising. Other than in the event of fraud, Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, or any of their respective affiliates or any of their or their respective affiliates’ control persons, officers, directors, employees or representatives, other than (i) the SEC Documents and (ii) the representations and warranties of G4G contained in this Subscription Agreement, in making its investment or decision to invest in G4G.

f. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in G4G’s SEC Documents. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision.

g. Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Shares and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in G4G. The Investor acknowledges specifically that a possibility of total loss of investment exists. The Investor will not look to G4G or Zero Nox for all or part of any such loss or losses the Investor may suffer.

h. The Investor represents that no disqualifying event described in Rule 506(d)(1)(i)-(viii) under the Securities Act (a “Disqualification Event”) is applicable to the Investor or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Investor hereby agrees that it shall notify G4G promptly in writing in the event a Disqualification Event becomes applicable to the Investor or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Section 6(h), “Rule 506(d) Related Party” shall mean a person or entity that is a direct beneficial owner of the Investor’s securities for purposes of Rule 506(d) under the Securities Act.

i. Assuming the accuracy of G4G’s representations and warranties set forth in Section 5, no foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in G4G as a result of the Investor’s purchase and sale of Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over G4G from and after the Closing as a result of the Investor’s purchase and sale of the Shares hereunder.

j. Except as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by the Investor with the SEC with respect to the beneficial ownership of G4G’s ordinary shares prior to the date hereof, the Investor is not currently a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) other than with those persons or entities of the Investor who may be deemed affiliates or control persons acting for the purpose of acquiring, holding or disposing of equity securities of G4G (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

k. In making its decision to purchase the Shares, the Investor has relied solely upon (i) the SEC Documents, (ii) the representations and warranties of G4G contained in this Subscription Agreement and (iii) independent investigation made by the Investor or the investment adviser to which Investor has delegated decision-making authority over investments.

l. The Investor understands that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment.

m. The Investor has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

n. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor or the investment adviser to which Investor has delegated decision-making authority over investments, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound which would reasonably be expected to have a material adverse effect on the legal authority of the Investor to enter into and perform its obligations under this Subscription Agreement, and, if the Investor is not an individual, will not violate any provisions of the Investor’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor or the investment adviser to which Investor has delegated decision-making authority over investments on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and assuming that this Subscription Agreement constitutes the valid and binding obligation of G4G, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

o. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Investor agrees to use commercially reasonable efforts to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor, directly or indirectly through a third-party administrator, maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required by applicable law, the Investor, directly or indirectly, maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor, directly or indirectly through a third-party administrator, maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Shares were legally derived.

p. The Investor acknowledges that no disclosure or offering document has been provided to the Investor in connection with the offer and sale of the Shares.

q. When required to deliver payment to G4G pursuant to Section 2 above, the Investor will have sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement.

r. No broker, finder or other financial consultant has acted on behalf of the Investor in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on G4G.

7. Registration Rights.

a. G4G agrees that, within sixty (60) calendar days after the consummation of the Transaction (the “Filing Deadline”), it will file with the SEC (at its sole cost and expense) a registration statement to register under and in accordance with the provisions of the Securities Act, the resale of all Registrable Securities (as defined below) on Form S-1 (which shall be filed pursuant to Rule 415 under the Securities Act as a secondary-only registration statement), or any similar or successor long form registration registering the resale of such Shares (the “Registration Statement”), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (1) ninety (90) calendar days after the filing thereof, if the SEC notifies G4G that it will “review” the Registration Statement, and (2) five (5) business days after the date G4G is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Date”). G4G will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Investor for review at least two (2) business days in advance of the filing of the Registration Statement; provided that, for the avoidance of doubt, in no event shall G4G be required to delay or postpone the filing of such Registration Statement as a result of or in connection with the Investor’s review. Any failure by G4G to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve G4G of its obligations to file a Registration Statement as set forth above.

b. G4G shall promptly notify the Investor of the effectiveness of the Registration Statement. G4G shall file with the SEC a final form of prospectus pursuant to Rule 424 (or successor thereto) under the Securities Act no later than the second business day after the Registration Statement becomes effective. The Registration Statement shall include a “plan of distribution” that permits all lawful means of disposition of the Registrable Securities by the Investor, including block sales, agented transactions, sales directly into the market and other customary provisions (but, excluding for the avoidance of doubt, underwritten offerings).

c. G4G agrees to cause such Registration Statement, or another shelf registration statement that includes the Registrable Securities, to remain effective, except for such times as G4G is expressly permitted hereunder to suspend the use of the prospectus forming part of the Registration Statement, until the earliest of (i) the second anniversary of the Closing, (ii) the date on which the Investor ceases to hold any Registrable Securities, or (iii) on the first date on which the Investor can sell all of its Registrable Securities under Rule 144 of the Securities Act without volume or manner of sale limitations and without the requirement for G4G to be in compliance with the current public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable).

d. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement; provided, that if the SEC requires that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to G4G, in which case G4G’s obligation to register the Registrable Securities will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents G4G from including any or all of the Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable shareholders or otherwise, G4G shall use its best efforts to ensure that the SEC determines that (1) the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 of the Securities Act and (2) the Investor is not a statutory underwriter. If G4G is unsuccessful in the efforts described in the preceding sentence then G4G shall cause such Registration Statement to register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, G4G shall amend the Registration Statement or file a new Registration Statement (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Shares and cause such Registration Statement to become effective as promptly as practicable after the filing thereof, but in any event no later than forty-five (45) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Date”); provided, that the Additional Effectiveness Date shall be extended to ninety (90) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the SEC; provided, further, G4G shall have such Registration Statement declared effective within ten (10) business days after the date G4G is notified in writing by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review. G4G’s obligations to include the Registrable Securities for resale in the Registration Statement are contingent upon the Investor furnishing in writing to G4G such information regarding the Investor, the securities of G4G held by the Investor and the intended method of disposition of such Registrable Securities as shall be reasonably requested by G4G to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as G4G may reasonably request that are customary of a selling stockholder in similar situations. Investor shall not be entitled to use the Registration Statement for an underwritten offering.

e. For as long as the Registration Statement is required to remain effective pursuant to Section 7(c), G4G will use its commercially reasonable efforts to (1) qualify the Registrable Securities for listing on Nasdaq or such other national securities exchange upon which the Shares are then listed, and (2) update or amend the Registration Statement as necessary to include all of the Shares offered hereby. For as long as the Investor holds the Registrable Securities being offered hereby, G4G will use its commercially reasonable efforts to (A) make and keep public information available, as those terms are understood and defined in Rule 144, (B) file in a timely manner all reports and other documents with the SEC required under the Exchange Act, as long as G4G remains subject to such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case, to enable the Investor to resell Registrable Securities pursuant to the Registration Statement or Rule 144 of the Securities Act (when Rule 144 of the Securities Act becomes available to the Investor), as applicable, including providing any legal opinions to G4G’s transfer agent. G4G shall cause any restrictive legends related to the book-entry account holding the Shares acquired pursuant to this Subscription Agreement (or certificates related thereto) to be removed in connection with a sale, assignment or other transfer (and such Shares shall not be subject to any stop-transfer instructions) if (i) such Shares are registered for resale under the Securities Act (provided that, if the Investor is selling pursuant to an effective registration statement registering the Shares for resale, the Investor agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), or (ii) to the extent such legend is no longer required, the Investor provides G4G with an opinion of counsel, in customary form, to the effect that the sale, assignment or transfer of the Shares may be made without registration under the applicable requirements of the Securities Act. G4G agrees that, following such time as any of the foregoing conditions is met, it will, no later than the earlier of (x) four (4) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period following the delivery by the Investor to G4G or the transfer agent for the Shares (the “Transfer Agent”) of a book-entry account or certificate representing Shares issued with a restrictive legend, deliver or cause the Transfer Agent to deliver to the Investor a book-entry account or certificate representing such Shares or, at the request of the Investor, deliver or cause to be delivered the Shares to the Investor by crediting the account of the Investor’s prime broker with DTC through its Deposit/Withdrawal at Custodian (DWAC) system, in each case, free from all restrictive and other legends and stop transfer instructions (or similar notations).

f. For purposes hereof, “Trading Day” means any day on which the Shares are traded for any period on Nasdaq or, if Nasdaq is not the principal trading market for the Shares, on the principal trading market or other securities exchange or market on which the Shares are then being traded; provided, however, that during any period in which the Shares are not listed or quoted on Nasdaq or any other securities exchange or market, the term “Trading Day” shall mean a business day, and “Standard Settlement Period” means, as of any date, the standard settlement period for equity trades effected on securities exchanges in the United States, expressed in a number of Trading Days, as in effect on such date. “Registrable Securities” shall mean, as of any date of determination, the Shares and any other equity security issued or issuable with respect to the Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event. For purposes of this Section 7 only, an “Investor” shall include any person to whom the Investor has assigned its rights under Section 10(a).

g. Notwithstanding anything to the contrary contained herein, G4G may delay or postpone filing an acceleration request in respect of such Registration Statement, and from time to time require the Investor not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement, if the board of directors of G4G reasonably determines in good faith upon the advice of counsel that in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly or annual report under the Exchange Act, or if such filing or use would materially adversely affect a significant bona fide financing, acquisition or similar transaction of G4G or would require premature disclosure of material information that could materially adversely affect G4G and G4G has a bona fide business purpose for preserving as confidential (each such circumstance, a “Suspension Event”); provided, that, (i) G4G shall not so delay filing or so suspend the use of the Registration Statement for a period of more than forty five (45) consecutive days, not more than twice or more than a total of ninety (90) calendar days, in each case in any three hundred sixty (360) day period and (ii) G4G shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Investor of such securities as soon as practicable thereafter. If so directed by G4G, the Investor will destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (i) to the extent the Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal or regulatory requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary, G4G shall cause its transfer agent to deliver unlegended Shares to a transferee of an Investor in connection with any sale of Shares with respect to which an Investor has entered into a contract for sale, prior to such Investor’s receipt of the notice of a Suspension Event and for which such Investor has not yet settled.

h. At its expense, G4G shall advise the Investor within five (5) business days: (i) when a Registration Statement or any post-effective amendment thereto has been filed with the SEC and when such Registration Statement or post-effective amendment thereto has become effective; (ii) after it shall receive notice or obtain knowledge thereof, of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by G4G of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Upon receipt of any written notice from G4G (which notice shall not contain any material non-public information and which notice shall not be subject to any duty of confidentiality) of the happening of any of the foregoing or of a Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Investor agrees that it will promptly discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144 or the consummation of any sale pursuant to a contract entered into, or order placed, by the Investor prior to receipt of notice described in this sentence) until the Investor receives copies of a supplemental or amended prospectus (which G4G agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by G4G that it may resume such offers and sales (which notice shall not contain any material non-public information and which notice shall not be subject to any duty of confidentiality). Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as G4G is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, G4G shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor may deliver written notice (an “Opt-Out Notice”) to G4G requesting that the Investor not receive notices from G4G otherwise required by this Section 7(h); provided, however, that the Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from the Investor (unless subsequently revoked), (i) G4G shall not deliver any such notices to the Investor and the Investor shall no longer be entitled to the rights associated with any such notice and (ii) the Investor will notify G4G in writing at least two (2) business days in advance of each intended use of an effective Registration Statement, and if a notice of a Suspension Event (as defined below) was previously delivered (or would have been delivered but for the provisions of this Section 7(h)) and the related suspension period remains in effect, G4G will so notify Investor, within one (1) business day of the Investor’s notification to G4G, by delivering to the Investor a copy of such previous notice of Suspension Event, and thereafter will provide the Investor with the related notice of the conclusion of such Suspension Event promptly following its availability.

i. For purposes of this Section 7 only, “Shares” shall mean, as of any date of determination, the Shares beneficially owned by the Investor and any other equity security issued or issuable with respect to such Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, “Investor” shall include the person to whom the Investor has duly assigned its rights pursuant to the terms of this Subscription Agreement, and “G4G” shall refer to the post-Transaction company.

j. G4G shall indemnify, defend and hold harmless the Investor (to the extent a seller under the Registration Statement) and its officers, directors, agents, partners, members, stockholders, affiliates, managers, investment advisers and employees, and each person who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable external attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) and expenses (collectively, “Losses”), as incurred, resulting from (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading; provided, however, that the indemnification contained in this Section 7(j) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of G4G (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that G4G shall not be liable for any Losses resulting from a violation which occurs (A) in connection with any failure of the Investor to deliver or cause to be delivered a prospectus made available by G4G in a timely manner, (B) as a result of offers or sales effected by or on behalf of the Investor by means of a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that was not authorized in writing by G4G, or (C) in connection with any offers or sales effected by or on behalf of such Investor in violation of Section 7(g) hereof after having received notice as set forth in Section 7(h). G4G shall notify the Investor promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7 of which G4G is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Shares by the Investor.

k. The Investor shall, severally and not jointly with any Other Investor, indemnify and hold harmless G4G, its directors, officers, agents and employees, and each person who controls G4G (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, resulting from any untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit furnished in writing to G4G by such Investor expressly for use therein; provided, however, that the indemnification contained in this Section 7(k) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of such Investor (which consent shall not be unreasonably withheld, conditioned or delayed). In no event shall the liability of such Investor be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Shares giving rise to such indemnification obligation. Investor shall notify G4G promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7 of which such Investor is aware, provided that a failure by Investor to provide such notice shall not impact Investor’s right to be indemnified hereunder unless G4G is actually prejudiced thereby. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Shares by Investor.

l. If the indemnification provided under this Section 7 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in this Section 7, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7 from any person who was not guilty of such fraudulent misrepresentation. Each indemnifying party’s obligation to make a contribution pursuant to this Section 7(l) shall be several, and not joint with any Other Investor, and in no event shall the liability of Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Shares giving rise to such indemnification obligation.

8. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof: (x) upon the earliest to occur of (i) such date and time as the Transaction Agreement is terminated in accordance with its terms, (ii) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement and (iii) the Agreement End Date (as defined in the Transaction Agreement, and, for the avoidance of doubt, giving effect to any extension thereof pursuant to the Transaction Agreement) if the Closing has not occurred by such date; or (y) if any of the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied or waived, or are not capable of being satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover reasonable and documented losses, liabilities or damages arising from any such breach. G4G shall notify the Investor of the termination of the Transaction Agreement promptly after the termination of the Transaction Agreement. Upon the occurrence of any event described in clause (x) or (y) above, except for the proviso in the first sentence of this Section 8, this Subscription Agreement shall be void and of no further effect and any monies paid by the Investor to G4G in connection herewith shall promptly (and in any event within one business day) following such termination event be returned to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by Investor, without any deduction for or on account of any tax withholding, charges or set-off.

9. Trust Account Waiver. The Investor hereby acknowledges that, as described in G4G’s prospectus dated December 9, 2021 relating to its IPO available at www.sec.gov, G4G has established a trust account (the “Trust Account”) containing the proceeds of the IPO and certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of G4G’s public shareholders and certain other parties. For and in consideration of G4G entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, as a result of, in connection with or relating in any way to this Subscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 9 shall (x) serve to limit or prohibit the Investor’s right to pursue a claim against G4G for legal relief against assets held outside the Trust Account or other equitable relief, (y) serve to limit or prohibit any claims that the Investor may have in the future against G4G’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit or prohibit (i) the Investor’s right to pursue a claim against G4G for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) any claims that the Investor may have in the future against G4G’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), (iii) the Investor’s right to distributions from the Trust Account in respect of Shares held by the Investor acquired by any means other than pursuant to this Subscription Agreement or (iv) the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Shares currently outstanding on the date hereof or hereinafter acquired (other than Shares to be acquired pursuant to this Subscription Agreement), pursuant to a validly exercised redemption right with respect to any such Shares, except to the extent that the Investor has otherwise agreed in writing with G4G to not exercise such redemption right.

10. Miscellaneous.

a. Neither this Subscription Agreement nor any rights that may accrue to the Investor (other than the Shares acquired hereunder, if any, and the rights set forth in Section 7) or G4G hereunder may be transferred or assigned without the prior written consent of each of the other parties hereto, other than an assignment by the Investor to any fund or account managed or advised by the same general partner, managing member or investment manager as the Investor or an affiliate thereof, subject to, if such transfer or assignment is prior to the Closing Date, such transferee or assignee, as applicable, executing a joinder to this Subscription Agreement or a separate subscription agreement in substantially the same form as this Subscription Agreement, including with respect to the Subscription Amount and other terms and conditions; provided, that, in the case of any such transfer or assignment, the initial party to this Subscription Agreement shall remain bound by its obligations under this Subscription Agreement in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of Shares contemplated hereby.

b. G4G may request from the Investor such additional information as G4G may deem in good faith reasonably necessary to evaluate the eligibility of the Investor to acquire the Shares, and the Investor shall promptly provide such information as may reasonably be requested to the extent readily available and to the extent consistent with its internal policies and procedures; provided, that, G4G agrees to keep any such information provided by the Investor confidential. The Investor acknowledges that G4G may file a copy of the form of this Subscription Agreement with the SEC as an exhibit to a periodic report of G4G or a registration statement of G4G.

c. The Investor acknowledges that G4G, Zero Nox (with Zero Nox as an express third-party beneficiary to this Subscription Agreement including with a right of enforcement) and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, the Investor agrees to promptly notify G4G and Zero Nox if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case the Investor shall notify G4G and Zero Nox if they are no longer accurate in all respects).

d. G4G, Zero Nox and the Investor are each entitled to rely on this Subscription Agreement and are each irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

e. All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing, in each case, until the expiration of any applicable statute of limitations under applicable law.

f. This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 8 hereto) except by an instrument in writing, signed by (i) G4G and (ii) Zero Nox; provided, however, that this Subscription Agreement may not be modified or waived without the prior written consent of Investor unless such modification or waiver does not modify or waive the Subscription Amount or the Price Per Share therefor. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

g. This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as otherwise set forth herein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective successors and assigns; provided that Zero Nox shall be an express third-party beneficiary to this Subscription Agreement, shall be entitled to the rights and benefits hereunder and may enforce such provisions as if it were a party hereto.

h. Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

i. If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect so long as this Subscription Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

j. This Subscription Agreement may be executed in one or more counterparts (including by facsimile or any other form of electronic delivery (including ..pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or other transmission method)) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

k. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that G4G and Zero Nox shall be entitled to specifically enforce the Investor’s obligations to fund the Subscription Amount and the provisions of the Subscription Agreement of which Zero Nox is an express third party beneficiary, in each case, on the terms and subject to the conditions set forth herein.

l. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

m. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK IN NEW YORK COUNTY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 10(n) OF THIS SUBSCRIPTION AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10(m).

n. All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient; (ii) when sent by electronic mail, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient; (iii) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid); or (iv) five (5) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 10(n).

All communications sent to G4G shall be sent to:

The Growth for Good Acquisition Corporation

12 E 49th Street, 11th Floor

New York, New York 10017
Attn: Yana Kakar

email: yana.kakar@g4ginvestment.com

With a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

Attn: Howard J. Ellin, Esq. & C. Michael Chitwood, Esq.

Email: Howard.Ellin@skadden.com & Michael.Chitwood@skadden.com

All communications sent to G4G (as well as all communications to be sent after the Closing to New Zero Nox) to:

Zero Nox, Inc.

1343 S. Main Street
Porterville, CA 93257

Attn: Vonn Christenson

Email: vonnc@zeronox.com

With a copy (which shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue
New York, NY 10154

Attn: Mitchell S. Nussbaum & Tahra Wright

Email: mnussbaum@loeb.com & twright@loeb.com

All communications sent to the Investor shall be sent to:

____________________________

___________________________

Attn: ______________________

Email: _________________________

o. Each of the parties hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated hereby.

11. Disclosure. G4G shall, within the time frame required by the SEC rules and regulations, issue one or more press releases or furnish or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby, all material terms of the Transaction and any other material, non-public information that G4G, Zero Nox or their respective employees, agents or representatives has provided to the Investor or any of the Investor’s affiliates, attorneys, agents or representatives at any time prior to the filing of the Disclosure Document. As of such filing of the Disclosure Document, the Investor and the Investor’s affiliates, attorneys, agents or representatives shall not be in possession of any material, non-public information received from G4G, Zero Nox or any of their respective officers, directors, employees, agents or representatives and the Investor shall no longer be subject to any confidentiality or similar obligations under any then-current agreement, whether written or oral, with G4G, Zero Nox or any of their affiliates in connection this Subscription Agreement, or the Transaction. G4G understands and confirms that the Investor and the Investor’s affiliates, attorneys, agents or representatives will rely on the foregoing representations and covenants in effecting transactions of securities in G4G. Notwithstanding the foregoing, G4G shall not publicly disclose the name of the Investor or any affiliate or investment adviser of the Investor to any person, or include the name of the Investor or any affiliate or investment adviser of the Investor (i) in any press release or marketing materials without the prior written consent (including by e-mail) of the Investor (which consent shall not be unreasonably withheld or conditioned), or (ii) or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent (including by e-mail) of the Investor (which consent shall not be unreasonably withheld or conditioned), except as required by the federal securities laws, rules or regulations, and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which G4G’s securities are listed for trading, in which case G4G shall provide the Investor with prior written notice (including by e-mail) of such disclosure, and shall reasonably consult with the Investor regarding such disclosure.

12. Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, G4G, Zero Nox or any of their respective affiliates or any of their or their respective affiliates’ control persons, officers, directors and employees), other than the SEC Documents and the statements, representations and warranties of G4G expressly contained in this Subscription Agreement, in making its investment or decision to invest in G4G. The Investor agrees that no other party to the Transaction Agreement (other than G4G), including any such party’s representatives, affiliates or any of its or their control persons, officers, directors or employees, that is not a party hereto shall be liable to the Investor pursuant to this Subscription Agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereof or thereof, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by G4G, Zero Nox or any Non-Party Affiliate concerning G4G, Zero Nox, any of their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of G4G, Zero Nox or any of G4G’s or Zero Nox’s controlled affiliates or any family member of the foregoing.

13. Other Investors. For the avoidance of doubt, all obligations of the Investor hereunder are separate and several from the obligations of any other investor that may determine to commit to an investment in G4G. The decision of Investor to purchase the Shares pursuant to this Subscription Agreement has been made by Investor independently of any other investor or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of G4G, Zero Nox or any of their respective subsidiaries which may have been made or given by any other investor or investor or by any agent or employee of any other investor or investor, and neither Investor nor any of its agents or employees shall have any liability to any other investor or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any other subscription agreement, and no action taken by Investor or other investors pursuant hereto or thereto, shall be deemed to constitute Investor or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement or any other subscription agreement. The Investor acknowledges that no other investor has acted as agent for Investor in connection with making its investment hereunder and no other investor will be acting as agent of Investor in connection with monitoring its investment in the Shares or enforcing its rights under this Subscription Agreement. The Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any other investor to be joined as an additional party in any proceeding for such purpose.

14. Stock Splits, etc. If any change in G4G’s ordinary shares shall occur between the date hereof and immediately prior to the Closing by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, the number and type of Shares issued to the Investor and the Subscription Amount shall be appropriately adjusted to reflect such change.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, G4G has accepted this Subscription Agreement as of the date set forth below.

	THE GROWTH FOR GOOD ACQUISITION CORPORATION

	By:
	Name:
	Title:

Date: , 2023

IN WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

Name of Investor: _______________________

State/Country of Formation or Domicile: _______

By:

Name:

Title:

Name in which Shares are to be registered (if different):	Date: ________, 2023

Investor’s EIN:

Business Address:	Mailing Address-Street (if different):

City, State, Zip:	City, State, Zip:

Attn:	Attn:

Telephone No.:	Telephone No.:

Facsimile No.:	Facsimile No.:

Number of Shares subscribed for: [ ]

Aggregate Subscription Amount: $[ ] USD	Price Per Share: $[ ]

You must pay the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by G4G in the Closing Notice.

SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF THE INVESTOR

A.	QUALIFIED INSTITUTIONAL BUYER STATUS
	(Please check the applicable subparagraphs):

☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).

**OR**

B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS
	(Please check the applicable subparagraphs):

☐ We are an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, and have marked and initialed the appropriate box below indicating the provision under which we qualify as an “accredited investor.”

☐ We are not a natural person.

Rule 501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor and under which the Investor accordingly qualifies as an “accredited investor.”

☐ Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company;

☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐ Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;

☐ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, limited liability company, similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

☐ Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person; or

☐ Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.

**AND**

C. INSTITUTIONAL ACCOUNTS STATUS

☐ We or the investment adviser that has been delegated decision-making authority over our account are an “institutional account” (as defined in FINRA RULE 4512(c)).

This page should be completed by the Investor

and constitutes a part of the Subscription Agreement.

Exhibit 10.5

DATED 16.08.2023

SPONSORSHIP AGREEMENT

Between

BRILLIANT IN EXCELLENCE (UK) LIMITED

And

ZERO NOX INC

Sponsorship Agreement: [Subject] 

THIS SPONSORSHIP AGREEMENT is dated 27/07/2023 (the “Commencement Date”) between

PARTIES:

(1)

BRILLIANT IN EXCELLENCE (UK) LIMITED incorporated and registered in England with company number 10013030 whose registered office is at Suite I Windrush Court, Abingdon Business Park, Abingdon, Oxfordshire, United Kingdom, OX14 1SY (the “Team”); and

(2)

ZERO NOX INC incorporated and registered in California, USA with company number 82-2424459 whose registered office is at 1343 S. Main St., Porterville, CA 93257 USA (the “Sponsor”).

Each the “Party”, collectively, the “Parties”.

BACKGROUND

(A)

Pursuant to an agreement between the Fédération Internationale de l’Automobile (the “FIA”) and Formula E Holdings Limited (FEH), the FIA granted to FEH commercial and media rights (Championship Rights) relating to the promotion, organisation, exploitation and management of the world championship for electric single-seater cars known as the FIA Formula E World Championship (“Championship”).

(B)

FEH has sub-licensed certain Championship Rights to Formula E Operations Limited (“FEO”).and FEO has agreed to allow the Team to compete in the Championship pursuant to the provisions of an agreement (the “Championship Commercial Agreement”).

(C)

The Sponsor wishes to acquire, and the Team is willing to grant, subject to the terms and conditions in this Agreement, a sponsorship package, entitling the Sponsor to the use of the Team’s Marks in conjunction with its own brand, mark and benefits from other connected rights including the right to have the Sponsor Mark displayed on the Team’s race cars.

AGREED TERMS

INTERPRETATION

1.1

The definitions and rules of interpretation in this clause apply in this Agreement.

Affiliate: means a member of Party’s Group.

Agreement: this written agreement, including the Schedules, as varied, novated, supplemented, amended or replaced from time to time in accordance with its terms.

Applicable Laws: means all applicable laws, regulations, regulatory requirements and codes of practice of any relevant jurisdiction, as amended and in force from time to time.

Approved Assignee: means GFGC or the company or corporation formed from the acquisition by GFGC of the Sponsor or a merger of the Sponsor and GFGC.

Business Day: a day (other than a Saturday, Sunday or public holiday) on which banks are open for business in England.

Sponsorship Agreement: [Subject] 

Car: the electric single-seater Formula E racing car that the Team uses to compete in the Championship.

Championship: the motorsport competition for electric single-seater cars currently known as the ABB FIA Formula E World Championship, which is organised into Seasons each comprising a series of Events which feature Rounds in various Venues around the world.

Championship Footage: means any audio, visual and/or audio-visual footage portraying the Team taking part in the Championship or at any Event or Test, to the extent that such footage is (i) specifically and expressly delivered or otherwise made available by FEO (or its suppliers) for use by Team pursuant to this Agreement, or (ii) captured and used by Team and in any event shall be considered to be Championship Proprietary Rights.

Championship Image: means any still image portraying the Team taking part in the Championship or at any Event or Test, to the extent that such image is (i) specifically and expressly delivered or otherwise made available by FEO (or its suppliers) for use by the Team or (ii) captured and used by Team and which (A) shall not be considered to be Championship Proprietary Rights if only the Team’s Cars or Drivers are visible, and (B) shall be considered to be Championship Proprietary Rights if other teams, drivers, cars or Championship elements are visible.

Championship Marks: means (i) the logos owned and used by the Championship (Championship Marks), as may be amended or updated from time to time by FEO; and (ii) the terms ‘Formula E’ which is a registered trademark and ‘ePrix’.

Championship Proprietary Rights: means any and all Intellectual Property Rights in and to the FEO Materials.

Commercial Rights: any and all rights of a commercial nature connected with the Championship, including without limitation broadcasting rights, news media rights, interactive games rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights excluding, for the avoidance of doubt, those rights owned or controlled by any Governing Body are excluded.

Composite Mark: the marks, logos, designs and any other Intellectual Property Rights, combining both the Team Mark and the Sponsor Mark and used in connection with or in relation to the Championship.

Confidential Information: means all information which is considered by a disclosing party to be of a confidential nature, in the disclosing party’s possession or control, that was disclosed to the receiving party on or after the date of the Agreement whatever the format of such information and whether or not such information is marked "confidential" in any way, including but not limited to all know-how, financial, technical, operational, management and other information, marketing opportunities, business plans of the disclosing part and its affiliates and/or other members of the Group, the terms of this Agreement and negotiations leading to it but not including information which: (a) is in the public domain at the time of disclosure or which subsequently comes into the public domain through no fault of the receiving party; (b) was already lawfully in the possession of the receiving party prior to its disclosure by the disclosing party; (c) is subsequently disclosed to the receiving party by a third party who did not obtain it directly or indirectly from the disclosing party and authorize the receiving party to disclose it; or (d) is developed by any of the receiving party’s employees, officers, agents or subcontractors independently as a result of his own efforts, without access to or use or knowledge of, the relevant part of the disclosing party’s Confidential Information.

Sponsorship Agreement: [Subject] 

Control: means in respect of a company, the power of a person to directly or indirectly secure, by means of the holding of shares or the possession of voting power in or in relation to that company or any other body corporate or by virtue of any powers conferred by the articles of association or other document regulating that company or any other body corporate, that the affairs of the company are conducted in accordance with the wishes or directions of that other person and Controls and Controlled shall be construed accordingly. A Change of Control occurs if a person who controls any body corporate ceases to do so or if another person acquires control of it.

Driver: any driver, including a reserve driver, engaged by the Team to compete in the Championship at any point in time during the Term.

Events: any event of the Championship entered into the calendar by FIA for any Season during the Term, including Races and tests, podium ceremonies and such other official events as may be organised from time to time by FEH, FEO or the FIA in relation to the Championship and its promotion.

FEO Materials: means, individually or collectively as the case may be, the Championship Marks, Championship Images and Championship Footage.

FIA Regulations: any statutes, rules, regulations, codes, guidelines, resolutions or decisions promulgated or passed by FIA or any Governing Body, commission, authority or body governing the Championship at any time, comprising in particular the Sporting Code, the Sporting Regulations and the Technical Regulations applicable to the Championship at any relevant time as may be amended from time to time.

Force Majeure Event: means any event affecting performance of this Agreement by a Party which is beyond the reasonable control of such Party including, any strike, labour disturbance, industrial action or lockout (except, in each case, of such Party’s own employees or contractors), fire, failure or shortage of power supplies or other utility, failure of satellite or other communications links or other technical failure, failure by a Party to obtain parts or machinery, power failure or breakdown in machinery following best endeavours by that Party to obtain such parts or machinery or rectify the power failure or breakdown (as applicable) and not due to fault or negligence of the Party relying on the Force Majeure Event, import or export regulations or embargoes, abnormally inclement climate conditions, acts of God, flood, lightening, storm, explosion, earthquake, subsidence, structural damage, epidemic, pandemic or natural physical disaster (including for the avoidance of doubt, interruptions caused by the so called Covid-19 pandemic), riot, breach of security at a venue, disease, civil commotion or armed conflict, war or terrorist action, nuclear, chemical or biological contamination, any action taken or sanction applied by a government authority, or the threat of any of the foregoing.

GFGC: means The Growth for Good Acquisition Corporation.

Governing Body: includes, FIA and any recognised and properly constituted national or international governing body which is entitled to regulate the Championship.

Sponsorship Agreement: [Subject] 

Group: means, in relation to a party, its holding company, its subsidiaries and a subsidiary of its holding company.

Intellectual Property Rights: means all vested and future rights of copyright and related rights, design rights, database rights, patents, rights to inventions, trademarks and get-up (and goodwill attaching to those trademarks and that get-up), domain names, applications for and the right to apply for any of the above, moral rights, rights in know-how, rights in computer software and semiconductor topographies and any other intellectual or industrial property rights or equivalent forms of protection, whether or not registered or capable of registration and all renewals and extensions of such rights, whether now known or in future subsisting in any part of the world.

Licensed Spaces: the positions and areas on the Cars, Overalls and Team Wear, as further detailed in Schedule 2.

Media: any media, whether now known or hereafter invented or developed, in all languages, throughout the universe, including all forms of: (i) television, including standard, cable, digital, and satellite (including pay television, pay-per-view and video on demand); (ii) radio; (iii) telecommunication systems including telephones, mobile phones, pagers, tablets, etc.; (iv) mechanical reproductions including videograms, laser discs, cassettes, CD-ROMs, CDs, DVDs, Blu-Ray, memory storage media (including flash memory) and hard discs; (v) theatrical (including cinema) and non-theatrical exploitation; (vi) publishing in printed form, including hardback, paperback, digests, serialization, newspapers, magazines, comics, periodicals, quotations, anthologies, and translations; (vii) publishing, transmission and/or dissemination of information or materials by any electronic method and process, including the Internet, blockchain and any intranet (including by making available for download); and (viii) computer software and interactive multi-media.

Media Guidelines: the guide issued by FEO setting out in detail its requirements in respect of (i) use of Championship Footage, (ii) Championship Images, (iii) the ability of the Team to film and make available footage and photographs, and (iv) certain conditions relating to their use, as may be updated by FEO.

Overalls: the racing overalls and underwear worn by a Driver during Races and Tests.

Prohibited Material: any material that (i) does not comply with the FIA Regulations; (ii) is or may be indecent; (iii) is or may be defamatory; or (iv) for any organisation whose principal business in the opinion of a reasonable person encourages, in whatever manner, behaviour which promotes disparaging views or behaviour relating to an individual or group's colour, race, nationality, ethnic or national origins, sex, sexual orientation, marital status, religion, age or disability.

Races: each race included in the Championship calendar at a Venue during an Event, during the Season, during the Term, that shall count for the purposes of the Championship and the associated official practice and qualifying sessions at the same Venue in the two days immediately prior to each such race. A “Double Header” which is two Races back-to-back shall count as two (2) Races in that Season.

Sponsorship Agreement: [Subject] 

Regulations: the directives, byelaws, rules, resolutions, regulations and guidance notes and any other order or direction of any Governing Body or any regulatory or other body whose regulations affect the operation of this Agreement from time to time in force.

Season: the period comprising a season of the Championship as per the official FIA Championship calendar (which begins on the official pre-Season Test and ends following the last Event of the relevant Season).

Sponsor Brand: means ZERONOX

Sponsor Brand Guidelines: means the brand guidelines issued by the Sponsor which depict the Sponsor's Brand and set out the Sponsor’s requirements for the Team’s use of the Sponsor Brand as provided and updated by or on behalf of the Sponsor from time to time.

Sponsor Category: means Off Highway Electrification.

Sponsor Championship Materials: means any and all items, samples of Sponsor promotional, marketing or advertising materials produced by or on behalf of the Sponsor in any format whatsoever in connection with the exercise of the Sponsorship Rights.

Sponsor Designation: means “Official Off Highway Electrification Partner to the NIO 333 Racing Team”.

Sponsor Elements: means branding defined in 2.10, 2.11, 2.12 in Schedule 2.

Sponsor Mark: means the Sponsor’s logo’s as set out in 2.8 of Schedule 2.

Sponsor’s Website: the Sponsor’s website with the URL [www.zeronox.com] or such other URLs, incorporating the Sponsor Brand, as the Sponsor may use from time to time.

Sponsorship Fee: the sums (plus any applicable tax), payable by the Sponsor to the Team in accordance with Clause 4.

Sponsorship Rights: the rights and benefits set out in Schedule 2.

Sporting Code: the set of rules that apply for all international auto racing events governed by the FIA to regulate, encourage and facilitate motor sport, as amended and/or updated by the FIA from time to time.

Sporting Regulations: the Formula E Sporting Regulations covering sporting, disciplinary, safety and other aspects relating to the Championship as amended and/or updated by the FIA from time to time.

Taxes: means any and all applicable sales or similar taxes (including but not limited to VAT), duties, customs or other levies which may apply to the Sponsorship Rights.

Team: Brilliant in Excellence (UK) Limited which owns and operates an official Championship racing team which is currently known as the “NIO 333 Racing Formula E Team”.

Sponsorship Agreement: [Subject] 

Team Championship Collateral: any material produced by or on behalf of the Team bearing the Sponsor Brand, Sponsor Mark and/or the Composite Mark and used in connection with the Championship, including but not limited to livery, signage, print and digital marketing collateral, clothing (including podium caps, subject to approval by any Governing Body), accessories, merchandising, digital media and any other media whether now known or hereafter to be invented throughout the Territory for the purposes of advertising and publicity in relation to the Sponsor Mark.

Team Environment: means garage display, wall boards, partner bars, panels and interview and media backdrops used by the Team at Events.

Team Images: means any still or moving images (including audio visual images) portraying the Team taking part in the Championship or at any Event to the extent that the Team is authorised to use and licence such image.

Team Mark: the Team’s name, designation and logo(s) as set out in 2.9 of Schedule 2.

Team Mark Guidelines: the guidelines issued by or on behalf of the Team for the use of the Team Marks.

Team Members: all personnel, and any other persons providing services to the Team in relation to the Championship (including the Drivers and reserve drivers and operational staff), or otherwise taking part in any Event on behalf of the Team or as per the Team’s invitation.

Team Sponsor Logo Authorisation: means a team sponsor authorisation in the form set out in Schedule 6.

Team Wear: means the shirts, jackets and other apparel worn by Team Members taking part in any Event on behalf of the Team.

Team’s Website: the official website hosted by or on behalf of the Team with the URL https://www.nio333fe.com/ or such other URLs, incorporating the Team Mark, as the Team may use from time to time.

Technical Regulations: the Formula E Technical regulations relating to the technical requirements of Formula E cars, as amended and updated from time to time by the FIA.

Term: the period from the date of this Agreement and ending on the date that this Agreement expires or is terminated in accordance with its terms, and as set out in Clause 2.

Termination: termination or expiry of the Agreement, howsoever occurring.

Territory: the World.

1.2

Words in the singular include the plural and, in the plural, include the singular.

1.3

Any reference to a Recital, Clause or Schedule is to a Recital, Clause, paragraph or Schedule (as the case may be) of or to this Agreement.

Sponsorship Agreement: [Subject] 

1.4

The headings contained in this Agreement are for the purposes of convenience only and do not form part or and shall not affect the construction of this Agreement.

1.5

References to any statutory provisions shall be deemed to include any amendment, replacement or re-enactment for the time being in force.

1.6

All consents, approvals, notices, directions and/or instructions which are required to be given or obtained pursuant to this Agreement shall be given in writing, which other than in relation to notices under Clause 14 shall include email.

1.7

Whenever the terms of this Agreement provide for the consent or approval of either party to be given or obtained, unless otherwise stated, that party shall have an absolute discretion to grant or withhold such consent or approval and shall act in a commercially reasonable manner with regard to the timing of such consent.

1.8

A reference to the “Sponsor”, “Team” or a “Party” means a party to this Agreement and includes its successors in title, personal representatives and assignees.

TERMS AND RENEWAL

2.1

This Agreement shall come into effect on the Commencement Date and unless it is subject to earlier termination in accordance with its terms, shall continue until 14 (fourteen) days after the last Race of the 2025/2026 Championship Season (Season 12) (the “Term”) when it shall terminate automatically without notice.

2.2

On the expiry of the Term as stated in Clause 2.1 this Agreement will not be automatically renewed.

2.3

If the Sponsor wishes to extend this agreement for a further term it shall give the Team notice of its desire to do so (an “Extension Notice”) by no later than 12 (twelve) months before the expiry of the Term. Following receipt of an Extension Notice, the Sponsor and the Team shall negotiate in good faith with a view to agreeing upon an extension of this Agreement (whether by way of an amendment to this agreement or the entry into a new sponsorship agreement between the Parties) until the earlier of (i) the Parties reaching agreement on the extension terms and entering into a definitive written agreement in relation thereto or (ii) the date 9 months before the Term expires. For the avoidance of doubt, neither Party is required to enter into an extension or new agreement.

GRANT OF RIGHTS BY TEAM AND OBLIGATIONS

3.1

In consideration of the payment to the Team by the Sponsor of the Sponsorship Fee, the Team grants to the Sponsor the following rights and obligations in connection with the with the Championship and the advertisement and promotion of the Sponsor Brand and the Sponsor’s Services:

(a)

The Sponsorship Rights as set out in Schedule 2;

(b)

The Intellectual Property Rights as set out in Schedule 3; and

(c)

Team Obligations set out in Schedule 4.

Sponsorship Agreement: [Subject] 

3.2

The grant at clause 3.1 is subject to;

(a)

FEO’s approval;

(b)

the terms and conditions of this Agreement;

(c)

the grant of the Team Sponsor Logo Authorisation by the Sponsor;

(d)

the provisions of and compliance with the Guidelines, Applicable Laws and the FIA Regulations.

3.3

All rights not expressly granted to the Sponsor under this Agreement are hereby reserved to the Team. The Sponsor acknowledges and agrees that:

(a)

the Team is the owner of the Commercial Rights and of all rights in the Team Mark;

(b)

the Sponsor shall not be entitled to exploit or enter into any commercial or other agreement to exploit any of the Commercial Rights other than the Sponsorship Rights;

(c)

the Sponsor shall have no rights in relation to any Driver save insofar as such rights relate to the Driver in his capacity as a driver of the Car for the Team; and

(d)

the Sponsor will not have exclusive rights to the provision of sponsorship during the Term of the Agreement except in respect to the Sponsorship Category.

3.4

The Sponsor acknowledges that any Sponsorship Rights which relate to any Driver may only be exploited for so long as the Driver is and remains contracted to the Team to drive a Car.

3.5

In the event that, for whatever reason, the Team is unable to deliver any or some of the Sponsorship Rights precisely as set out at Schedule 2 then:

(a)

the Parties shall discuss the delivery of alternative rights which are of:

(i)

a reasonably substitutable nature; and

(ii)

an equivalent value to the Sponsor to the affected Sponsorship Rights; and

(b)

the Team shall use its best endeavours, acting in good faith, to comply with any reasonable request of the Sponsor in respect of the alternative rights.

CONSIDERATION

4.1

In consideration of the grant of the Sponsorship Rights, the Sponsor agrees to pay to the Team the Sponsorship Fee totalling $ 1,980,000 (1 million, nice hundred and eighty thousand dollars), in the sums and in the dates set out in Schedule 1.

4.2

All sums set out in Clause 4.1 are exclusive of Taxes including value-added taxes, which, if applicable, shall be paid by the Sponsor in addition hereto.

4.3

Payment of the Sponsorship Fee shall be made in full without any set-off, deduction or other withholding whatsoever.

4.4

All sums payable by the Sponsor to the Team under this Agreement shall be sent by the Sponsor by bank transfer to the Team’s bank account as advised in writing to the Sponsor.

Sponsorship Agreement: [Subject] 

4.5

The Team may charge interest on all payments due to it from the Sponsor which are not paid on or before their due date for payment at the rate of 8% (eight per cent) above the Bank of England’s base rate for the time being in force from the due date for payment to the date when payment in full is actually received by the Team.

GRANT OF RIGHTS BY SPONSOR AND OBLIGATIONS

5.1

The Sponsor grants to the Team the following rights and obligations in connection with the Championship and the advertisement and promotion of the Sponsor Brand and the Sponsor’s Services:

(a)

The Intellectual Property Rights as set out in Schedule 3; and

(b)

Sponsor Obligations set out in Schedule 5.

5.2

All rights not expressly granted to the Team under this Agreement are hereby reserved to the Sponsor. The Team acknowledges and agrees that:

(a)

the Sponsor is the owner of all rights in the Sponsor Mark; and

(b)

the Team shall not be entitled to exploit or enter into any commercial or other agreement to exploit the Sponsor Brand or Sponsor Mark.

SUSPENSION AND TERMINATION

6.1

The Team may (without prejudice to its other rights), with five (5) days prior written notice to the Sponsor, suspend, for cause, delivery of the Sponsorship Rights.

6.2

Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either Party may terminate this Agreement without liability to the other immediately by giving written notice to the other Party if:

(a)

the other Party commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach to the satisfaction of the other Party within a period of 14 (fourteen) calendar days (or such further time as the other Party may, in its absolute discretion, specify)after being notified in writing to do so; or does not commence to remedy that breach, within a reasonable time (having regard to the nature of the breach) after being given notice in writing requiring to remedy the breach; or

(b)

has regularly or persistently failed to meet any, some, or all requirements of this Agreement, whether or not the other Party has required to remedy a breach under Clause 6.2(a); or

(c)

the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or is deemed unable to pay its debts; or

(d)

the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or

Sponsorship Agreement: [Subject] 

(e)

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party; or

(f)

an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party; or

(g)

a floating charge holder over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver; or

(h)

a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party; or

(i)

the other Party, being an individual, is the subject of a bankruptcy petition or order; or

(j)

a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 (fourteen) days; or

(k)

any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 6.2(d) to Clause 6.2(i) (inclusive); or

(l)

the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(m)

as a result of any act or omission by the other Party the Party reasonably considers that the commercial image or reputation of the Party has been, or is likely to be, (if such breach were repeated), materially adversely affected.

6.3

The Team may (without prejudice to its other rights) terminate this Agreement forthwith by written notice to the Sponsor if the Sponsorship fee and/or outstanding payables invoiced are outstanding more than 30 (thirty) days after the date for payment thereof set out in Schedule 1.

6.4

The Team may terminate this agreement without liability to the Team immediately by giving written notice to the Sponsor if:

(a)

the Sponsor has offered or given or agreed to give to any person employed or engaged by the Team or any other person any gift or payment of any kind as an inducement or reward for doing or not doing or for having done or not done any action in relation to this Agreement, or if the same has been done by any person employed by the Sponsor or acting, with the Sponsor’s knowledge, on the Sponsor’s behalf; or

(b)

the Sponsor transfers its assets or business or a substantial part thereof to a third party and the third party is, in the Team’s reasonable opinion, likely to materially affect the Team's ability to deliver the Sponsorship Rights; or

(c)

there is a change of Control of the Sponsor; or

Sponsorship Agreement: [Subject] 

(d)

the Team’s entry into the Championship is rejected by the FIA or if the Team is excluded by the FIA from entering a Car in the Championship, on any basis other than the Team’s or Driver’s act or failure to act in compliance with any applicable FIA Regulations; or

(e)

the Sponsor’s action or failure to act brings the Team or the Team Brand into disrepute; or

(f)

the Sponsor materially or persistently breaches any of its obligations under this Agreement so as to materially dilute the nature of the Sponsorship Rights such that the primary business rationale for continuing with the Agreement is no longer present.

CONSEQUENCES OF TERMINATION

7.1

The expiry or termination of this Agreement shall be without prejudice to any rights which have accrued to either of the Parties under this Agreement.

7.2

Termination of this Agreement shall not affect the validity of any provisions of this Agreement which are necessary for its interpretation or enforcement or which are intended to survive the termination or expiry of this Agreement.

7.3

On expiry or termination of this Agreement:

(a)

all of the Sponsorship Rights shall forthwith terminate and automatically revert to the Team;

(b)

the Sponsor and the Team shall use their best endeavours to remove the Sponsor Marks from the Team’s Championship Collateral;

(c)

subject to Clause 7.5, the Sponsor shall not use or exploit its previous connection with the Team, or the Drivers, whether directly or indirectly, save that historic or archive references to the Sponsorship are permitted;

(d)

the Team may grant all or any of the Sponsorship Rights to any third party;

(e)

each Party shall promptly return to the other all of the property of the other Party within its possession;

(f)

the Sponsor shall have no further right to use the Team Mark and the Team shall have no further right to use the Sponsor Brand or Sponsor Mark, save that historic or archive references to the sponsorship are permitted;

(g)

the Sponsor shall not produce any further Sponsor Materials bearing any of the Team Mark or which otherwise utilise any of the Sponsorship Right, and the Team shall not produce any further materials bearing any of the Sponsor Brand; and

(h)

neither the Sponsor nor the Team shall hold itself out as associated with the other, save that historic or archive references to the sponsorship are permitted.

7.4

Upon termination of this Agreement for any reason, each Party shall take reasonable steps to mitigate its loss.

Sponsorship Agreement: [Subject] 

7.5

The Sponsor may retain for internal business purposes only any Sponsorship Materials in existence prior to the date of expiry or termination of this Agreement.

FORCE MAJEURE

8.1

If, by reason of any Force Majeure Event, the Team or the Sponsor is delayed in or prevented from performing any of the provisions of this Agreement, then such delay or non-performance shall not be deemed to be a breach of this Agreement and no loss or damage shall be claimed by the Party that is delayed or prevented from performing any of its obligations under this Agreement solely as a result of a Force Majeure Event.

8.2

Should the Sponsor's exercise of the Sponsorship Rights under this Agreement be materially interrupted or interfered with by reason of any Force Majeure Event, then the obligations of the Team under this Agreement shall be suspended during the period of such interference or interruption and such event(s) that was scheduled to occur during the period of suspension shall be, at the Sponsor’s sole option terminated or postponed for a period of time equivalent to the period of suspension, and the Parties shall use their best endeavours to minimise and reduce any period of such suspension.

8.3

If a Party is totally or partially delayed or prevented from performing any of its obligations under this Agreement solely as a result of a Force Majeure Event, it shall promptly notify the other Party in writing of the matters constituting the Force Majeure Event and provide the other Party with its best estimate of the likely extent and duration of the Force Majeure Event. The Party that is delayed or prevented from performing its obligations under this Agreement solely as a result of a Force Majeure Event shall be excused performance of such obligations from the date of such notice for so long as the Force Majeure Event shall continue provided that:

(a)

such Party shall, throughout the duration of the Force Majeure Event, take all reasonable steps to mitigate the effects of the Force Majeure Event; and

(b)

upon cessation of the Force Majeure Event, the Party affected shall promptly notify the other Party in writing of such cessation.

LIABILITY AND INDEMNITY

9.1

Nothing in this Agreement shall exclude or restrict either Party's liability for fraud or fraudulent misrepresentation or for death or personal injury resulting from the negligence of that Party or of its employees while acting in the course of their employment or for any other liability which cannot be excluded by law. Nothing in this Agreement shall restrict the Sponsor’s liability to the Team for reputational damage to the Team or the Team's officers or employees that is solely the result of or caused by the Sponsor’s intentional misconduct.

9.2

Subject to Clause 9.1, neither Party shall be liable to the other under this Agreement for any loss, damage, cost, expense or other claim for compensation arising as a direct or indirect result of breach or non-performance of this Agreement that is solely the result of or caused by a Force Majeure Event.

9.3

Subject to Clause 9.1, under no circumstances shall either Party be liable for any consequential costs, damages, claims, actual or alleged, suffered by the other Party.

Sponsorship Agreement: [Subject] 

9.4

Subject to Clauses 9.1 and 9.8, the maximum aggregate liability of the Team in contract, tort, or otherwise (including any liability for any negligent act or omission) howsoever arising out of or in connection with the performance of their respective obligation under this Agreement in respect of any one or more incidents or occurrences during the Term shall be limited to a sum equal to the amount of Sponsorship Fee received by the Team as at the date of such act or omission in the relevant Season.

9.5

The Sponsor shall indemnify and keep indemnified the Team from and against all losses, damages, penalties, costs (including, without limitation, all reasonable legal costs), expenses, demands or liabilities arising out of or in connection with any claims by a third party that the use by the Team of the Sponsor Marks strictly in accordance with the provisions of this Agreement infringes any Intellectual Property Rights of that third party.

9.6

The Team shall indemnify and keep indemnified the Sponsor from and against all losses, damages, penalties, costs (including, without limitation, all reasonable legal costs), expenses, demands or liabilities arising out of or in connection with any claims by a third party that the use by the Sponsor of the Team Mark strictly in accordance with the provisions of this Agreement infringes any Intellectual Property Rights of that third party.

9.7

The indemnities in Clauses 9.5 and 9.6 are conditional in each case upon:

(a)

the indemnified Party giving the indemnifying Party notice as soon as practicable of any event likely to give rise to a claim or liability, such notice to specify in reasonable detail the nature of the relevant claim or liability and the type and amount of alleged damages;

(b)

the indemnified Party making no admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed); and

(c)

the indemnified Party using its commercially reasonable endeavours to mitigate its loss.

9.8

The limitation of liability contained in Clause 9.4 shall not apply to limit the liability of the Team in respect of the indemnities given by it in Clause 9.6.

10.

ASSIGNMENT

10.1

Subject to 10.2, neither Party shall be entitled to assign, sub-licence or otherwise deal with or declare any trust over its rights and benefits in this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld or delayed.

10.2

Nothing in this clause shall prevent the Sponsor from assigning this Agreement to the Approved Assignee if the Sponsor is acquired by or merged with GFGC or a substantial part of it or its assets are acquired by or merged with GFGC and the resultant body is listed on the Nasdaq exchange.

11.

ANNOUNCEMENTS AND CONFIDENTIALITY

11.1

The contents of this Agreement and all communications, whether written or verbal, between the Parties are confidential and no Party shall (and shall ensure that its officials and employees shall not) either during or following expiration or earlier termination of this Agreement disclose the same or any of the other commercial or technical activities or policy, except so far as is necessary for the execution of obligations hereunder.

Sponsorship Agreement: [Subject] 

11.2

The Team shall work together with the Sponsor to develop and stage such launch events as shall be deemed necessary by the Sponsor and as agreed by the Team in order to publicise the sponsorship pursuant to this Agreement, the costs of such event to be borne by the Sponsor.

11.3

The Sponsor agrees that it shall refrain from any public declaration or comment in any form which may harm, weaken denigrate, disparage, defame, bring into disrepute or be derogatory in relation to the fame, name and/or image of the Team.

12.

NON DENIGRATION

12.1

The Sponsor agrees for itself and for and on behalf of its directors, officers, employees and agents that it shall refrain from any public declaration, act, statement or comment in any form which may harm, weaken, denigrate, disparage, defame, bring into disrepute or be derogatory in relation to the fame, name and/or image of the Team, the FIA, FEH, FEO, the Championship or any of their respective or the Events’ sponsors, suppliers and partners or their directors, shareholders and/or employees and personnel or the products or services of any thereof.

12.2

The Team agrees that it shall refrain from any public declaration or comment in any form which may harm, weaken denigrate, disparage, defame, bring into disrepute or be derogatory in relation to the fame, name and/or image of the Sponsor.

13.

POINTS OF CONTACT

13.1

The principal point of contact for each Party (unless the other Party is notified otherwise in writing) shall be:

Team: Alex Hui

Email: alex.hui@bie-uk.com

Sponsor: Robert Cruess

Email: robertc@zeronox.com

13.2

The Sponsor acknowledges and agrees that it is not entitled to rely on any representation, authorisation or decision of the Team unless made by the principal point of contact (or his designated replacement for which Sponsor has received written notification) set out in Clause 13.1.

14.

NOTICES

14.1

Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each Party required to receive the notice at its address as set out below:

Team:

Brilliant in Excellence (UK) Limited, Suite I Windrush Court, Abingdon Business Park, Abingdon, Oxfordshire, United Kingdom, OX14 1SY

Sponsor:

ZeroNox, (82-2424459), 1343 S. Main St., Porterville, CA 93257 USA

or as otherwise specified by the relevant Party by notice in writing to each other Party.

Sponsorship Agreement: [Subject] 

Any notice shall be deemed to have been duly received:

(a)

if delivered personally, when left at the address and for the contact referred to in this clause; or

(b)

if sent by pre-paid first class post or recorded delivery, at 9.00am on the second Business Day after posting; or

(c)

if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

14.2

A notice required to be given under this Agreement shall not be validly given if sent by email.

14.3

The provisions of this Clause 14 shall not apply to the service of any proceedings or other documents in any legal action.

15.

LAW AND DISPUTES

15.1

This agreement shall be governed by and construed in accordance with the law of England and Wales.

15.2

In the event of any disagreement or dispute between both Parties arising in connection with this Agreement, both Parties agree to use best endeavours to reach an amicable settlement. If such a settlement cannot be reached within five (5) calendar days from the occurrence of a dispute notified by either Party to the other, then either Party may by notice in writing served on the other require that such dispute be resolved by the determination of an independent third party acceptable to both Parties. If the Parties cannot agree on an independent third party within seven (7) days of the date of service of the notice then either Party may request aid of a trained mediator from the Centre for Effective Dispute Resolution (CEDR).

15.3

If a settlement still cannot be reached within 30 calendar days from the occurrence of a dispute notified by either Party to the other, then all such disagreements or disputes shall be settled by arbitration exclusively according to the Laws of England and Wales. Each Party irrevocably waives any objection it might have to disputes arising out of or in connection with this agreement on the grounds of an inconvenient forum.

15.4

Any information or documents disclosed in connection with the resolution of the dispute must be kept confidential and may not be used except to attempt to settle the dispute or within the arbitral proceedings provided for in Clause 15.3 above.

15.5

Both Parties will each bear their own costs of resolving a dispute under this Clause 15 and will bear equally the costs of any third party engaged provided that such third parties have been engaged at the express request of both Parties.

16.

GENERAL

16.1

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Sponsorship Agreement: [Subject] 

16.2

This Agreement constitutes the whole agreement between the Parties and supersedes all previous agreements between the Parties relating to its subject matter. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Nothing in this sub-clause shall limit or exclude any liability for fraud.

16.3

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

16.4

Each Party shall bear its own costs and expenses in connection with the negotiation, preparation, execution, and performance of this Agreement and any documents referred to in it.

16.5

Each Party shall use all reasonable endeavours to procure that any necessary third party shall execute such documents and perform such acts as may be required for the purpose of giving full effect to this Agreement.

16.6

If a provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the Parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the Parties' original commercial intention. The obligations of good faith expressed in this clause mean that the Parties shall (i) observe reasonable commercial standards of fair dealing, (ii) disclose facts which would be material to the other Party, (iii) adhere to the spirit of the Agreement and/or the agreed common purpose, (iv) demonstrate mutual trust and dependence in negotiations between them and (v) act consistently with the justified expectations of the Parties.

16.7

No variation of this Agreement shall be effective unless it is in writing and signed by a duly authorised representative of each party.

16.8

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with law in England and Wales. The Parties irrevocably agree that courts in England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

16.9

Nothing in this Agreement shall confer any benefit on any third party and any person who is not a Party to this Agreement may not enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

16.10

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.

Sponsorship Agreement: [Subject]

SIGNED for and on behalf of BRILLIANT IN EXCELLENCE (UK) LIMITED by a duly authorised officer


Name & Designation (Block letters)	Signature	Date
In the presence of


Name & Designation (Block letters)	Signature	Date

SIGNED for and on behalf of ZERO NOX INC by a duly authorised officer:


Name & Designation (Block letters)	Signature	Date
In the presence of


Name & Designation (Block letters)	Signature	Date

Sponsorship Agreement: [Subject]

SCHEDULE 1 – PAYMENT SCHEDULE

1.1

Fees

The total fees for the Term of this Agreement shall be $1,980,000 (one million and nine hundred and eighty thousand dollars). The schedule of payments aligns with the PIPE Subscription agreement.

1.2

Transaction to be completed in full no later than September 15^th 2023 in compliance with the subscription agreement.

Sponsorship Agreement: [Subject]

SCHEDULE 2 – SPONSORSHIP RIGHTS

The following will be provided to the Sponsor by the Team:

	Sponsorship Rights	Description	Conditions
2.1	Agreed Sponsor Mark will be placed (see image 2.9 below) on Team Cars	Example Sponsor placement on Car - see image 2.10 below	(a)    Agreed Sponsor Mmark to be placed on Team cars in the Licensed Spaces - Nose Cone, and Inside Back Wing Endplates in agreed location as per the approved livery at 2.10 below. (b)       Branding to be coloured/monochrome (black and white) as indicated in 2.10.
2.2	Agreed Sponsor’s Mark (see image 2.9) will be placed on Team Environment	Example Sponsor placement on Team Environment  - see 2.11 below	(a)    Agreed Sponsor’s Mark will be placed on the Team Environment after Season 10 where used at Events as displayed and indicated in 2.11 below. (b)    Branding to be coloured/monochrome (black and white) as indicated in 2.11.
2.3	Agreed Sponsor’s Mark (see image 2.9) will be placed on Team Wear  and Overalls	Example Sponsor placement on Team Wear and driver suits - see image 2.12 below	(a)    Agreed Sponsor’s Mark will be placed on Team Wear after Season 10 – Single sleeve in a size and placement on the sleeves in a location and frequency as per the approved livery at 2.12 below. (b)    Agreed Sponsor’s Mark will be placed on Overalls after Season 10 – Single Colour - Sleeves, in a size and placement in a size, location and frequency as per the approved livery at 2.12 below. (c)    Branding to be Monochome (black & white) unless any colouring is otherwise agreed.
2.4	Sponsor can use Approved Team Images	Still and Moving Team Images	(a)    Still image rights for editorial and case study production from Team’s Image library until the end of Term of the Agreement, access to the library made available promptly on request (b)    Moving and audio-visual Team Image content for editorial and case study production supplied by the Team only until the end of Term of the Agreement (c)    Sponsor will have the right to provide image requirements at events for Team Photographers (d)    Sponsor can use Team Media Content for Internal & External platforms (e)    Team will announce Sponsor partnership via a mutually agreed Press Release – Distributed Via our media partners & social media platforms (f)     Team will support Sponsor promotional campaigns around new products or business developments via a further press release and or social media support. (g)    Sponsor have the right to issue a reasonable number of press release per season regarding the partnership

Sponsorship Agreement: [Subject]

2.5

(a)    The Team will announce the Sponsorship via press release and on Team’s website and social media channels no later than 3 days after the Commencement Date. Continuation announcements to be issues annually at start of Season 10, Season 11 and Season 12 unless the Term is terminated before.

(b)   The Team will work in partnership with the Sponsor to support in PR initiatives off track and work collaboratively where possible on bespoke campaigns. The Team will provide one (1) social media post per platform per race, mentioning Sponsor. For the avoidance of doubt posts shall take place on every social media platform on which the Team operates and which shall include as a minimum (and without limitation) Facebook, Instagram and Twitter.

(c)    The Sponsorship will also be announced via Team’s social media channels, to include Twitter, Facebook and Instagram, and Weibo.

(d)    Link to the Sponsor’s website to be placed above the fold on the Team Website for the duration of the Term, in a location visible to visitors and at least as visible as other sponsors of the Team.

(e)    Social Media: Throughout each Season during the Term, there shall be 1 Unique Post Per Event Per Platform + Social Conversation with Sponsor + Single Season Long Campaign

2.6

Hospitality at track

Team Hospitality

(a)    Up to USD $64,000 cost to the Team per Season of additional promotional activities at Events as determined by the Team in coordination with the Sponsor. Unused allowance will not be carried over to subsequent Seasons.

(b)    Formula E Hospitality costs will be updated on a per season basis. For the purpose of this agreement, average prices will be documented:

· Emotion Club Access -$2500 Per event

· Electric Lounge - $500 Per Event

· Grandstand - $50 per Event

· Team Hospitality - $800 per event (minimum purchase 10 passes)

All passes to include garage tour + driver meet and greet and team gifting.

Sponsor will use its best efforts to confirm numbers of tickets required at least 12 weeks prior to each race. However, Team will attempt to accommodate any subsequent ticket requests. Costs outside of allocated activation budget to be re-charged to the Sponsor and payment should be cleared two weeks prior to each race. Hospitality tickets are considered confirmed when payment is received from the Sponsor. All hospitality tickets may be governed by stipulated guidelines from the Formula E promoter and these may change from time-to-time for each ePrix event.

Sponsorship Agreement: [Subject]

2.7

Merchandise

Team Merchandise

(a)    The Sponsor can purchase co-branded Team merchandise that can only be designed and produced at Sponsor’s request through the Team or it’s official apparel provider. Prices and MOQs to be confirmed on request.

(b)    The Sponsor can purchase Team merchandise with 10% discount from the Retail Price.

2.8

2.9

Sponsorship Agreement: [Subject]

2.10

2.11

Sponsorship Agreement: [Subject]

2.12

Sponsorship Agreement: [Subject]

SCHEDULE 3 – INTELLECTUAL PROPERTY RIGHTS

Team Grant

3.1

The Team grants to the Sponsor the right to use the Team Mark and Sponsor Designation throughout the Territory during the Term on a royalty-free, non-transferable basis to advertise, market and promote the Sponsor’s association with the Team including on Sponsor Championship Materials.

3.2

Any rights granted by this agreement are only given in respect of BIE UK and the Sponsor’s sponsorship of BIE-UK’s participation in the Championship and are not related to any other agreement(s) with BIE-UK or any Affiliate of BIE-UK.

3.3

With the grant at clause 3.1, the Sponsor shall ensure that its use of the Team Mark and Sponsor Designation comply with the Team Mark Guidelines.

3.4

The Sponsor acknowledges that all Intellectual Property Rights in relation to the Team Mark and Sponsor Designation are and shall remain the sole and exclusive property of the Team and the Sponsor shall not acquire any rights or interests in the same other than such limited rights of use as are granted pursuant to this Agreement.

Sponsor Grant

3.5

The Sponsor grants to the Team, the right to use the Sponsor Brand and Sponsor Mark throughout the Territory during the Term on a royalty-free, non-transferable basis for the sole purpose of delivering the Sponsorship Rights pursuant to this Agreement.

3.6

The grant includes the right to;

	3.6.1	exploit, manufacture, distribute, market, advertise, promote, sell, broadcast and other use of any Team Elements or any part thereof or activities relating thereto which may display any of the Sponsor Brand or Sponsor Mark (including the production and sale of Non Fungible Tokens), in each case in all forms and in all Media whether now known or hereafter devised;
	3.6.2	include and represent the Team Elements which may display any of the Sponsor Brand or Sponsor Mark in Championship Interactive Games; and
	3.6.3	the right to produce promotional materials of any kind, using Team Elements which may display any of the Sponsor Brand or Sponsor Mark for the purposes of promoting the Championship and/or any Events/Tests.

3.7

The Team shall ensure that its use of the Sponsor Brand and Sponsor Mark comply with the Sponsor Mark Guidelines.

3.8

The Team acknowledges that as between the Sponsor and the Team, all Intellectual Property Rights in relation to the Sponsor Brand and Sponsor Mark are and shall remain the sole and exclusive property of the Sponsor and the Team shall not acquire any rights or interests in the same other than such limited rights of use as are granted to it pursuant to this Agreement.

Sponsor Grant to the FIA and others

3.9

Sponsor in its condition as sponsor of the Team, hereby grants in favour of FORMULA E OPERATIONS LIMITED (FEO) and FÉDÉRATION INTERNATIONALE DE L’AUTOMOBILE (the FIA) the perpetual, sub-licensable (in whole or in part) and irrevocable worldwide right, in the broadest possible terms, to reproduce, broadcast, communicate to the public, copy, install, encode, encrypt, display, use, commercialise, cache, store, transmit and distribute any and all content in any and all media from time to time whether now known or hereafter invented containing any identification, mark, logo or any other element belonging to the Sponsor and which the Sponsor shall deliver to the Team for inclusion on the Cars, Overalls and/or any other Team’s displayed items in relation to promotion of the Championship including Team Elements. Furthermore, the Sponsor hereby represents, warrants and undertakes that all elements submitted by the Sponsor for such purposes shall belong to the Sponsor and, therefore, that the use by the Team and/or exploitation by FEO and/or the FIA of the rights aforementioned shall not result in breach of any third-party rights.

Sponsorship Agreement: [Subject]

3.10

The Team may replace or amend the Team Mark from time to time, by giving reasonable advance written notice to the Sponsor, and where such change occurs within three months of the first Event of the Season, any costs and expenses incurred by the Sponsor as a result of such change shall be payable by the Team.

3.11

The Sponsor may replace or amend the Sponsor Brand and Sponsor Mark from time to time, by giving reasonable advance written notice to the Team, and where such change occurs within three months of the first Event of the Season, any costs and expenses incurred by the Team as a result of such change shall be payable by the Sponsor.

3.12

The use of the Team Mark and Sponsor Designations are for brand and promotional purposes only as an advertisement. The Sponsor will not display or use them in any way that holds itself out as being the FIA, FEH, FEO or the Team (or any of them) nor to imply that the Sponsor is an agent of them (or any of them) or in any joint venture or legal partnership with them (or any of them).

3.13

For the avoidance of doubt, the Sponsor may not directly link itself with the FIA, FEH, or FEO other than through a direct contractual relationship with them as a sponsor of them.

Sponsorship Agreement: [Subject]

SCHEDULE 4 – OBLIGATIONS OF THE TEAM

4.1

In consideration of the payment of the Sponsorship Fee, the Team hereby represents warrants and undertakes to the Sponsor at all times during the Term as follows:

(a)

to deliver the Sponsorship Rights to the Sponsor, in accordance with the terms of this Agreement;

(b)

that it has and will continue to have full right, title and authority to enter into this Agreement and accept and perform the obligations imposed on it by this Agreement;

(c)

to only display the Sponsor Brand in the manner and form illustrated in the Sponsor Brand Guidelines produced by the Sponsor or as agreed with the Sponsor;

(d)

not to obscure the Sponsor Mark;

(e)

to keep the Sponsor informed as promptly as reasonably practicable with respect to material developments or changes to the Team which might affect the Sponsor's use of the Sponsorship Rights;

(f)

that it owns and controls the Team Mark and no third party will be authorised by the Team to use the Team Mark in conflict with the Sponsorship Rights granted to the Sponsor during the Term; and

(g)

to ensure that the Team's Website, and all digital and social media directly or indirectly controlled by the Team, will not contain or link to any Prohibited Material.

Sponsorship Agreement: [Subject]

SCHEDULE 5– OBLIGATIONS OF THE SPONSOR

5.1

The Sponsor hereby represents warrants and undertakes that:

(a)

it shall pay the Sponsorship Fee to the Team in the amounts and on the dates specified in Clause 4 and Schedule 1;

(b)

it has, and will continue to have throughout the Term, full right, title and authority to enter into this Agreement and to accept and perform the obligations imposed on it under this Agreement;

(c)

it owns or is entitled to use and to grant to the Team, the right to use the Sponsor Brand and Sponsor Mark as required to perform its obligations pursuant to this Agreement and the use by the Team of the Sponsor Brand or Sponsor Mark in accordance with the terms of this Agreement will not infringe the rights of any third party;

(d)

it shall exercise the Sponsorship Rights in accordance with the terms of this Agreement;

(e)

it shall not do or permit anything to be done which might adversely affect the rights of the Team in or to any of the Commercial Rights or the value of the Commercial Rights;

(f)

it shall comply to the FIA Regulations and all relevant Applicable Laws (including but not limited to all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, and specifically and it shall not exercise the Sponsorship Rights in any manner that might constitute an offence under such laws, statutes, regulations and/or codes) rules, regulations, directions, codes of practice or guidelines imposed by national law or any competent authority which are applicable to the Championship or the Team, or to the activities of advertisers or sponsors in connection with any of the above;

(g)

it shall ensure that any and all Sponsor Materials are produced to the Sponsor's corporate quality standards and are fit for their purpose;

(h)

it shall not exercise the Sponsorship Rights in a manner that is knowingly detrimental to the Championship; and

(i)

it shall execute and provide the Team with the Team Sponsor Logo Authorisation.

5.2

The Sponsor shall ensure that all uses of the Team Mark and Sponsor Designation on Sponsor Championship Materials shall be approved by the Team and conform with the terms of this Agreement. The Sponsor shall, at the request of the Team, promptly withdraw any Sponsor Championship Materials, which, in the Team's opinion, do not comply with the provisions of the Team Mark Guidelines or the terms of this Agreement.

5.3

The Sponsor shall receive the prior written approval from the Team when using the Team information including but not limited to name, mark and photos for any public uses.

5.4

The Sponsor acknowledges that the primary function of the Team is to participate and perform to the best of their ability in the Championship. The competitive activities of the Team shall take priority over any obligation of the Team or any Driver.

5.5

For the avoidance of doubt, the Sponsor acknowledges that FEO controls the manufacture, production, sale and distribution of all merchandise.

5.6

The Sponsor acknowledges and agrees that any use of any FEO Materials shall be subject to the following general conditions:

5.6.1

FEO Materials used by it must give prominence to the Team’s Drivers, Cars or Team Elements so that there is no direct association with any other team;

5.6.2

FEO Materials used by the Sponsor must be a true and accurate representation of the Car, Driver and any Championship elements (including in relation to context and narrative), and must not be altered in any way and shall be (as far as reasonably possible, and except where used in a historical context) from the then current Season.

Sponsorship Agreement: [Subject]

SCHEDULE 6 – Team Sponsor Logo Authorisation

To:

FÉDÉRATION INTERNATIONALE DE L’AUTOMOBILE 2

Chemin de Blandonnet 

CH 1215 – Geneva 15

Switzerland

And:

FORMULA E OPERATIONS LIMITED,

3 Shortlands, 

9th Floor, Hammersmith,

London,

W6 8DA

16.08.23

Dear Sirs/Madam

Team sponsor logo AUTHORISATION and team elements

With reference to the Championship Commercial Agreement entered into by and between FORMULA E OPERATIONS LIMITED (“FEO”) and BRILLIANT IN EXCELLENCE (UK) LIMITED (“TeamCo” for the purposes of this authorisation) (the “Team Sponsor Logo Authorisation”), we hereby confirm and agreed that;

(a)

Zero Nox Inc (Sponsor), grants in favour of FORMULA E OPERATIONS LIMITED (FEO) and FÉDÉRATION INTERNATIONALE DE L’AUTOMOBILE (the FIA) the perpetual, sub-licensable (in whole or in part) and irrevocable worldwide right, in the broadest possible terms, to reproduce, broadcast, communicate to the public, copy, install, encode, encrypt, display, use, commercialise, cache, store, transmit and distribute any and all content in any and all media from time to time whether now known or hereafter invented containing any identification, mark, logo or any other element belonging to the Sponsor and which the Sponsor shall deliver TeamCo for inclusion on the Cars, Overalls and/or any other Team’s displayed items in relation to promotion of the Championship.

(b)

Furthermore, Sponsor hereby represents, warrants and undertakes that all elements submitted by Sponsor for such purposes shall belong to the Sponsor and, therefore, that the use by TeamCo and/or exploitation by FEO and/or the FIA of the rights aforementioned shall not result in breach of any third-party rights.

Definition of Team Elements:

(a)

TeamCo’s, its Manufacturer, the Team’s, Team Members’ (including Drivers and Reserve Drivers) Team Sponsors’ names, trade marks, service marks, logos (including the Team Logo), livery, trade dress, get-up, numbers and designs, including on the Cars, Driver Overalls, Helmets, Team Member uniforms and other vehicles, machines, structures, stands and/or equipment;

(b)

all images, likeness, appearance, footage, audio, visual and audio-visual materials, and other representations, data, communications, telemetry, data, timing and other information, assets and materials and works of or relating to TeamCo and/or the Team (including Drivers, Reserve Drivers, Team Members, their uniforms, Overalls and Helmets), its Manufacturer, Cars, Team Sponsors and other applicable persons);

Sponsorship Agreement: [Subject]

(c)	the sounds of any of the Team’s activities at any Event/Test (including the sounds of Cars);

(d)	any and all historical and non-Confidential Information in relation to TeamCo, the Team and/or Team Members;

(e)	computer assistance design (CAD) in 3D of the design and technical drawings of the Cars and key components (excluding the Powertrain or any other component developed by the Team or its Homologated Manufacturer);

(f)

communications during Events and Tests between Team Members (including the Drivers and Reserve Drivers), whether through radio or otherwise, or between the Team and other teams or its respective members, or with FIA officials and/or any other official or steward taking part in the Event/Test and/or with FEO’s representatives;

(g)

TeamCo’s data of any type, related to the performance and/or participation at, or in relation to, an Event or Test or any part thereof, subject where applicable to the confidentiality obligations set out in this Agreement and any Applicable Law relating to data protection (including comparisons between Drivers, the Team and other teams and drivers, Driver sector and lap times); and

(h)

any other elements created and/or used by or on behalf of TeamCo within the Championship context that are reasonably notified by FEO to TeamCo from time to time in connection with the development of any Championship Interactive Game and/or promotional material in relation to the Championship and/or any of the Events or Tests,

in each case excluding any FEO Materials and other Championship Proprietary Rights.

___________________________

Title:

Office:

Zero Nox Inc

Exhibit 99.1

The Growth for Good Acquisition Corporation Announces Postponement of its Extraordinary General Meeting of Shareholders and Extension of Redemption Date

NEW YORK, NY, August 18, 2023 — The Growth for Good Acquisition Corporation (NASDAQ: GFGD) (“Growth for Good”) today announced that the extraordinary general meeting of shareholders (the “Meeting”), which was originally scheduled for August 23, 2023, is being postponed to 10:00 a.m. Eastern Time on August 28, 2023, in connection with Growth for Good’s entry into certain agreements for the subscription of shares in Growth for Good in a PIPE financing upon the consummation of the contemplated business combination.

The Meeting is for shareholders to consider, among other things, approving and adopting the Agreement and Plan of Merger, dated as of March 7, 2023 by and among Growth for Good, G4G Merger Sub Inc. and Zero Nox, Inc (“ZeroNox”).

The record date for the Meeting remains the close of business on July 10, 2023 (the “Record Date”). Shareholders who have previously submitted their proxy or otherwise voted and who do not want to change their vote need not take any action.

Shareholders can continue to vote by submitting a proxy for the extraordinary general meeting or in person (including virtually) at the extraordinary general meeting. If shareholders have any questions or need assistance, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing GFGD.info@investor.morrowsodali.com.

In connection with the postponed Meeting date, Growth for Good has extended the deadline for public shareholders to submit their shares for redemption in connection with the Extension to 5:00 p.m. Eastern Time on August 24, 2023. Shareholders who wish to withdraw their previously submitted redemption request may do so prior to the rescheduled Meeting by requesting that the transfer agent return such shares.

About ZeroNox

ZeroNox is leading the electrification of off-highway commercial and industrial vehicles, with best-in- class LFP batteries and an electric powertrain platform (“ZEPP”) that is cleaner, high performing, and cost effective. As a first mover in the advanced off-highway electric vehicle (OHEV) powertrain market, ZeroNox is proudly designed and engineered in America, with offices in Porterville, California.

For more information, visit: https://www.zeronox.com and https://www.linkedin.com/company/zeronox/

The information contained on, or accessible through, ZeroNox’s website is not incorporated by reference into this press release, and you should not consider it a part of this press release.

About Growth for Good

Growth for Good, led by CEO Yana Watson Kakar, Chairperson of the Board of Directors, Vikram Gandhi, CFO Rahul Kakar and board member Dana Barsky, focuses on sustainable, socially responsible companies with strong business fundamentals, high growth potential and a readiness to scale in the public markets. Our team of highly reputable sustainability investors and seasoned business operators seek to add strategic and operational as well as financial value to our merger partner. Growth for Good believes the market opportunity for sustainable companies has never been stronger and looks forward to supporting a company that will contribute to the decarbonization of the global economy.

For more information, visit: https://www.g4ginvestment.com and https://www.linkedin.com/company/growth-for-good-acquisition-corp/

The information contained on, or accessible through, Growth for Good’s website is not incorporated by reference into this press release, and you should not consider it a part of this press release.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Growth for Good and ZeroNox. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) actual market adoption and growth rates of electrification technologies for commercial and industrial vehicles; (ii) ZeroNox’s ability to convert trial deployments with truck fleets into sales orders; (iii) delays in design, manufacturing and wide-spread deployment of ZeroNox’s products and technologies; (iv) failure of ZeroNox’s products to perform as expected or any product recalls; (v) ZeroNox’s ability to expand its relationships with OEMs and fleet owners, and its distribution network; (vi) ZeroNox’s ability to develop vehicles of sufficient quality and appeal on schedule and on large scale; (vii) ZeroNox’s ability to raise capital as needed; (viii) management’s ability to manage growth; (ix) the macroeconomic conditions and challenges in the markets in which ZeroNox operates; (x) the effects of increased competition in the electrification technology business; (xi) ZeroNox’s ability to defend against any intellectual property infringement or misappropriation claims; (xii) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Growth for Good ’s securities, (xiii) the risk that the transaction may not be completed by Growth for Good ’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Growth for Good, (xiv) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of Growth for Good and the receipt of certain governmental and regulatory approvals, (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (xvi) the effect of the announcement or pendency of the transaction on ZeroNox’s business relationships, operating results and business generally, (xvii) risks that the proposed transaction disrupts current plans and operations of ZeroNox and potential difficulties in ZeroNox employee retention as a result of the transaction, (xviii) the outcome of any legal proceedings that may be instituted against ZeroNox or against Growth for Good related to the Merger Agreement or the proposed transaction, (xix) the ability to maintain the listing of Growth for Good’s securities on a national securities exchange, (xx) the price of Growth for Good’s securities may be volatile due to a variety of factors, including changes in the competitive industries in which Growth for Good plans to operate or ZeroNox operates, variations in operating performance across competitors, changes in laws and regulations affecting Growth for Good’s or ZeroNox’s business and changes in the combined capital structure, (xxi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xxii) the risk of economic downturns and a changing regulatory landscape. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Growth for Good’s registration on Form S-1 (File No. 333- 261369), the Registration Statement on Form S-4 discussed above and other documents filed by Growth for Good from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Growth for Good and ZeroNox assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Growth for Good nor ZeroNox gives any assurance that either Growth for Good or ZeroNox or the combined company will achieve its expectations.

Additional Information and Where to Find It

In connection with the proposed transaction, Growth for Good filed the Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”) on April 7, 2023, which includes a document that serves as a prospectus and a proxy statement of Growth for Good, referred to as a “proxy statement/prospectus.” The definitive proxy statement/prospectus will be sent to all Growth for Good shareholders as of the applicable record date to be established. Growth for Good may also file other relevant documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF GROWTH FOR GOOD ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus (if and when available) and all other relevant documents that are filed or that will be filed with the SEC by Growth for Good through the website maintained by the SEC at www.sec.gov. The documents filed by Growth for Good with the SEC also may be obtained by contacting Growth for Good at 12 E 49th Street, 11th Floor, New York, NY 10017, or by calling (646) 655-7596.

Participants in Solicitation

Growth for Good and ZeroNox and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Growth for Good’s shareholders in connection with the proposed transaction. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transactions. You may obtain a free copy of these documents as described in the preceding paragraph.

Contacts

ZeroNox
For Media:
ZeroNoxPR@icrinc.com

For Investors:
ZeroNoxIR@icrinc.com

Cover	Aug. 18, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 18, 2023
Entity File Number	001-41149
Entity Registrant Name	The Growth for Good Acquisition Corporation
Entity Central Index Key	0001876714
Entity Tax Identification Number	66-0987010
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	12 E 49th Street
Entity Address, Address Line Two	11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	646
Local Phone Number	655-7596
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units Each Consisting Of One Class A Ordinary Share On Right And Onehalf Of One Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, on right and one-half of one redeemable warrant
Trading Symbol	GFGDU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share[Member]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	GFGD
Security Exchange Name	NASDAQ
Right to acquire one-sixteenth of one Class A ordinary share[Member]
Title of 12(b) Security	Right to acquire one-sixteenth of one Class A ordinary share
Trading Symbol	GFGDR
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50[Member]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	GFGDW
Security Exchange Name	NASDAQ

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