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

February 2, 2024

Date of Report (Date of earliest event reported)

Solidion Technology Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41323		87-1993879
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

13355 Noel Rd, Suite 1100

Dallas, TX

75240

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (972) 918-5120

Nubia Brand International Corp.

13355 Noel Rd, Suite 1100

Dallas, TX 75240

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		STI		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

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. ☐

Introductory Note

On February 2, 2024 (the “Closing Date”), Nubia Brand International Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, the “Combined Company” or “Solidion Technology, Inc.”), consummated the previously announced business combination (the “Closing”) pursuant to a Merger Agreement (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon Closing.

Subject to the terms of the Merger Agreement, the aggregate consideration paid to the stockholders of HBC pursuant to the Merger Agreement (the “Merger Consideration”) was equal to $700,000,000, minus $2,000,000 (plus any additional interest or penalties) for the federal tax lien (the “G3 Tax Lien”) filed against G3 (as defined below) in the Montgomery County Recorder’s Office on October 21, 2020, which was not released prior to Closing. The per share Merger Consideration to stockholders of HBC was 69,800,000 shares of the Combined Company’s common stock in exchange for each issued and outstanding share of HBC common stock.

Global Graphene Group, Inc., a Delaware corporation and the parent of HBC (“G3”), and Arbor Lake Capital Inc., a British Virgin Islands corporation (“Arbor Lake”), as the owners of all issued and outstanding shares of HBC prior to the effective time (the “Effective Time”), will also have the opportunity to earn up to 22,500,000 additional shares of the Combined Company’s common stock: (i) 5,000,000 shares if over any ten (10) trading days within any thirty (30) trading day period the VWAP of the shares of the Combined Company’s common stock is greater than or equal to $12.50 per share; (ii) 7,500,000 shares if over any ten (10) trading days within any thirty (30) trading day period the VWAP of the shares of the Combined Company’s common stock is greater than or equal to $15.00 per share; and (iii) 10,000,000 shares if over any ten (10) trading days within any thirty (30) trading day period the VWAP of the shares of the Combined Company’s common stock is greater than or equal to $25.00 per share, subject to the terms of the Merger Agreement.

Immediately after giving effect to the Transactions, Solidion Technology, Inc. had 81,858,138 shares of the Combined Company’s common stock and 11,580,000 warrants to purchase shares of Common Stock outstanding, 6,175,000 of which are public warrants that are exercisable to purchase 6,175,000 shares of the Combined Company’s common stock and 5,405,000 of which are private warrants that are exercisable to purchase 5,405,000 shares of the Combined Company’s common stock.

The foregoing description of the Transactions does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Unless the context otherwise requires, in this Current Report on Form 8-K, the “registrant” and the “Company” refer to Nubia prior to the Closing and to the Combined Company and its subsidiaries following the Closing and “HBC” and “Honeycomb” refers to Honeycomb Battery Company and its subsidiaries prior to the Closing and the business of the Combined Company and its subsidiaries following the Closing. Unless otherwise defined herein, capitalized terms used in this Current Report on Form 8-K have the same meaning as set forth in the definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2023 by Nubia.

Item 1.01.

Entry into Material Definitive Agreement.

Merger Agreement

As disclosed under the section titled “Proposal No. 1 —-The Business Combination Proposal” of the Proxy Statement, the parties entered into a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023), by and among Nubia, HBC, and Merger Sub.

Accordingly, Merger Sub merged with and into HBC, with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon Closing.

Item 2.01 of this Current Report discusses the consummation of the Business Combination and events contemplated by the Merger Agreement which took place on the Closing Date and is incorporated herein by reference.

Contribution Agreement.

HBC and G3 entered into the Contribution Agreement pursuant to which, among other things, G3 will contribute and transfer to HBC all its right, title and interest in, to and under certain battery-related assets and HBC assumed certain related liabilities, as more specifically set forth thereunder. The parties intend that such contribution will qualify as a transaction described in Section 351(a) of the Code and the Treasury Regulations promulgated thereunder. The foregoing description of the Contribution Agreement is subject to and qualified in its entirety by reference to the full text of the Contribution Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.

Supply and License Agreement.

HBC and G3 entered into the Supply and License Agreement pursuant to which, among other things, G3 agreed to sell to and supply from time to time HBC certain graphene and graphite products and G3 agreed to provide to HBC a non-exclusive license to certain G3 patents, technology and know-how relating to graphene production to make and have made graphene materials for HBC’s own needs, as more specifically set forth thereunder. The foregoing description of the Supply and License Agreement is subject to and qualified in its entirety by reference to the full text of the Supply and License Agreement, a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated by reference.

Shared Services Agreement.

HBC and G3 entered into the Shared Services Agreement pursuant to which, among other things, G3 will continue to provide Honeycomb with certain operational and other support services, including assigning certain employees to work for Honeycomb to provide support to Honeycomb’s operations and sending its employees to Honeycomb on a short-term basis to provide support, and sharing the use of certain equipment, administrative office space, production space, laboratory space and loading space. In exchange for receipt of such services and uses, the Shared Services Agreement contemplates that the parties will pay fees to each other, as more specifically set forth thereunder. The foregoing description of the Shared Services Agreement is subject to and qualified in its entirety by reference to the full text of the Shared Services Agreement, a copy of which is included as Exhibit 10.3 hereto, and the terms of which are incorporated by reference.

Registration Rights Agreement.

The HBC Shareholders, the Sponsor, and EF Hutton, LLC (“EF Hutton”) entered into the Registration Rights Agreement with the Combined Company. An aggregate of 78,416,000 shares of the Combined Company’s common stock will be entitled to registration (the “Registrable Securities”) pursuant to the Registration Rights Agreement, which consist of 3,087,500 founder shares held by the Sponsor, 123,500 representative shares held by EF Hutton, division of Benchmark Investments, LLC, 5,405,000 shares of common stock issuable upon exercise of the private placement warrants held by the Sponsor, and 69,800,000 shares of common stock to be issued to the HBC Shareholders as Merger Consideration. Up to an additional 22,500,000 shares of The Combined Company’s common stock may be entitled to registration under the Registration Rights Agreement in the event that the Earnout Shares vest in accordance with the terms of the Merger Agreement. At any time and from time to time after the Closing, either (i) G3 or (ii) the Sponsor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities. Each of G3 and the Sponsor are entitled to exercise two demand registrations under the Registration Rights Agreement. If at any time following the Closing, the Combined Company proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing. The demand registration rights and “piggy-back” registration rights under the Registration Rights Agreement are subject to certain requirements and customary conditions. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Registrable Securities. The Combined Company will bear the expenses incurred in connection with the filing of any registration statements under the Registration Rights Agreement. The foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is included as Exhibit 10.4 hereto, and the terms of which are incorporated by reference.

Company Lock-Up Agreement.

HBC and the HBC Shareholders entered into the Company Lock-Up Agreement pursuant to which, among other things, the HBC Shareholders agreed to the restriction of the sale, transfer or other disposition of certain of the shares they received at the Closing in connection with the Transactions. The foregoing description of the Company Lock-Up Agreement is subject to and qualified in its entirety by reference to the full text of the Company Lock-Up Agreement, a copy of which is included as Exhibit 10.5 hereto, and the terms of which are incorporated by reference.

Forward Purchase Agreement

On December 13, 2023, Nubia entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller” or “Forward Purchase Investors”) (the “Forward Purchase Agreement”). For purposes of the Forward Purchase Agreement, Nubia is referred to as the “Counterparty” prior to the consummation of the Business Combination, while Solidion Technology, Inc. (“Pubco”) is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.

Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement (as defined below), purchase up to 9.9% of the total Class A ordinary shares, par value $0.0001 per share, of Nubia (“Nubia Shares”) outstanding following the closing of the Business Combination, as calculated by Seller (the “Purchased Amount”), less the number of Nubia Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”). Seller will not be required to purchase an amount of Nubia Shares such that, following such purchase, that Seller’s ownership would exceed 9.9% of the total Nubia Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.

The Forward Purchase Agreement provides for a prepayment shortfall in an amount in U.S. dollars equal to 0.50% of the product of the Recycled Shares and the Initial Price (as defined below). As described below in Shortfall Sales, Seller in its sole discretion may sell Recycled Shares at any time following the Trade Date at any sales price without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales equal 100% of the Prepayment Shortfall (as set forth under Shortfall Sales below) (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale Shares”). A sale of Shares is only (a) a “Shortfall Sale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered under the Forward Purchase Agreement, and (b) an Optional Early Termination, subject to the terms and conditions of the Forward Purchase Agreement applicable to Terminated Shares, when an OET Notice is delivered under the Forward Purchase Agreement, in each case with the delivery of such notice being in the sole discretion of Seller (as further described in the “Optional Early Termination” and “Shortfall Sales” sections in the Forward Purchase Agreement).

The Forward Purchase Agreement provides that Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (a) the sum of (i) the Number of Shares as set forth in a Pricing Date Notice, plus (ii) number of Recycled Shares multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b) of Nubia’s Certificate of Incorporation, effective as of March 10, 2023, and as amended from time to time (the “Certificate of Incorporation”), less (b) the Prepayment Shortfall.

The Counterparty will pay to Seller the Prepayment Amount required under the Forward Purchase Agreement directly from the Counterparty’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in the Counterparty’s initial public offering and the sale of private placement warrants (the “Trust Account”), no later than the earlier of (a) one Local Business Day after the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination; except that to the extent that the Prepayment Amount is to be paid from the purchase of Additional Shares by Seller, such amount will be netted against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. For the avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of Shares under the Forward Purchase Agreement for all purposes, including for determining the Prepayment Amount. In addition to the Prepayment Amount, Counterparty shall pay directly from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) up to 200,000 (with such final amount to be determined by Seller in its sole discretion via written notice to Counterparty) and (y) the Initial Price.

Following the Closing, the reset price (the “Reset Price”) will initially be the Initial Price. The Reset Price will be subject to reset on a bi-weekly basis commencing the first week following the thirtieth day after the closing of the Business Combination to be the lowest of (a) the then current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks; provided the Reset Price shall be subject to reduction upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering.

From time to time and on any date following the Trade Date (any such date, an “OET Date”) and subject to the terms and conditions in the Forward Purchase Agreement, Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to the Counterparty (the “OET Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) the next Payment Date following the OET Date (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)). The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, the Counterparty shall be entitled to an amount from Seller, and Seller shall pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date. The payment date may be changed within a quarter at the mutual agreement of the parties.

The valuation date will be the earliest to occur of (a) the date that is three (3) years after the date of the closing of the Business Combination (the date of the closing of the Business Combination, the “Closing Date”) pursuant to the Merger Agreement, (b) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, any Additional Termination Event, and (c) the date specified by Seller in a written notice to be delivered to the Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier than the day such notice is effective). The Valuation Date notice will become effective immediately upon its delivery from Seller to the Counterparty in accordance with the Forward Purchase Agreement. In the event the Valuation Date is determined pursuant to clause (c), the Settlement Amount Adjustment will not apply to the calculation of the Settlement Amount.

On the Cash Settlement Payment Date, which is the tenth Local Business Day immediately following the last day of the Valuation Period, Seller will remit to the Counterparty an amount equal to the Settlement Amount and will not otherwise be required to return to the Counterparty any of the Prepayment Amount and the Counterparty shall remit to Seller the Settlement Amount Adjustment; provided that, if the Settlement Amount less the Settlement Amount Adjustment is a negative number, then neither Seller nor the Counterparty shall be liable to the other party for any payment under the “Cash Settlement Payment” Date section of the Forward Purchase Agreement.

Seller has agreed to waive any redemption rights with respect to any Recycled Shares in connection with the Business Combination, as well as any redemption rights under Nubia’s Certificate of Incorporation that would require redemption by Nubia of the Nubia Shares. Such waiver may reduce the number of Nubia Shares redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934.

The Counterparty has provided Seller with certain customary registration rights with respect to the Additional Shares.

A copy of the Forward Purchase Agreement is filed herewith as Exhibit 10.8, and the foregoing description of the Forward Purchase Agreement is qualified in its entirety by reference thereto.

Forward Purchase Agreement Subscription Agreement

On December 13, 2023, Nubia entered into subscription agreements (the “Subscription Agreements”) with certain investors named therein (the “Forward Purchase Investors”). Any reference herein to the “Subscription Agreements” are to be treated as a reference to each Forward Purchase Investor’s separate agreement with Nubia and should be construed accordingly, and any action taken by a Forward Purchase Investor should be construed as an action under its own respective agreement.

Pursuant to the Subscription Agreements, the Forward Purchase Investors agreed to, at the Closing, subscribe for and purchase, and Nubia agreed to issue and sell to the Forward Purchase Investors, the Subscribed Shares (as defined in the Subscription Agreement) for an amount equal to the Purchase Price (as defined in the Subscription Agreement). At the Closing, all outstanding Nubia Shares (including shares sold pursuant to the Subscription Agreements) will be exchanged for newly issued shares of common stock of Pubco in accordance with the terms of the Merger Agreement.

The obligations of the parties to the Subscription Agreement are conditioned on customary closing conditions, including among other things, the consummation of the Business Combination. A copy of the form of Subscription Agreement is filed herewith as Exhibit 10.9, and the foregoing description of the Subscription Agreements is qualified in its entirety by reference thereto.

Non-Redemption Agreement

On December 13, 2023, Nubia entered into a non-redemption agreement (the “Non-Redemption Agreement”) with certain investors named therein (each, a “Backstop Investor”), each acting on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by each such Backstop Investor or its affiliates. Pursuant to each Non-Redemption Agreement, each Backstop Investor agreed that, on or prior to Closing, it will beneficially own not greater than the lesser of (i) that number of Backstop Shares set forth in the Non-Redemption Agreement and (ii) the total number of Nubia Shares beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of Nubia Shares would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Securities Exchange Act of 1934 not exceeding 9.99% of the total number of issued and outstanding Nubia Shares, and shall not elect to redeem or otherwise tender or submit for redemption any of such Backstop Shares in connection with the special meeting of Nubia stockholders to be held for the purpose of approving the Business Combination (the “Special Meeting”); provided, however, that in the event Backstop Investor has previously elected to redeem, tender or submit any Backstop Shares for redemption, Backstop Investor shall rescind or reverse such redemption request prior to Closing and Nubia shall accept such request(s) promptly once submitted by Backstop Investor.

Upon consummation of the business combination, Nubia shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Shares a payment in respect of Backstop Shares in cash released from the Trust Account in an amount equal to the product of (x) the number of Backstop Shares and (y) the Redemption Price, less $4.00.

Nubia may enter into other non-redemption agreements with substantially similar terms with other investors or stockholders of Nubia.

The foregoing description of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Non-Redemption Agreement, a form of which is filed as Exhibit 10.10 hereto and is incorporated by reference herein.

Sponsor Letter Agreement Relating to Transaction Fees

On December 13, 2023, Nubia and Mach FM Acquisitions, LLC, Nubia’s sponsor (the “Sponsor”), entered into a letter agreement pursuant to which immediately following the Closing, the parties agree that Nubia shall make a cash payment to the Sponsor in the amount of $7,250,000. In consideration for such payment, the Sponsor agreed to assume certain fees and expenses accrued by Nubia (the “Transaction Fees”), in connection the transactions contemplated by the Merger Agreement, through and including the time of the Closing.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Letter Agreement, a copy of which is filed as Exhibit 10.11 hereto and is incorporated by reference herein.

Convertible Note

In connection with the Closing, Nubia issued an unsecured, non-interest bearing promissory notes (the “Convertible Notes”) to certain investors in the aggregate principal amount of $897,500. The Convertible Notes maturedupon the closing of the Transactions.

In addition, upon the closing of the Transactions, the Combined Company issued 6,462,325 shares of the Combined Company’s common stock to the holder of the Convertible Note for no consideration in satisfaction of the loan extended under the Convertible Note.

The foregoing description of the Convertible Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Convertible Note, a form of which is filed as Exhibit 10.12 hereto and is incorporated by reference herein.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” and “Merger Agreement” above is incorporated into this Item 2.01 by reference. Effective February 5, 2024, Nubia’s units ceased trading, and the the Combined Company’s common stock began trading on the Nasdaq Global Market under the symbol “STI”.

After taking into account the aggregate payment in respect of the redemption, Nubia’s trust account had a balance immediately prior to the Closing of approximately $$42,994,282.43 million. Such balance in the trust account, together with approximately $897,500 in proceeds from the Convertible Notes, were used to pay transaction expenses and other liabilities of Nubia, pay certain transaction expenses of HBC, with the remaining being deposited in the Combined Company’s cash account.

As of the Closing: public stockholders own approximately 2.8% of the outstanding shares of the Combined Company’s common stock; the Sponsor and its affiliates own approximately 3.8% of the outstanding shares of the Combined Company’s common stock; and Honeycomb’s former security holders collectively own approximately 85.3% of the outstanding shares of the Combined Company’s common stock.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as Nubia was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Combined Company is providing the information below that would be included in a Form 10 if the Combined Company were to file a Form 10.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding the Combined Company’s industry and market sizes, future opportunities for the Combined Company and the Combined Company’s estimated future results. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in prior reports filed with the SEC, including the Proxy Statement, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: a delay or failure to realize the expected benefits from the Merger; risks relating to the uncertainty of the projected financial information with respect to the Combined Company; risks related to the Combined Company’s limited operating history, the roll-out of the Combined Company’s business and the timing of expected business milestones; the Combined Company’s ability to formulate, implement and modify as necessary effective sales, marketing, and strategic initiatives to drive revenue growth; the Combined Company’s ability to expand internationally; the viability of the Combined Company’s intellectual property and intellectual property created in the future; acceptance by the marketplace of the products and services that the Combined Company markets; government regulations and the Combined Company’s ability to obtain applicable regulatory approvals and comply with government regulations; and the risk that the Combined Company may not be able to develop and maintain effective internal controls.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about the Combined Company or the date of such information in the case of information from persons other than the Combined Company, and the Combined Company disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this Current Report on Form 8-K. Forecasts and estimates regarding the Combined Company’s industry and end markets are based on sources the Combined Company believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Business

The business of the Combined Company is described in the Proxy Statement in the section titled “Information About Honeycomb” and that information is incorporated herein by reference.

Risk Factors

The risks associated with the Combined Company are described in the Proxy Statement in the section titled “Risk Factors,” which is incorporated herein by reference.

Financial Information

Reference is made to the disclosure set forth in Item 9.01 of this Current Report on Form 8-K concerning the financial information of the Combined Company. Reference is further made to the disclosure contained in the Proxy Statement in the sections titled “Selected Historical Financial Information of Honeycomb,” “Honeycomb’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Unaudited Pro Forma Condensed Combined Financial Information” which are incorporated herein by reference. In addition, the Unaudited Pro Forma Condensed Combined Financial Information for the period ended September 30, 2023 is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Properties

The facilities of the Combined Company are described in the Proxy Statement in the section titled “Information About Honeycomb – Facilities,” which is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The disclosure contained under the heading “Honeycomb’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Proxy Statement is incorporated herein by reference. In addition, the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period ended September 30, 2023 is included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of the Combined Company’s common stock upon the completion of the Business Combination by:

●

each person known by the Combined Company to be the beneficial owner of more than 5% of any class of the Combined Company’s common stock;

●

each of the Combined Company’s officers and directors;

●

all executive officers and directors of the Combined Company.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

In the table below, percentage ownership is based on 81,858,138 shares of common stock outstanding as of February 2, 2024, including 69,800,000 shares issued as Merger Consideration, and reflects the valid redemption of 1,625,876 shares by public stockholders of Nubia. In addition, the table below includes the 11,580,000 shares of the Combined Company’s common stock underlying the public warrants and the private warrants held by Sponsor because these securities are exercisable within sixty (60) days. This table also assumes that there are no issuances of equity securities in connection with the Closing, including equity awards that may be issued under the Combined Company’s 2023 Stock Incentive Plan, and excludes any Earnout Shares.

Unless otherwise indicated, the Combined Company believes that all persons named in the table have sole voting and investment power with respect to all shares of the Combined Company’s common stock beneficially owned by them.

Name and Address of Beneficial Owner ⁽¹⁾	Number of Shares Beneficially Owned		% of Class
Directors and Named Executive Officers
Dr. Bor Jang(2)		—		—	%
Jaymes Winters		—		—
Vlad Prantsevich		—		—
Karin-Joyce (KJ) Tjon		—		—
John Davis		—		—
Cynthia Ekberg Tsai		—		—
Dr. Yang Shao-Horn		—		—
James Vance		—		—
Dr. Songhai Chai		—		—
All executive officers and directors as a group (9 individuals)		—		—	%

Greater than Five Percent Holders:
Global Graphene Group, Inc.(2)(3)		69,800,000		74.8	%

Less than 1%

(1)

Unless otherwise noted, the business address of each of the following entities or individuals listed below is c/o Solidion Technology, Inc., 13355 Noel Rd, Suite 1100, Dallas, TX 75240.

(2)

Dr. Jang is the Chairman of the Board of Directors of G3 and, as a result, may be deemed to beneficially own and have shared voting power and shared dispositive power with respect to the G3 Shares. Dr. Jang expressly disclaims ownership of the G3 Shares. The address for Dr. Jang and G3 is 1235 McCook Ave., Dayton, Ohio 45404.

(3)

G3 is managed by a board of directors (the “G3 Board”) consisting of Dr. Jang, Dr. Zhamu, Henry Wang, Max Wu, Wei Hsu, Edson Chang, and Hyun Yeo. Any action by G3 with respect to the shares of the Combined Company, including voting and dispositive decisions, requires a majority vote of the members of the board of managers of G3. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of G3’s directors, none of the directors is deemed to be a beneficial owner of shares of the Combined Company, even those in which any director holds a pecuniary interest. Accordingly, none of the directors is deemed to have or share beneficial ownership of the shares of the Combined Company held by G3.

Directors and Executive Officers

The Combined Company’s directors and executive officers after the Closing are described in the Proxy Statement in the section titled “Management After the Business Combination,” which is incorporated herein by reference.

Executive Compensation

A description of the compensation of the named executive officers and directors of HBC before the consummation of the Transactions and the executive officers and directors of the Combined Company after the consummation of the Transactions is set forth in the Proxy Statement in the section titled “Executive Compensation,” which is incorporated herein by reference.

At the Special Meeting, the Nava stockholders approved the Combined Company’s 2023 Stock Incentive Plan (the “Incentive Plan”). The description of the Incentive Plan is set forth in the Proxy Statement section titled “Proposal No. 4 — The Incentive Plan Proposal,” which is incorporated herein by reference. A copy of the full text of the Incentive Plan is filed as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference. The Combined Company expects that the Board or the compensation committee will make grants of awards under the Incentive Plan to eligible participants.

The information set forth in this Current Report on Form 8-K under Item 5.02 is incorporated in this Item 2.01 by reference.

Certain Relationships and Related Transactions, and Director Independence

The certain relationships and related party transactions of Nubia and Honeycomb are described in the Proxy Statement in the section titled “Certain Relationships and Related Party Transactions” and are incorporated herein by reference.

Reference is made to the disclosure regarding director independence in the section of the Proxy Statement titled “Management After the Business Combination — Director Independence,” which is incorporated herein by reference.

The information set forth under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers-Employment Agreements” of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

The information set forth in the section titled “Registration Rights Agreements” in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the sections of the Proxy Statement titled “Management After the Business Combination — Involvement in Certain Legal Proceedings,” which are incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The Combined Company’s common stock began trading on the Nasdaq Global Market under the symbol “STI” on February 5, 2024. The Combined Company has not paid any cash dividends on its shares of common stock to date. The payment of cash dividends by the Combined Company in the future will be dependent upon the Combined Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of the board of directors of the Combined Company.

Information regarding the Combined Company’s common stock and warrants and related stockholder matters are described in the Proxy Statement in the section titled “Market Price, Ticker Symbols and Dividend Information” and such information is incorporated herein by reference.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 of this Current Report on Form 8-K concerning the issuance of the Combined Company’s common stock in connection with the Transactions, which is incorporated herein by reference.

Description of Registrant’s Securities to be Registered

The description of the Combined Company’s securities is contained in the Proxy Statement in the sections titled “Description of Securities.”

Indemnification of Directors and Officers

The description of the indemnification arrangements with the Combined Company’s directors and officers is contained in the Proxy Statement in the section titled “Director and Executive Officer Indemnification,” which is incorporated herein by reference.

Financial Statements and Supplementary Data

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Financial Statements and Exhibits

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K concerning the Convertible Notes offering, which is incorporated by reference into this Item 2.03.

Item 3.02.

Unregistered Sales of Equity Securities.

At the closing of the Transactions, the Combined Company issued (i) an aggregate of 69,800,000 shares of the Combined Company’s common stock to the former stockholder of Honeycomb and (ii) an aggregate of 6,053,397 shares of the Combined Company’s common stock to certain holders of convertible notes issued by Nubia in satisfaction of loans due under such notes. The shares of the Combined Company’s common stock issued in connection with the Closing were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the Transactions did not involve a public offering.

Item 3.03.

Material Modification to Rights of Security Holders.

The stockholders of Nubia approved the Amended and Restated Certificate of Incorporation (as defined below) at the Special Meeting. In connection with the Closing, the Combined Company adopted the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws (defined below) effective as of the Closing Date. Reference is made to the disclosure described in the Proxy Statement in the section titled “Proposal No. 2 — The Charter Proposal,” which is incorporated herein by reference.

The full text of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, which are included as Exhibits 3.1 and 3.2 hereto, respectively, to this Current Report on Form 8-K, are incorporated herein by reference.

Item 5.01.

Changes in Control of Registrant.

Reference is made to the disclosure in the Proxy Statement in the section titled “Proposal No. 1 — The Business Combination — Proposal,” which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.

As of the Closing: public stockholders own approximately 2.8% of the outstanding shares of the Combined Company common stock; the Sponsor and its affiliates own approximately 3.8% of the outstanding shares of common stock; and Honeycomb’s former security holders collectively own approximately 85.3% of the outstanding shares of Common Stock, assuming no Warrants are exercised.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors and Appointment of Officers

The following persons are serving as executive officers and directors following the Closing. For information concerning the executive officers and directors, see the disclosure in the Proxy Statement in the sections titled “Management After the Business Combination,” and “Certain Relationships and Related Party Transactions,” which are incorporated herein by reference.

Name	Age	Title
Dr. Bor Jang⁽⁶⁾	71	Executive Chairman and Chief Science Officer
Jaymes Winters⁽⁴⁾	61	Chief Executive Officer and Director
Vlad Prantsevich	32	Chief Financial Officer
Dr. Songhai Chai	46	Chief Technology Officer
John Davis⁽⁵⁾	64	Director
Cynthia Ekberg Tsai^{(1)(2)(3) (6)}	67	Director
Dr. Yang Shao-Horn^{(1)(2)(3) (6)}	52	Director
Karin-Joyce (KJ) Tjon^{(1) (4)}	60	Director
James Vance^{(2)(3) (5)}	62	Director

(1)

Member of the audit committee.

(2)

Member of the compensation committee.

(3)

Member of the nominating and corporate governance committee.

(4)

Class I Director.

(5)

Class II Director.

(6)

Class III Director.

Each director will hold office until his or her term expires at the next annual meeting of stockholders for such director’s class or until his or her death, resignation, removal or the earlier termination of his or her term of office.

Effective upon Closing, each of David Campbell, Michael Patterson, and Yvonne Brown resigned as directors of Nubia.

2023 Stock Incentive Plan

At the Special Meeting, Nubia stockholders considered and approved the Combined Company’s 2023 Stock Incentive Plan and reserved 9,500,000 shares of the Combined Company’s common stock for issuance thereunder after Closing. The Incentive Plan was approved by the Nubia Board on December 10, 2023. The Incentive Plan became effective immediately upon Closing.

A more complete summary of the terms of the Incentive Plan is set forth in the Proxy Statement in the section titled “Proposal No. 6 — The Incentive Plan Proposal.” That summary and the foregoing description are qualified in their entirety by reference to the text of the Incentive Plan, which is filed as Exhibit 99.4 hereto and incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 5.05.

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On February 2, 2024, the Nubia Board adopted a new Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of the Combined Company’s Code of Business Conduct and Ethics is available on our website at prosomnus.com under “Governance.” In addition, a copy of the Code of Ethics will be provided without charge upon request to us in writing at 13355 Noel Rd, Suite 1100, Dallas, TX 75240.

The adoption of the Code of Business Conduct and Ethics did not relate to or result in any waiver, explicit or implicit, of any provision of the previous Code of Conduct. Any waivers under the Code of Business Conduct and Ethics will be disclosed on a Current Report on Form 8-K or as otherwise permitted by the rules of the SEC and Nasdaq (or other stock exchange on which the Combined Company securities are then listed).

Item 5.06.

Change in Shell Company Status.

As a result of the Transactions, Nubia ceased being a shell company. Reference is made to the disclosure in the Proxy Statement in the sections titled “Proposal No. 1 — The Business Combination Proposal,” which is incorporated herein by reference. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.06.

Item 9.01.

Financial Statement and Exhibits.

(a) Financial statements of businesses acquired.

Information responsive to Item 9.01(a) of Form 8-K is set forth in the financial statements included in the Proxy Statement beginning on page F-1, which are incorporated herein by reference, and the unaudited financial statements of HBC as of September 30, 2023, and for the three and nine months ended September 30, 2023, together with the notes thereto, are set forth in Exhibit 99.1 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma financial statements are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits

Exhibit No.		Description
2.1†		Merger Agreement, dated February 16, 2023, by and among Nubia Brand International Corp., Honeycomb Battery Company, and Nubia Merger Sub, Inc. (previously filed as Exhibit 2.1 of Form 8-K filed by Nubia Brand International Corp. with the SEC on February 17, 2023).
3.1*		Amended and Restated Certificate of Incorporation of Solidion Technology, Inc.
3.2*		Amended and Restated Bylaws of Solidion Technology, Inc.
4.1*		Specimen Common Stock Certificate
4.2		Specimen Warrant Certificate (included in Exhibit 4.3).
4.3		Warrant Agreement between Continental Stock Transfer & Trust Company and Nubia Brand International Corp. (previously filed as Exhibit 4.1 of Form 8-K filed by Nubia Brand International Corp. with the SEC on March 16, 2022).
10.1*		Contribution Agreement, dated February 2, 2024, by and between Global Graphene Group, Inc. and Honeycomb Battery Company.
10.2*		Supply and License Agreement, dated February 2, 2024, by and between Global Graphene Group, Inc., Angstron Materials, Inc., and Honeycomb Battery Company.
10.3*		Shared Services Agreement, dated February 2, 2024, by and between Global Graphene Group, Inc. and Honeycomb Battery Company.
10.4*		Registration Rights Agreement, dated February 2, 2024, by and between Solidion Technology, Inc. and parties thereto
10.5*		Company Lock-up Agreement, dated February 2, 2023, by and among Solidion Technology, Inc. and the stockholders of Honeycomb Battery Company.
10.6		Private Placement Warrants Purchase Agreement, by and between Nubia Brand International Corp. and the purchasers of its private placement warrants, dated as of March 10, 2022 (previously filed as Exhibit 10.6 of Form 8-K filed by Nubia Brand International Corp. with the SEC on March 16, 2022).
10.7		Letter Agreement, dated March 10, 2022, by and among Nubia Brand International Corp. (previously filed as Exhibit 10.1 of Form 8-K filed by Nubia Acquisition I Corp. with the SEC on March 16, 2022).
10.8		Forward Purchase Agreement, dated December 13, 2023, by and among Nubia Brand International Corp., Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (previously filed as Exhibit 10.1 of Form 8-K filed by Nubia Acquisition I Corp. with the SEC on December 13, 2023).
10.9		Form of Subscription Agreement, dated December 13, 2023, by and among Nubia Brand International Corp. and the investors signatory thereto (previously filed as Exhibit 10.2 of Form 8-K filed by Nubia Acquisition I Corp. with the SEC on December 13, 2023).
10.10		Form of Non-Redemption Agreement (previously filed as Exhibit 10.3 of Form 8-K filed by Nubia Acquisition I Corp. with the SEC on December 13, 2023).
10.11		Letter Agreement, dated December 13, 2023, by and between Nubia Brand International Corp. and Mach FM Acquisitions, LLC (previously filed as Exhibit 10.4 of Form 8-K filed by Nubia Acquisition I Corp. with the SEC on December 13, 2023).
10.12		Form of Convertible Promissory Note.
99.1*		Unaudited financial statements of Honeycomb Battery Company as of and for the three and nine month periods ending September 30, 2022
99.2*		Unaudited Pro Forma Condensed Combined Financial Statements.
99.3*		Management’s Discussion and Analysis of Financial Condition and Results of Operations of ProSomnus Holdings, Inc. for the three and nine month periods ending September 30, 2022
99.4*		2023 Stock Incentive Plan for Solidion Technology, Inc.

Filed herewith

Indicates a management or compensatory plan.

†

Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.

SIGNATURES

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.

Dated: February 8, 2024

SOLIDION TECHNOLOGY INC.

By:	/s/ Jaymes Winters
Name:	Jaymes Winters
Title:	Chief Executive Officer

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

SOLIDION TECHNOLOGY, INC.

February 2, 2024

Nubia Brand International Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is “Nubia Brand International Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 14, 2021 (the “Original Certificate”).

2. The Original Certificate was amended and restated by an Amended and Restated Certificate of Incorporation that was filed with the Secretary of State of the State of Delaware on March 10, 2022 (the “Amended and Restated Certificate”).

3. This Second Amended and Restated Certificate of Incorporation (this “Certificate”), which both restates and amends the provisions of the Amended and Restated Certificate, was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).

4. This Certificate shall become effective on the date of filing with the Secretary of State of the State of Delaware.

5. The text of the Amended and Restated Certificate is hereby restated and amended in its entirety to read as follows:

ARTICLE I

NAME

The name of the corporation is Solidion Technology, Inc. (the “Corporation”).

ARTICLE II

PURPOSE; EFFECTIVENESS

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

ARTICLE III

REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801, and the name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE IV

CAPITALIZATION

Section 4.1. Authorized Capital Stock. Subject to Section 4.2, the total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 302,000,000 shares, consisting of (a) 300,000,000 shares of common stock (the “Common Stock”), and (b) 2,000,000 shares of preferred stock (the “Preferred Stock”).

Section 4.2. Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide for the issuance of shares of the Preferred Stock in one or more series and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.

Section 4.3. Common Stock.

(a) Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation. The holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.

(b) Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, the holders of the Common Stock shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall not be entitled to vote on any amendment to this Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate (including any Preferred Stock Designation) or the DGCL.

(c) Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of the Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor, and shall share equally on a per share basis in such dividends and distributions.

Section 4.4. Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to purchase shares of any class or series of the Corporation’s capital stock or other securities of the Corporation, and such rights, warrants and options shall be evidenced by instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock subject thereto may not be less than the par value thereof.

Section 4.5. No Class Vote on Changes in Authorized Number of Shares of Stock. Subject to the rights of the holders of any outstanding series of Preferred Stock, the number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of at least a majority of the voting power of the stock entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1. Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Certificate or the Amended and Restated Bylaws of the Corporation (“Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL and this Certificate.

Section 5.2. Number, Election and Term.

(a) The number of directors of the Corporation shall (i) as of the date of this Certificate, be seven (7), and (ii) thereafter, be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board.

(b) Subject to Section 5.5 hereof, the Board shall be divided into three classes, as nearly equal in number as possible, and designated Class I, Class II and Class III. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III. The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of the Corporation following the effectiveness of this Certificate; the term of the initial Class II Directors shall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of this Certificate; and the term of the initial Class III Directors shall expire at the third annual meeting of the stockholders of the Corporation following the effectiveness of this Certificate. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the effectiveness of this Certificate, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. Subject to Section 5.5 hereof, if the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. Directors shall be elected by a plurality of the votes cast at an annual meeting of stockholders by holders of the Common Stock.

(c) Subject to Section 5.5 hereof, a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

(d) There shall be no cumulative voting in the election of directors. Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

Section 5.3. Newly Created Directorships and Vacancies. Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled solely by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 5.4. Removal. Subject to Section 5.5 hereof, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 5.5. Preferred Stock - Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

ARTICLE VI

BYLAWS

In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws; provided further, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

ARTICLE VII

MEETINGS OF STOCKHOLDERS; NO ACTION BY WRITTEN CONSENT

Section 7.1. Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders of the Corporation may not be called by another person or persons.

Section 7.2. Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

Section 7.3. No Action by Written Consent. Any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

ARTICLE VIII

LIMITED LIABILITY; INDEMNIFICATION

Section 8.1. Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended, unless they violated their duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Section 8.2. Indemnification and Advancement of Expenses.

(a) To the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation to procure a judgment in its favor (each, a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and disbursements, judgments, fines, ERISA excise taxes, damages, claims and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.

(b) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

(c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.

ARTICLE IX

CORPORATE OPPORTUNITY

To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine to a corporate opportunity would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Certificate or in the future, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of the Corporation, unless (i) such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of the Corporation, (ii) such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue, and (iii) the director or officer is permitted to refer that opportunity to the Corporation without violating any legal obligation.

Neither the alteration, amendment, addition to or repeal of this Article IX, nor the adoption of any provision of this Certificate (including any Preferred Stock Designation) inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such alteration, amendment, addition, repeal or adoption. This Article IX shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Certificate, the Bylaws or applicable law.

ARTICLE X

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate (including any Preferred Stock Designation), in the manner now or hereafter prescribed by this Certificate and the DGCL, and, except as set forth in Article VIII, all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons by and pursuant to this Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article X. Notwithstanding anything to the contrary contained in this Certificate, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Article V, Section 7.1, Section 7.3, Article VIII, Article IX and this Article X may be altered, amended or repealed in any respect, nor may any provision or bylaw inconsistent therewith be adopted, unless, in addition to any other vote required by this Certificate or otherwise required by law, such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of at least two thirds of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE XI

FORUM FOR ADJUDICATION OF DISPUTES

Section 11.1 Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring the following types of actions or proceedings under Delaware statutory or common law: (A) any derivative action or proceeding brought on behalf of the Corporation; (B) any action or proceeding (including any class action) asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; (C) any action or proceeding (including any class action) asserting a claim against the Corporation or any current or former director, officer or other employee of the Company arising out of or pursuant to any provision of the DGCL, this Certificate or the Bylaws (as each may be amended, supplemented, restated or otherwise modified from time to time); (D) any action or proceeding (including any class action) to interpret, apply, enforce or determine the validity of this Certificate or the Bylaws of the Corporation (including any right, obligation or remedy thereunder); (E) any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; or (F) any action asserting a claim against the Corporation or any director, officer or other employee of the Corporation governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This Article XI shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, any other claim for which the federal courts have exclusive jurisdiction or any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.

Section 11.2 If any action the subject matter of which is within the scope of Section 11.1 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 11.1 (an “Enforcement Action”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section 11.3 If any provision or provisions of this Article XI shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XI (including, without limitation, each portion of any sentence of this Article XI containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI.

Section 11.4 Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article XI.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.

	Solidion Technology, Inc.

	By:	/s/ Jaymes Winters
		Name: Jaymes Winters
		Title: Chief Executive Officer

[Signature Page to Second Amended and Restated Certificate of Incorporation]

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

SOLIDION TECHNOLOGY, INC.

ARTICLE I

OFFICES

Section 1.1. Registered Office. The registered office of Solidion Technology, Inc. (the “Corporation”) within the State of Delaware shall be 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801.

Section 1.2. Additional Offices. The Corporation may, in addition to its registered office in the State of Delaware, have such other offices and places of business, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as the business and affairs of the Corporation may require.

ARTICLE II

STOCKHOLDERS MEETINGS

Section 2.1. Annual Meetings. The annual meeting of stockholders shall be held at such place, either within or without the State of Delaware, and time and on such date as shall be determined by the Board and stated in the notice of the meeting, provided, that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a). At each annual meeting, the stockholders entitled to vote on such matters shall elect those directors of the Corporation to fill any term of a directorship that expires on the date of such annual meeting and may transact any other business as may properly be brought before the meeting.

Section 2.2. Special Meetings. Subject to the rights of the holders of any outstanding series of the Preferred Stock and to the requirements of applicable law, special meetings of stockholders, for any purpose or purposes, may be called only by the Chairman of the Board, Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called by any other person. Special meetings of stockholders shall be held at such place, either within or without the State of Delaware, and at such time and on such date as shall be determined by the Board and stated in the Corporation’s notice of the meeting, provided, that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a).

Section 2.3. Notices. Notice of each stockholders meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be given in the manner permitted by Section 9.3 to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting by the Corporation not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”). If said notice is for a stockholders’ meeting other than an annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the Corporation’s notice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed, and any meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public announcement (as defined in Section 2.7(c)) given before the date previously scheduled for such meeting.

Section 2.4. Quorum. Except as otherwise provided by applicable law, the Corporation’s Second Amended and Restated Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”), or these Amended and Restated Bylaws (these “Bylaws”), the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.

Section 2.5. Voting of Shares.

(a) Voting Lists. The Secretary shall prepare, or shall cause the officer or agent who has charge of the stock ledger of the Corporation to prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders of record entitled to vote at such meeting and showing the address and the number of shares registered in the name of each stockholder. Nothing contained in this Section 2.5(a) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided, that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If a meeting of stockholders is to be held solely by means of remote communication as permitted by Section 9.5(a), the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this Section 2.5(a) or to vote in person or by proxy at any meeting of stockholders.

(b) Manner of Voting. At any stockholders meeting, every stockholder entitled to vote may vote in person or by proxy. If authorized by the Board, the voting by stockholders or proxy holders at any meeting conducted by remote communication may be effected by a ballot submitted by electronic transmission (as defined in Section 9.3), provided, that any such electronic transmission must either set forth or be submitted with information from which the Corporation can determine that the electronic transmission was authorized by the stockholder or proxy holder. The Board, in its discretion, or the chairman of the meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(c) Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed with the Secretary before being voted. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority.

(i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided, that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(d) Required Vote. Subject to the rights of the holders of one or more series of preferred stock of the Corporation (“Preferred Stock”), voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, at all meetings of stockholders at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter.

(e) Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Section 2.6. Adjournments. Any meeting of stockholders, annual or special, may be adjourned by the chairman of the meeting, from time to time, whether or not there is a quorum, to reconvene at the same or some other place. Notice need not be given of any such adjourned meeting if the date, time, and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section 9.2, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.7. Advance Notice for Business.

(a) Annual Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the notice provided for in this Section 2.7(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice procedures set forth in this Section 2.7(a). Notwithstanding anything in this Section 2.7(a) to the contrary, only persons nominated for election as a director to fill any term of a directorship that expires on the date of the annual meeting pursuant to Section 3.2 will be considered for election at such meeting.

(i) In addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation and such business must otherwise be a proper matter for stockholder action. Subject to Section 2.7(a)(iii), a stockholder’s notice to the Secretary with respect to such business, to be timely, must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120^th day before the meeting and not later than the later of (A) the close of business on the 90^th day before the meeting and (B) the close of business on the 10^th day following the day on which public announcement of the date of the annual meeting is first made by the Corporation. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 2.7(a).

(ii) To be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must set forth as to each such matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (B) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, (E) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in such business and (F) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

(iii) The foregoing notice requirements of this Section 2.7(a) shall be deemed satisfied by a stockholder as to any proposal (other than nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such stockholder has complied with the requirements of such Rule for inclusion of such proposal in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.7(a), provided, however, that once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.7(a) shall be deemed to preclude discussion by any stockholder of any such business. If the Board or the chairman of the annual meeting determines that any stockholder proposal was not made in accordance with the provisions of this Section 2.7(a) or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 2.7(a), such proposal shall not be presented for action at the annual meeting. Notwithstanding the foregoing provisions of this Section 2.7(a), if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

(iv) In addition to the provisions of this Section 2.7(a), a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 2.7(a) shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only pursuant to Section 3.2.

(c) Public Announcement. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act (or any successor thereto).

Section 2.8. Conduct of Meetings. The chairman of each annual and special meeting of stockholders shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Board. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairman of the meeting. The Board may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9. Consents in Lieu of Meeting. Any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

ARTICLE III

DIRECTORS

Section 3.1. Powers; Number. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. Directors need not be stockholders or residents of the State of Delaware. Subject to the Certificate of Incorporation, the number of directors shall be fixed exclusively by resolution of the Board.

Section 3.2. Advance Notice for Nomination of Directors.

(a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board or (ii) by any stockholder of the Corporation (A) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the determination of stockholders entitled to vote at such meeting and (B) who complies with the notice procedures set forth in this Section 3.2.

(b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not later than the close of business on the 90^th day nor earlier than the opening of business on the 120^th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 45 days before or after such anniversary date, notice by the stockholder to be timely must be so received no earlier than the opening of business on the 120^th day before the meeting and not later than the later of (A) the close of business on the 90^th day before the meeting and (B) the close of business on the 10^th day following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10^th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 3.2.

(c) Notwithstanding anything in paragraph (b) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is greater than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement by the Corporation naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board before the close of business on the 90^th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholder’s notice required by this Section 3.2 shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10^th day following the date on which such public announcement was first made by the Corporation.

(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation, if any, that are owned beneficially or of record by the person, and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, without regard to the application of the Exchange Act to either the nomination or the Corporation; and (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder as they appear on the Corporation’s books and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (C) a description of all arrangements or understandings relating to the nomination to be made by such stockholder among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names), (D) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (E) any other information relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

(e) If the Board or the chairman of the meeting of stockholders determines that any nomination was not made in accordance with the provisions of this Section 3.2 or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 3.2, then such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing provisions of this Section 3.2, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

(f) In addition to the provisions of this Section 3.2, a stockholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 3.2 shall be deemed to affect any rights of the holders of Preferred Stock to elect directors pursuant to the Certificate of Incorporation.

Section 3.3. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors, including for service on a committee of the Board and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation and reimbursement of expenses for service on the committee.

Section 3.4. Newly Created Directorships and Vacancies. Unless otherwise provided by the Certificate of Incorporation, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled solely by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

ARTICLE IV

BOARD MEETINGS

Section 4.1. Annual Meetings. The Board shall meet as soon as practicable after the adjournment of each annual stockholders meeting at the place of the annual stockholders meeting unless the Board shall fix another time and place and give notice thereof in the manner required herein for special meetings of the Board. No notice to the directors shall be necessary to legally convene this meeting, except as provided in this Section 4.1.

Section 4.2. Regular Meetings. Regularly scheduled, periodic meetings of the Board may be held without notice at such times, dates and places (within or without the State of Delaware) as shall from time to time be determined by the Board.

Section 4.3. Special Meetings. Special meetings of the Board (a) may be called by the Chairman of the Board or Chief Executive Officer and (b) shall be called by the Chairman of the Board, Chief Executive Officer or Secretary on the written request of at least a majority of directors then in office, as the case may be, and shall be held at such time, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon the request of directors, as specified in such written request. Notice of each special meeting of the Board shall be given, as provided in Section 9.3, to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting. A special meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 9.4.

Section 4.4. Quorum; Required Vote. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Section 4.5. Consent In Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions (or paper reproductions thereof) are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.6. Organization. The chairman of each meeting of the Board shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or in the absence (or inability or refusal to act) of the President or if the President is not a director, a chairman elected from the directors present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

ARTICLE V

COMMITTEES OF DIRECTORS

Section 5.1. Establishment. The Board may by resolution of the Board designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board when required by the resolution designating such committee. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Section 5.2. Available Powers. Any committee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law and by resolution of the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 5.3. Alternate Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

Section 5.4. Procedures. Unless the Board otherwise provides, the time, date, place, if any, and notice of meetings of a committee shall be determined by such committee. At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these Bylaws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Unless the Board otherwise provides and except as provided in these Bylaws, each committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board is authorized to conduct its business pursuant to Article IV of these Bylaws.

ARTICLE VI

OFFICERS

Section 6.1. Officers. The officers of the Corporation elected by the Board shall be a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a Chairman, President, Vice Presidents, Assistant Secretaries and a Treasurer) as the Board from time to time may determine. Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VI. Such officers shall also have such powers and duties as from time to time may be conferred by the Board. The Chief Executive Officer or President may also appoint such other officers (including without limitation one or more Vice Presidents and Controllers) as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers shall have such powers and duties and shall hold their offices for such terms as may be provided in these Bylaws or as may be prescribed by the Board or, if such officer has been appointed by the Chief Executive Officer or President, if any, as may be prescribed by the appointing officer.

(a) Chairman of the Board. The Chairman of the Board shall preside when present at all meetings of the stockholders and the Board. The Chairman of the Board shall have general supervision and control of the acquisition activities of the Corporation subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The powers and duties of the Chairman of the Board shall not include supervision or control of the preparation of the financial statements of the Corporation (other than through participation as a member of the Board). The position of Chairman of the Board and Chief Executive Officer may be held by the same person.

(b) Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general supervision of the affairs of the Corporation and general control of all of its business subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters, except to the extent any such powers and duties have been prescribed to the Chairman of the Board pursuant to Section 6.1(a) above. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The position of Chief Executive Officer and President may be held by the same person.

(c) President. The President shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive responsibility of the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The President shall also perform such duties and have such powers as shall be designated by the Board. The position of President and Chief Executive Officer may be held by the same person.

(d) Vice Presidents. In the absence (or inability or refusal to act) of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have the powers of the President. Any one or more of the Vice Presidents may be given an additional designation of rank or function.

(e) Secretary.

(i) The Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of the Board and shall record the proceedings of such meetings in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, Chief Executive Officer or President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature.

(ii) The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if one has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and the number and date of certificates cancelled.

(f) Assistant Secretaries. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board shall, in the absence (or inability or refusal to act) of the Secretary, perform the duties and have the powers of the Secretary.

(g) Chief Financial Officer. The Chief Financial Officer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the funds and securities of the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, the Chief Executive Officer or the President may authorize).

(h) Treasurer. The Treasurer shall, in the absence (or inability or refusal to act) of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer.

Section 6.2. Term of Office; Removal; Vacancies. The elected officers of the Corporation shall be appointed by the Board and shall hold office until their successors are duly elected and qualified by the Board or until their earlier death, resignation, retirement, disqualification, or removal from office. Any officer may be removed, with or without cause, at any time by the Board. Any officer appointed by the Chief Executive Officer or President may also be removed, with or without cause, by the Chief Executive Officer or President, as the case may be, unless the Board otherwise provides. Any vacancy occurring in any elected office of the Corporation may be filled by the Board. Any vacancy occurring in any office appointed by the Chief Executive Officer or President may be filled by the Chief Executive Officer, or President, as the case may be, unless the Board then determines that such office shall thereupon be elected by the Board, in which case the Board shall elect such officer.

Section 6.3. Other Officers. The Board may delegate the power to appoint such other officers and agents, and may also remove such officers and agents or delegate the power to remove same, as it shall from time to time deem necessary or desirable.

Section 6.4. Multiple Officeholders; Stockholder and Director Officers. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide; provided, however, that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Certificate of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more parties. Officers need not be stockholders or residents of the State of Delaware.

ARTICLE VII

SHARES

Section 7.1. Certificated and Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and the requirements of the DGCL.

Section 7.2. Multiple Classes of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the Corporation shall (a) cause the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights to be set forth in full or summarized on the face or back of any certificate that the Corporation issues to represent shares of such class or series of stock or (b) in the case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send to the registered owner thereof a written notice containing the information required to be set forth on certificates as specified in clause (a) above; provided, however, that, except as otherwise provided by applicable law, in lieu of the foregoing requirements, there may be set forth on the face or back of such certificate or, in the case of uncertificated shares, on such written notice a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.

Section 7.3. Signatures. Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation by (a) the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (b) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.

Section 7.4. Consideration and Payment for Shares.

(a) Subject to applicable law and the Certificate of Incorporation, shares of stock may be issued for such consideration, having in the case of shares with par value a value not less than the par value thereof, and to such persons, as determined from time to time by the Board. The consideration may consist of any tangible or intangible property or any benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities, or any combination thereof.

(b) Subject to applicable law and the Certificate of Incorporation, shares may not be issued until the full amount of the consideration has been paid, unless upon the face or back of each certificate issued to represent any partly paid shares of capital stock or upon the books and records of the Corporation in the case of partly paid uncertificated shares, there shall have been set forth the total amount of the consideration to be paid therefor and the amount paid thereon up to and including the time said certificate representing certificated shares or said uncertificated shares are issued.

Section 7.5. Lost, Destroyed or Wrongfully Taken Certificates.

(a) If an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.

(b) If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and the Corporation registers a transfer of such shares before receiving notification, the owner shall be precluded from asserting against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such shares in uncertificated form.

Section 7.6. Transfer of Stock.

(a) If a certificate representing shares of the Corporation is presented to the Corporation with an endorsement requesting the registration of transfer of such shares or an instruction is presented to the Corporation requesting the registration of transfer of uncertificated shares, the Corporation shall register the transfer as requested if:

(i) in the case of certificated shares, the certificate representing such shares has been surrendered;

(ii) (A) with respect to certificated shares, the endorsement is made by the person specified by the certificate as entitled to such shares; (B) with respect to uncertificated shares, an instruction is made by the registered owner of such uncertificated shares; or (C) with respect to certificated shares or uncertificated shares, the endorsement or instruction is made by any other appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

(iii) the Corporation has received a guarantee of signature of the person signing such endorsement or instruction or such other reasonable assurance that the endorsement or instruction is genuine and authorized as the Corporation may request;

(iv) the transfer does not violate any restriction on transfer imposed by the Corporation that is enforceable in accordance with Section 7.8(a); and

(v) such other conditions for such transfer as shall be provided for under applicable law have been satisfied.

(b) Whenever any transfer of shares shall be made for collateral security and not absolutely, the Corporation shall so record such fact in the entry of transfer if, when the certificate for such shares is presented to the Corporation for transfer or, if such shares are uncertificated, when the instruction for registration of transfer thereof is presented to the Corporation, both the transferor and transferee request the Corporation to do so.

Section 7.7. Registered Stockholders. Before due presentment for registration of transfer of a certificate representing shares of the Corporation or of an instruction requesting registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to inspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends or notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares, except that a person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of such person) may, upon providing documentary evidence of beneficial ownership of such shares and satisfying such other conditions as are provided under applicable law, may also so inspect the books and records of the Corporation.

Section 7.8. Effect of the Corporation’s Restriction on Transfer.

(a) A written restriction on the transfer or registration of transfer of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, if permitted by the DGCL and noted conspicuously on the certificate representing such shares or, in the case of uncertificated shares, contained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares within a reasonable time prior to or after the issuance or transfer of such shares, may be enforced against the holder of such shares or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.

(b) A restriction imposed by the Corporation on the transfer or the registration of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, even if otherwise lawful, is ineffective against a person without actual knowledge of such restriction unless: (i) the shares are certificated and such restriction is noted conspicuously on the certificate; or (ii) the shares are uncertificated and such restriction was contained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares prior to or within a reasonable time after the issuance or transfer of such shares.

Section 7.9. Regulations. The Board shall have power and authority to make such additional rules and regulations, subject to any applicable requirement of law, as the Board may deem necessary and appropriate with respect to the issue, transfer or registration of transfer of shares of stock or certificates representing shares. The Board may appoint one or more transfer agents or registrars and may require for the validity thereof that certificates representing shares bear the signature of any transfer agent or registrar so appointed.

ARTICLE VIII

INDEMNIFICATION

Section 8.1. Right to Indemnification. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such Indemnitee in connection with such proceeding; provided, however, that, except as provided in Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify an Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Section 8.2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.

Section 8.3. Right of Indemnitee to Bring Suit. If a claim under Section 8.1 or Section 8.2 is not paid in full by the Corporation within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including a determination by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Section 8.4. Non-Exclusivity of Rights. The rights provided to any Indemnitee pursuant to this Article VIII shall not be exclusive of any other right, which such Indemnitee may have or hereafter acquire under applicable law, the Certificate of Incorporation, these Bylaws, an agreement, a vote of stockholders or disinterested directors, or otherwise.

Section 8.5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 8.6. Indemnification of Other Persons. This Article VIII shall not limit the right of the Corporation to the extent and in the manner authorized or permitted by law to indemnify and to advance expenses to persons other than Indemnitees. Without limiting the foregoing, the Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation and to any other person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of Indemnitees under this Article VIII.

Section 8.7. Amendments. Any repeal or amendment of this Article VIII by the Board or the stockholders of the Corporation or by changes in applicable law, or the adoption of any other provision of these Bylaws inconsistent with this Article VIII, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision; provided however, that amendments or repeals of this Article VIII shall require the affirmative vote of the stockholders holding at least 66.7% of the voting power of all outstanding shares of capital stock of the Corporation.

Section 8.8. Certain Definitions. For purposes of this Article VIII, (a) references to “other enterprise” shall include any employee benefit plan; (b) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (c) references to “serving at the request of the Corporation” shall include any service that imposes duties on, or involves services by, a person with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” for purposes of Section 145 of the DGCL.

Section 8.9. Contract Rights. The rights provided to Indemnitees pursuant to this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Section 8.10. Severability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VIII shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Place of Meetings. If the place of any meeting of stockholders, the Board or committee of the Board for which notice is required under these Bylaws is not designated in the notice of such meeting, such meeting shall be held at the principal business office of the Corporation; provided, however, if the Board has, in its sole discretion, determined that a meeting shall not be held at any place, but instead shall be held by means of remote communication pursuant to Section 9.5 hereof, then such meeting shall not be held at any place.

Section 9.2. Fixing Record Dates.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 9.2(a) at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 9.3. Means of Giving Notice.

(a) Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (A) if given by hand delivery, orally, or by telephone, when actually received by the director, (B) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (C) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (D) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (E) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (F) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

(b) Notice to Stockholders. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. A notice to a stockholder shall be deemed given as follows: (A) if given by hand delivery, when actually received by the stockholder, (B) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, (C) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, and (D) if given by a form of electronic transmission consented to by the stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (1) if by facsimile transmission, when directed to a number at which the stockholder has consented to receive notice, (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (3) if by a posting on an electronic network together with separate notice to the stockholder of such specified posting, upon the later of (x) such posting and (y) the giving of such separate notice, and (z) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by means of electronic communication by giving written notice of such revocation to the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary or an Assistant Secretary or to the Corporation’s transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(c) Electronic Transmission. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including but not limited to transmission by telex, facsimile telecommunication, electronic mail, telegram and cablegram.

(d) Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.

(e) Exceptions to Notice Requirements. Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful. Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder to whom (1) notice of two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting to such stockholder during the period between such two consecutive annual meetings, or (2) all, and at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice be given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230(b) of the DGCL. The exception in subsection (1) of the first sentence of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

Section 9.4. Waiver of Notice. Whenever any notice is required to be given under applicable law, the Certificate of Incorporation, or these Bylaws, a written waiver of such notice, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice. All such waivers shall be kept with the books of the Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.5. Meeting Attendance via Remote Communication Equipment.

(a) Stockholder Meetings. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders entitled to vote at such meeting and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(i) participate in a meeting of stockholders; and

(ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided, that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.

(b) Board Meetings. Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.6. Dividends. The Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of Incorporation.

Section 9.7. Reserves. The Board may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 9.8. Contracts and Negotiable Instruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, any contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board Chief Executive Officer, President, the Chief Financial Officer, the Treasurer or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 9.9. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board.

Section 9.10. Seal. The Board may adopt a corporate seal, which shall be in such form as the Board determines. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 9.11. Books and Records. The books and records of the Corporation may be kept within or outside the State of Delaware at such place or places as may from time to time be designated by the Board.

Section 9.12. Resignation. Any director, committee member or officer may resign by giving notice thereof in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. The resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.13. Surety Bonds. Such officers, employees and agents of the Corporation (if any) as the Chairman of the Board, Chief Executive Officer, President or the Board may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the Chairman of the Board, Chief Executive Officer, President or the Board may determine. The premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary.

Section 9.14. Securities of Other Corporations. Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, Chief Executive Officer, President, or any other officer authorized by the Board. Any such officer, may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities, or to consent in writing, in the name of the Corporation as such holder, to any action by such corporation, and at any such meeting or with respect to any such consent shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed. The Board may from time to time confer like powers upon any other person or persons.

Section 9.15. Amendments. The Board shall have the power to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting (except as otherwise provided in Section 8.7) power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws.

Exhibit 4.1

NUMBER		C-
		SHARES
		SEE REVERSE FOR CERTAIN DEFINITIONS
		CUSIP [_]

SOLIDION TECHNOLOGY, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK

This Certifies that
is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF

SOLIDION TECHNOLOGY, INC.
(THE “COMPANY”)

transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Company and the facsimile signatures of its duly authorized officers.

Chief Executive Officer	[Corporate Seal] Delaware	Chief Financial Officer

SOLIDION TECHNOLOGY, INC.

The Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT	-		Custodian
TEN ENT	-	as tenants by the entireties			(Cust)		(Minor)
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common	under Uniform Gifts to Minors Act
						(State)

Additional abbreviations may also be used though not in the above list.

For value received, hereby sells, assigns and transfers unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF
ASSIGNEE(S))

shares of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises.

Dated:

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

By

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).

Exhibit 10.1

CONTRIBUTION AGREEMENT

This Contribution Agreement (this “Agreement”) is made by and between Global Graphene Group, Inc., a Delaware corporation (“Contributor”), and Honeycomb Battery Company, an Ohio corporation and wholly owned subsidiaryw of Contributor (“Assignee”), and is effective as of February 2, 2024. Contributor and Assignee are sometimes collectively referred to hereafter as the “Parties” and each individually as a “Party”.

WHEREAS, Contributor is in the process of selling (the “Sale”) its business of researching, developing and manufacturing battery components and materials, batteries, and related energy storage products, all for the automotive electric vehicle and other markets (as conducted by Contributor and its Subsidiaries, the “Business”), pursuant to a Merger Agreement, by and among Assignee, Nubia Brand International Corp., a Delaware corporation, and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Parent (the “Merger Agreement”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement).

WHEREAS, prior to the Sale, Contributor is required to contribute and transfer all of its right, title and interest in, to and under those assets set forth in Section 1 (collectively, the “Contributed Assets”) and the Assumed Liabilities (as hereinafter defined) to Assignee (collectively, the “Contribution”).

WHEREAS, in connection with the Sale, Contributor and Assignee shall enter into that certain Shared Services Agreement, dated as of the date hereof (the “Shared Services Agreement”).

WHEREAS, for U.S. federal and applicable state income tax purposes, the Parties hereto intend that the Contribution shall qualify either as a transaction described in Section 351(a) of the Code and the Treasury Regulations promulgated thereunder (the “Intended Tax Treatment”).

WHEREAS, Assignee desires to accept the Contributed Assets and the Assumed Liabilities to be transferred to it hereunder.

NOW, THEREFORE, in consideration of the premises set forth above and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the undersigned, intending to be legally bound, agree as follows:

1. Transfer to Assignee. Contributor hereby irrevocably contributes, transfers, grants, conveys, assigns and delivers to Assignee all of Contributor’s right, title and interest in, to and under all of the following assets (other than Retained Assets (as hereinafter defined)), including the following types of assets, free and clear of all Liens (other than Permitted Liens), to have and to hold the same unto Assignee, its successors and assigns, forever:

a. all right, title and interest with respect to the real property set forth on Schedule 1 attached hereto;

b. all tangible personal property, including all equipment, machinery, furniture, fixtures (and all lease rights associated with any of the foregoing to the extent legally assignable) set forth on Schedule 2 attached hereto;

c. all right, title and interest with respect to all Intellectual Property used in the Business, including the Patents and related Intellectual Property set forth in the Patent Assignment (as defined below);

d. all right, title and interest under all Contracts set forth on Schedule 3 attached hereto;

e. all accounts receivable, trade receivables, notes receivable, contingent rights, deposits, advances and other receivables and all bank or savings accounts set forth on Schedule 4 attached hereto;

f. all rights of the Contributor in and to any Permits relating to the Business, to the extent assignable;

g. 100% of the issued and outstanding stock of Angstron Energy Company, an Ohio corporation and wholly owned subsidiary of Contributor; and

h. all warranties, indemnities or other rights and causes of action relating to the Contributed Assets.

Assignee hereby accepts the sale, transfer, conveyance, assignment and delivery of all of the foregoing Contributed Assets.

2. Retained Assets. All assets, properties and rights of Contributor other than the Contributed Assets (including, for the avoidance of doubt, all employees, Plans and any assets held thereunder) (collectively, the “Retained Assets”) shall be retained by Contributor are not being contributed or assigned hereunder.

3. Assumption of Liabilities. Subject to the terms and conditions set forth herein, Assignee hereby assumes and agrees to pay, perform and discharge when due any and all liabilities and obligations of Contributor arising out of or relating to the Contributed Assets as utilized in the Business that first arise after the effective date of the Contribution and any of those liabilities that are reflected in the balance sheet of the Business on the effective date of the Contribution, as long as the liabilities reflected in such balance sheet are consistent with past practice (as (the “Assumed Liabilities”). Assignee shall not assume and shall not be responsible to pay, perform or discharge any liabilities of Contributor of any kind or nature whatsoever other than the Assumed Liabilities including (without limitation) (i) Tax liabilities of Contributor for any taxable period (or portion thereof) ending on or prior to the date hereof, including any liabilities arising from or relating to the Federal Tax Lien filed against Contributor under File #2020-00063210 however assessed (“Excluded Tax Liabilities”) and (ii) any liabilities of Contributor relating to or arising out of the Retained Assets. For the avoidance of doubt, liabilities arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby shall be allocated as set forth in Section 11.5 of the Merger Agreement.

4. Covenants Regarding Certain Intellectual Property. Contributor hereby covenants that it will not directly or indirectly, commence, maintain, or prosecute any action or proceeding in, of, or before any court of competent jurisdiction against Assignee based upon an assertion of direct or indirect patent infringement of any claim of any of the patents identified on Schedule 6 (the “G3 Special Patents”) by any product manufactured, used, offered for sale, sold, imported, or otherwise transferred by Assignee or by any method or process used by Assignee in manufacturing a product. Assignee covenants not to directly or indirectly, commence, maintain, or prosecute any action or proceeding in, of, or before any court of competent jurisdiction or applicable governmental patent or intellectual property office asserting that any claim of any of the G3 Special Patents is in any way invalid or unenforceable. The parties hereto agree and acknowledge that a license agreement will be entered into whereby Assignee will receive a royalty-free, non-exclusive license to the G3 Special Patents.

5. Tax Treatment. For U.S. federal income tax purposes, the Contribution is intended to qualify for the Intended Tax Treatment. The Parties to this Agreement hereby agree to file and retain such information as shall be required under Treasury Regulation Section 1.351-3. No Party shall (and no Party shall permit or cause its respective Affiliates to) take any action, or fail to take any action, that could reasonably be expected to cause the Contribution to fail to qualify for the Intended Tax Treatment. The Parties intend to report and, except to the extent otherwise required by a change in law, shall report, for U.S. federal income tax purposes, the Contribution in accordance with the Intended Tax Treatment, unless otherwise required by a “determination” (within the meaning of Section 1313(a) of the Code (or any comparable provisions of state, local or non-U.S. Law)). Each of the Parties agrees to promptly notify all other Parties of any challenge to the Intended Tax Treatment by any taxing authority.

6. Representations and Warranties.

Each Party has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and its entry into and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite action. This Agreement has been duly executed and delivered by each Party and, assuming the due authorization, execution and delivery by each of the other Parties hereto, this Agreement shall constitute a legal, valid and binding obligation of the Parties, enforceable against Party in accordance with its terms, subject to the Enforceability Exceptions.

The execution and delivery of this Agreement and the performance of and compliance with the terms of this Agreement such Party does not (i) conflict with or violate the terms, conditions or provisions of such Party’s organizational documents, (ii) constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which such Party is a party or (iii) violate any judgment, decree or order of any court or any order or regulation of any governmental agency having jurisdiction over such Party or its assets or the businesses undertaken by it (except for such conflicts, breaches, violations, and defaults which would not have a material adverse effect on its ability to perform its obligations under this Agreement).

The Contributor has good and valid title in and to, or in the case of the Leases and the assets that are leased or licensed pursuant to Contracts, a valid leasehold interest or license in or a right to use all of the tangible assets that constitute the Contributed Assets. None of the Contributed Assets are subject to any Lien other than Permitted Liens.

With respect to the 1235 McCook Property, other than as set forth in the Shared Services Agreement, Contributor hereby represents and warrants as of the date hereof and as of immediately prior to the Contribution as follows: (i) the Contributor has good and marketable fee simple title to the 1235 McCook Property, free and clear of all Liens, except for Permitted Liens, (ii) there are no leases, subleases, licenses, or other agreements entered into by the Contributor granting to any Person the right of use or occupancy of any portion of the 1235 McCook Property, except for those constituting Permitted Liens, (iii) the Contributor has not received written notice of any, violation of or default under (including any condition that with the passage of time or the giving of notice would cause such a violation or default under) any restrictive covenants or contract affecting the 1235 McCook Property; (iv) the Contributor has delivered to Assignee true, correct and complete copies of all vesting deeds, title insurance policies and exception documents, surveys, zoning reports and similar reports to the extent in its possession or control, (v) the Contributor is in exclusive possession of 1235 McCook Property and has all easements, licenses, permits or other rights required by applicable law for the current use and occupancy of 1235 McCook Property and as are necessary for the conduct of the business of the Contributor thereon as currently conducted by the Contributor.

Except for the representations and warranties relating to title set forth in Section 5(c) and the representation and warranties related to the 1235 McCook Property set forth in Section 5(d) above, Assignee understands, acknowledges and agrees that it is accepting the Contributed Assets in their “AS IS” “WHERE IS” condition, without representations or warranties of any kind, whether express or implied, statutory or at common law, including (without limitation), the implied warranties of merchantability and fitness for a particular purpose, which Contributor expressly disclaims.

7. Conveyance Instruments. Contributor and Assignee covenant and agree to take such actions and do such things as reasonably requested by the other Party, including (without limitation) to execute and deliver, or cause to be executed and delivered, all such further deeds, assignments, stock transfer powers, agreements, instruments and documents evidencing or confirming the sale, assignment and transfer to Assignee of the Contributed Assets, including a bill of sale with respect to the transfer of any tangible personal property and an assignment and assumption agreement.

8. Further Assurances. From and after the date hereof, each Party shall use its commercially reasonable efforts to, from time to time, execute and deliver (or cause to be executed and delivered) such other documents, certificates, agreements and other writings (without additional consideration), and take such other actions as may be reasonably necessary or reasonably requested by the other Party in order to consummate, evidence or implement expeditiously the transactions contemplated by this Agreement and the documents contemplated hereby. In furtherance of the foregoing, promptly following the date hereof, Contributor will cause all bank accounts in the name of Contributor set forth on Schedule 4 to be transferred to Assignee (and change all authorized signatories on such accounts to those designated by Assignee). Contributor shall further use commercially reasonable efforts to obtain all required consents, permits and approvals from parties to any Contracts set forth on Schedule 3 in form, and upon terms and conditions, reasonably satisfactory to Assignee.

9. Limited Power of Attorney. Contributor hereby constitutes and appoints Assignee the true and lawful attorney of Contributor, with full power of substitution, in the name of Assignee: (a) to demand and receive from time to time any and all of the Contributed Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (b) to change the authorized signatories on the Contributed Account and to change the owner/beneficiary thereof; (c) to institute, prosecute, compromise and settle any and all actions or proceedings that Assignee may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Contributed Assets; (d) to defend or compromise any or all actions or proceedings in respect of any of the Contributed Assets; and (e) to do all such acts and things in relation to the matters set forth in the preceding clauses (a) through (d) as Assignee shall deem desirable. Contributor hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason.

10. Employee Matters. On or before the Closing Date, Contributor shall terminate the employment of the individuals set forth on Schedule 5 attached hereto, and Assignee shall offer employment to those individuals on substantially the same terms as of immediately prior to the Closing Date.

11. Patent Assignment Agreement. To effect the transfer of the Patents the Contributor has delivered to Assignee, the Patent Assignment, dated as of February 8, 2023 (the “Patent Assignment”).

12. Limited Indemnity. Contributor shall indemnify, defend, and hold harmless Parent, the Assignee and their respective officers, directors, employees, affiliates, agents, and representatives from and against all losses, liabilities, claims, damages, actions, judgments, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Damages”) arising out of or in connection with the Excluded Tax Liabilities. Assignee shall be entitled to recover any such Damages first, by offsetting the amount of any Damages from the Holdback Shares pursuant to Section 3.5 of the Merger Agreement and second, directly from the Contributor.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of, and not the conflicts of laws provisions of, the State of Delaware, except that all disputes concerning patents, including inventorship shall be governed by U.S. patent law.

14. Miscellaneous. This Agreement may be executed in any number of counterparts (including by way of electronic transmission), each of which will be deemed an original, but all of which together will constitute one and the same instrument. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part has been severed and deleted.

(Signature page follows)

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Contribution Agreement to be duly executed, as of the day and year first written.

	CONTRIBUTOR

	GLOBAL GRAPHENE GROUP, INC.

	By:	/s/ Bor Jang
	Name:	Bor Jang
	Title:	CEO

	ASSIGNEE

	HONEYCOMB BATTERY COMPANY

	By:	/s/ Bor Jang
	Name:	Bor Jang
	Title:	CEO

[Signature Page to Contribution Agreement]

Exhibit 10.2

SUPPLY AND LICENSE AGREEMENT

This Supply and License Agreement (this “Agreement”) is made by and between Global Graphene Group, Inc., a Delaware corporation (“G3”), Angstron Materials, Inc., an Ohio corporation (“AMI”), and Honeycomb Battery Company, an Ohio corporation (“Customer”), and is effective as of February 2, 2024 (the “Effective Date”). G3, AMI and Customer are sometimes collectively referred to hereafter as the “Parties” and each individually as a “Party”.

WHEREAS, G3 wishes to sell (and/or cause its direct and indirect subsidiaries, including AMI, (the “G3 Designees”) to sell), and Customer wishes to purchase (and/or cause its direct and indirect subsidiaries (the “Customer Designees”) to purchase), the Graphene and Graphite Products (as defined herein), on the terms and subject to the conditions outlined in this Agreement; and

WHEREAS, in connection with the foregoing, G3 (and/or the G3 Designees) wish to license to Customer (and/or the Customer Designees), and Customer (and/or the Customer Designees) wish to license from G3 (and/or the G3 Designees), the G3 Intellectual Property.

NOW, THEREFORE, for and in consideration of the mutual promises outlined in this Agreement, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which the Parties acknowledge, the Parties hereby agree as follows:

1. Certain Definitions. The following terms shall have the meanings set forth herein:

a. “Battery” means devices in which chemical energy is converted into electrical energy and that are used as a source of electrical power.

b. “Battery-Related Product” means Batteries and components used in Batteries.

c. “Graphene and Graphite Products” means graphene-based materials set forth on Schedule B (as same may be amended from time to time by G3) (including graphene oxide, reduced graphene oxide, pristine graphene, functionalized graphene and biomass derived graphite materials) manufactured or distributed by G3 and/or the G3 Designees.

d. “G3 Intellectual Property” means the patents set forth on Schedule A attached hereto as well as all proprietary, non-public and/or confidential information relate thereto, in each case owned by G3 and/or the G3 Designees.

e. “Taxes” means charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any excise, sales, use, value added, goods and services, transfer, import, export, documentary, conveyancing or similar taxes or expenses), together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.

f. “Taxing Authority” means any means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority exercising executive, legislative, judicial, regulatory or administrative functions (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction responsible for the collection, assessment or imposition of any Tax or the administration of any law relating to any Tax.

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2. Supply of Graphene and Graphite Products and License of G3 Intellectual Property. During the Term (as defined herein), and subject to the terms and conditions of this Agreement:

a. Supply of Graphene and Graphite Products. G3 shall provide, or cause to be provided by the G3 Designees, to the Customer and the Customer Designees, and the Customer shall, and shall cause the Customer Designees to, purchase from G3 or the G3 Designees, the Graphene and Graphite Products set forth on Schedule B (as same may be amended from time to time by G3).

b. License of G3 Intellectual Property.

(i)

Subject to the terms and conditions of this Agreement, G3 hereby grants to Customer during the Term and perpetually thereafter an irrevocable, non-exclusive, royalty-free, non-transferable (except as provided in Section 20(d)), sublicensable (as provided in Section 2(b)(ii)) license under the G3 Intellectual Property solely to: (A) make, have made, use, and import Graphene and Graphite Products; (B) perform methods and processes using Graphene and Graphite Products to manufacture Battery-Related Products; and (C) make, have made, use, offer to sell, sell, and import such Battery-Related Products.

(ii)

Customer may not grant sublicenses under this Agreement, except that Customer may grant a sublicense of any of its rights under this Agreement to one or more of the Customer Designees, provided that: (A) Customer shall ensure that each sublicensee complies with the applicable terms and conditions of this Agreement, including a written acknowledgement of the confidentiality obligations of this Agreement; and (B) any act or omission of a sublicensee that would be a material breach of this Agreement if performed by Customer will be deemed to be a material breach by Customer.

(iii)

G3 hereby reserves all rights not expressly granted to Customer under this Agreement.

(iv)

G3 has the sole right, in its discretion and at its expense, to file, prosecute, and maintain all patents and applications under the G3 Intellectual Property and any Improvements (as defined below). Customer shall provide, at the request of G3 and at G3’s sole expense, all necessary assistance with such filing, maintenance, and prosecution.

(v)

As between the Parties, any improvement, enhancement, or other modification of the inventions, technology, or other subject matter claimed or disclosed in any of the G3 Intellectual Property, whether or not patentable or reduced to practice, made by G3, G3 Designees, by Customer, by Customer Designee, on behalf of Customer or a Customer Designee, or jointly by any of the foregoing (“Improvement”) shall be owned by G3. Customer shall and shall cause each Customer Designee to immediately notify G3 of any Improvement made by Customer, Customer Designee, or on behalf of Customer or a Customer Designee. Customer hereby assigns to G3 all of its and shall cause any Customer Designee or any other party working on behalf of Customer or a Customer Designee to assign all of its right, title, and interest it may have in and to all Improvements, including all rights to apply for any intellectual property rights with respect to such Improvement and all enforcement rights and remedies for past, present, and future infringement thereof and all rights to collect royalties and damages therefor. All patent applications filed by G3 with respect to any Improvement and all patents issuing therefrom shall automatically be included in the G3 Intellectual Property and subject to the license granted to Customer under Section 2(b)(i). Notwithstanding the foregoing, the prior written consent of Customer shall be required (such consent not to be unreasonably withheld, conditioned or delayed) to the extent G3 intends to incorporate Improvement(s) or license Improvement(s) to any third-party wherein at least one (1) inventor of such Improvement is employed by any of Customer, by Customer Designee, on behalf of Customer or a Customer Designee, into any product developed or manufactured and marketed for use in the electric battery industry. In no event shall Dr. Bor Jang or Aruna Zhamu be deemed to be employed by or on behalf of Customer or any Customer Designee for purposes of this Section 2(b). At the request of G3, Customer, Customer Designee, or a party working on behalf of Customer or a Customer Designee shall promptly execute and deliver such documents as may be necessary or desirable for effecting and perfecting the foregoing assignment of rights.

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(vi)

G3 shall, at its option, make all necessary filings to record an assignment of rights in any Improvement with the United States Patent and Trademark Office and in the corresponding offices or agencies in any and all countries where it may be required under applicable law, including as a prerequisite to enforcement of the G3 Intellectual Property or enforceability of this Agreement in the courts of such countries. Customer shall and shall cause Customer Designees and any party working on behalf of Customer or Customer Designee assist G3 in any such actions described in this Section, and any recordation fees and related costs and expenses shall be at G3’s expense.

(vii)

Customer shall (and shall cause each Customer Designee to) promptly notify G3 in writing of any actual, suspected, or threatened infringement of any G3 Intellectual Property by any third party of which it becomes aware. G3 has the sole right, in its discretion, to bring any action or proceeding with respect to any such infringement, and to defend any declaratory judgment action concerning any G3 Intellectual Property, and to control the conduct of any such action or proceeding (including any settlement thereof). Customer shall (and shall cause each Customer Designee to) provide G3 with all assistance that G3 may reasonably request, at G3’s expense, in connection with any such action or proceeding. G3 will be entitled to retain any monetary recovery resulting from any such action or proceeding (including any settlement thereof) for its own account.

3. Pricing.

a. Pricing of Graphene and Graphite Products. Customer shall pay G3 or the applicable G3 Designee for Graphene and Graphite Products ordered during the Term in accordance with the prices set forth on Schedule B or as specified from time to time, as applicable, in each case subject to the terms of this Agreement. Prices for Graphene and Graphite Products shall exclude all Taxes. The Customer shall be responsible for all other Taxes with respect to the Graphene and Graphite Products. G3 covenants and agrees that pricing for the Graphene and Graphite Products pursuant to this Section 3(a) shall be equal to or lower than the prices G3 charges for the Graphene and Graphite Products to other customers for the Graphene and Graphite Products in substantially the same volume and under the same terms. During the Term of this Agreement, G3 agrees that Customer shall be allowed the full benefit of any and all lower prices for the sale of the Graphene and Graphite Products in the substantially similar quantities described in this Agreement that are provided to other customers.

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b. Price Changes. G3 may change the list prices of its products in accordance with its customary policies, to reflect such matters as G3 deems appropriate, including increases in raw material, commodity or labor costs, changes to applicable statutes, rules, orders, or regulations; provided, however, any such changes shall comply with Section 3(a) hereof. An updated list of prices on Schedule B shall be provided to Customer no less frequently than on an annual basis.

4. Exclusivity. Each Party acknowledges and agrees that this Agreement does not create an exclusive supply relationship between G3 and Customer regarding the supply of Graphene and Graphite Products by G3 or G3 Designees to the Customer and/or the Customer Designees. G3 shall have the right to provide third parties with Graphene and Graphite Products in its sole discretion. The Customer and/or the Customer Designees may themselves manufacture Graphene and Graphite Products or purchase Graphene and Graphite Products from third parties for use in manufacturing Battery-Related Products. In no event shall the Customer and/or the Customer Designees (i) manufacture any Graphene and Graphite Products other than for exclusive use in Customer and/or Customer Designee’s Battery-Related Products and (ii) to the extent Customer and/or a Customer Designee manufactures any Graphene and Graphite Products, such Graphene and Graphite Products shall not under any circumstances be resold, provided, or otherwise transferred to any third party.

5. Purchase Orders; Lead Times.

a. Purchase Orders. Customer shall submit a purchase order (each a “Purchase Order”) for Graphene and Graphite Products desired to be supplied by G3 or a G3 Designee hereunder from time to time during the Term. Each Purchase Order will provide in reasonable detail (including product numbers if applicable) the type of product, price, required date of receipt and quantity of Graphene and Graphite Products and any other information as is reasonably deemed necessary by G3 (the foregoing, “Required Purchase Order Terms”). Other than with respect to any Required Purchaser Order terms, the terms of any Purchase Orders, acceptances, correspondence, memoranda, listing sheets, or documents forming part of any order or acceptance for Graphene and Graphite Products during the Term shall not govern any transaction under this Agreement; rather the terms of this Agreement shall govern and prevail, and any conflicting and/or additional terms and conditions of any such documents shall be deemed deleted and shall not be binding upon the Parties.

b. Lead Times.

(i)

Standard Purchase Orders. For Purchase Orders for Graphene and Graphite Products that are received by G3 or a G3 Designee at least twenty (20) business days prior to requested delivery, G3 or such G3 Designee will make delivery within twenty (20) business days. The Customer shall be responsible for all freight and insurance costs related to such Purchase Order.

(ii)

Expedited Purchase Orders. For Purchase Orders for Graphene and Graphite Products that are received by G3 or a G3 Designee fewer than twenty (20) business days prior to the requested delivery date, such Purchaser Orders shall be binding on Customer and G3 or such G3 Designee will make reasonable efforts to make delivery by the requested delivery date, but G3 or such G3 Designee shall not have any liability if the ordered Graphene and Graphite Products are not delivered earlier than twenty (20) business days after G3 or such G3 Designee receipt of the applicable Purchase Order. The Customer shall be responsible for all freight and insurance costs related to such Purchase Order.

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6. Invoices & Payment.

a. G3 or an applicable G3 Designee shall invoice Customer for Graphene and Graphite Products at the time of shipment.

b. The Customer (or applicable Customer Designee) will pay G3 all undisputed amounts for Graphene and Graphite Products within thirty (30) days after receiving the applicable shipment from G3 or a G3 Designee. All such amounts are to be paid electronically (i.e., by ACH) in immediately available Dollars. In the event that any amount due hereunder is not paid when due, such amount shall accrue interest from the date due at a rate of one and one-half percent (1-1/2%) per month; provided, however, that in no event shall such rate exceed the maximum legal annual interest rate. The payment of such interest shall not limit any Party from exercising any other rights it may have as a consequence of such late payment.

7. Disputed Invoices. In the event of a good faith dispute regarding any fees for Graphene and Graphite Products delivered to Customer hereunder, Customer shall pay the fees that are not in dispute within the applicable payment term and shall provide written notice of the dispute to G3 within thirty (30) days of receipt of the invoice. Such notice shall identify the disputed charges, including an explanation of the basis for the dispute, and a proposed resolution. The Parties shall use commercially reasonable efforts to resolving all disputes in good faith within ten (10) business days of the date of G3’s receipt of the written notice of the disputed invoice.

8. Delivery; Title and Risk of Loss. All shipments of Graphene and Graphite Products, regardless of responsibility for freight and insurance costs, shall be FOB shipping point with Title and Risk of Loss to all Graphene and Graphite Products passing to Customer at the time and place of shipment.

9. Acceptance of G3 Products; Right to Inspect. Customer or a Customer Designee may reject and refuse to pay for Graphene and Graphite Products that have been damaged during storage or handling prior to being delivered to Customer or its designee, or are otherwise not in compliance with the terms and conditions of this Agreement (including Graphene and Graphite Product specifications); provided, that, Customer must notify G3 or the applicable G3 Designee in writing of any Graphene and Graphite Products it elects to reject, and a reasonable description regarding the basis for such rejection, within five (5) business days of the date of delivery. G3, in its sole discretion, may either refund to Customer the cost of the rightfully rejected Graphene and Graphite Products or replace rightfully rejected Graphene and Graphite Products at G3’s expense (and any such replacement also would be subject to the terms hereof). The Customer shall hold all rejected Graphene and Graphite Products in a secure and safe manner for inspection by G3 or its representatives. In the event that G3 requests that rejected Graphene and Graphite Products be returned to G3, G3 shall reimburse the Customer for the reasonable and documented costs incurred by Customer to return such Graphene and Graphite Products. Such refund or reimbursement shall be made within ten (10) days after G3s’ receipt of the returned Graphene and Graphite Products and completion of its inspection consistent with G3’s then current practices and terms for accepting rejected Graphene and Graphite Products.

10. Product Warranties.

a. G3 represents and warrants that Graphene and Graphite Products, when shipped, will be fit for their use in the Battery-Related Products, will be of reasonable quality and free of any material defects, will meet G3’s then-current specification for such Graphene and Graphite Products. This warranty does not apply if the Customer does not apply, maintain, or otherwise use the Graphene and Graphite Products in accordance with G3’s instructions. All Graphene and Graphite Products are intended solely for use in Battery-Related Products at the applicable site for which such Graphene and Graphite Products are ordered.

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b. G3’s or G3 Designees’ employees performing services hereunder (if any) in supplying Graphene and Graphite Products shall have the necessary training, experience, and skills required to perform such services and the responsibilities of the position to which such employees are assigned. G3 shall warrant all labor provided by G3 for ninety (90) days after it is provided.

c. G3 represents and warrants that the Graphene and Graphite Products and G3 Intellectual Property shall not infringe on the intellectual property rights of any third party.

Except as otherwise specifically set forth in this Agreement, G3 MAKES NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO GRAPHENE AND GRAPHITE PRODUCTS OR G3 INTELLECTUAL PROPERTY INCLUDING, WARRANTIES WITH REGARD TO MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

11. Term; Termination.

a. Initial Term. This Agreement shall commence and be in full force and effect from the Effective Date and continued for an initial period of ten (10) years (the “Initial Term”).

b. Renewal Terms. Unless earlier terminated in accordance with this Agreement, after the end of the Initial Term and thereafter at the end of each Renewal Term (if any), this Agreement will automatically renew for additional one (1) year terms (each a “Renewal Term” with the Initial Term and all Renewal Terms being collectively referred to as the “Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or then current Renewal Term, as applicable, in which case the Term shall expire at the end of such Initial Term or the then current Renewal Term.

c. Termination Prior to End of the Initial Term or any Renewal Term.

(i)

This Agreement shall terminate upon the occurrence of any of the following (each a “Customer Event of Default”):

immediately upon written notice by G3 to Customer if any amount due and payable by Customer hereunder is not paid when due;

immediately upon written notice by G3 to Customer if Customer uses G3 Intellectual Property outside of the license granted herein;

thirty (30) days following delivery by G3 to Customer of written notice of any breach of this Agreement; provided, that if such breach is cured in all material respects within such thirty (30) day period, such notice of termination shall not be effective;

the entry by a court or governmental agency having jurisdiction over Customer of a decree or order for relief in respect of Customer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such person, or for any substantial part of any Customer’s property or ordering the winding up or liquidation of Customer’s affairs, and such decree or order remaining unstayed and in effect for sixty (60) consecutive days; or

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the commencement by Customer of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such person to the entry of an order for relief in an involuntary case under any such law; or the consent by Customer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any substantial part of Customer’s property, or the filing of a pleading in any court of record admitting in writing the inability of Customer to pay its debts as they come due; or

the making by the Customer of a general assignment for the benefit of creditors.

(ii)

This Agreement shall upon the occurrence of any of the following (each a “G3 Event of Default”):

thirty (30) days following delivery by Customer to G3 of written notice of any breach of this Agreement; provided, that if such breach has been cured in all material respects within such thirty (30) day period, such notice of termination shall not be effective.

the entry by a court or governmental agency having jurisdiction over G3 of a decree or order for relief in respect of G3 in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such person, or for any substantial part of any G3 property or ordering the winding up or liquidation of G3’s affairs, and such decree or order remaining unstayed and in effect for sixty (60) consecutive days; or

the commencement by G3 of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such person to the entry of an order for relief in an involuntary case under any such law; or the consent by G3 to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any substantial part of G3’s property, or the filing of a pleading in any court of record admitting in writing the inability of G3 to pay its debts as they come due; or

the making by G3 of a general assignment for the benefit of creditors.

12. Effect of Termination. Upon termination of this Agreement:

a. G3 may, and if Customer is not in breach of any payment or other obligation hereunder, G3 shall complete the delivery of all Graphene and Graphite Products ordered by Customer pursuant to the terms of such order, and subject to the payment therefor (which payment may, at G3’s sole discretion, be required as a condition of delivery);

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b. Customer shall pay all amounts then or thereafter owing to G3 pursuant to the terms of this Agreement (including any repayment of unearned incentives);

c. Customer shall purchase, at G3’s then applicable list prices, all previously delivered but unpaid for Graphene and Graphite Products (including any inventory maintained on site by G3), as determined by G3’s records or, in G3’s sole discretion, by a mutually agreed upon physical inventory;

d. Customer shall promptly return to G3, at Customer’s expense, all secondary containers, backroom equipment, and other property of G3 (if any) provided by G3 during the Term;

e. Customer shall immediately stop using, and shall remove any signage containing, any trademarks, service marks, trade names, logos, symbols or brand names of G3 or its affiliates; and

f. if terminated pursuant to Section 11(c)(i)(B), Customer shall immediately stop using the G3 Intellectual Property and return to G3 all materials regarding the G3 Intellectual Property.

13. Representations and Warranties. Each Party represents and warrants to the other that:

a. Such Party has full power and authority to enter into and perform its obligations under this Agreement and is not party to any contract, agreement, promise, or undertaking that would prevent the full corporate execution and performance by it of this Agreement, and the persons executing this Agreement on behalf of such Party are duly authorized to do so and have the authority to bind such Party to this Agreement.

b. The execution and delivery of this Agreement and the performance of and compliance with the terms of this Agreement such Party does not (i) conflict with or violate the terms, conditions or provisions of such Party’s organizational documents, (ii) constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which such Party is a party or (iii) violate any judgment, decree or order of any court or any order or regulation of any governmental agency having jurisdiction over such Party or its assets or the businesses undertaken by it (except for such conflicts, breaches, violations, and defaults which would not have a material adverse effect on its ability to perform its obligations under this Agreement).

14. Confidentiality.

a. The Parties shall and shall cause their employees, agents, and representatives to treat as confidential all information and data, of whatever nature, relating to Customer (and the Customer Designees) or G3 (and the G3 Designees), including the Graphene and Graphite Product specifications, the operations of each Party and its affiliates, policies, procedures, techniques, accounts, personnel, pricing, other contractors and customers, disclosed by a Party or its representatives used by a Party or its affiliates in carrying on a Party’s business, as well as all proprietary information of a Party (collectively, “Confidential Information”).

b. No Party shall, and no Party shall permit its affiliates to, disclose any Confidential Information of the other Party, except to the extent required by law or as such recipient has a need to know such information in connection with the performance of a Party’s obligations under this Agreement.

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15. Business Practices and Compliance.

a. Each Party shall comply, and direct its affiliates, and its and their respective employees, agents, and representatives to comply, all applicable laws, rules, and regulations applicable to this Agreement and its performance hereunder, including any Anti-Corruption Policy of any Customer provided in writing to G3 and with all anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, applicable to the performance of this Agreement.

b. Each Party shall not, and shall direct its affiliates, and its and their respective employees, agents, and representatives not to, pay, offer or promise to pay, or authorize the payment, directly or indirectly, of any monies or anything of value to (i) any person employed by or acting for or on behalf of the Customer or any Customer Designee, or (ii) any government official or employee or any political party or candidate for political office, for the purpose of inducing or rewarding any favorable action or a business advantage for G3 or Customer (or any Customer Designee).

c. Each Party shall comply, and direct its affiliates, and its and their respective employees, agents, and representatives to comply, with applicable business any law or regulation applicable to such Party and its employees, agents, and representatives. Without limiting the generality of the foregoing, the Customer and Customer Designees shall (i) at its own expense maintain all certifications, credentials, licenses, and permits necessary to conduct its business and otherwise relating to the purchase or use of the Graphene and Graphite Products and (ii) not engage in any activity or transaction involving the Graphene and Graphite Products, by way of use or otherwise, that violates any applicable laws, rules, and regulations.

16. Indemnification.

a. Indemnification Obligation.

(i)

Each Party shall indemnify, defend, and hold harmless the other Party and its respective officers, directors, employees, affiliates, agents, and representatives from and against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) arising out of or in connection with any third-party claim, suit, action, or proceeding relating to the indemnifying Party’s obligations, representations, warranties, or covenants under this Agreement.

(ii)

Without limiting the generality of the foregoing, Customer shall indemnify, defend, and hold harmless G3 and the G3 Designees, officers, directors, employees, affiliates, agents, and representatives from and against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) arising out of or in connection with any third-party claim, suit, action, or proceeding relating to: (a) use by Customer or any sublicensee of any G3 Intellectual Property; (b) manufacture, use, sale, or other disposition by or on behalf of Customer or any sublicensee of any product or practice of any method or process made or performed by use of G3 Intellectual Property; and (c) Customer’s obligations pursuant to Section 18 hereof.

b. Certain Limitations of Liability. EXCEPT FOR CUSTOMER’S LIABILITY FOR INDEMNIFICATION UNDER SECTION 16(a)(ii), NEITHER PARTY NOR ITS REPRESENTATIVES IS LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (I)WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (II) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. G3’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO G3 PURSUANT TO THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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17. Notice. All notices required or permitted to be given hereunder shall be in writing duly addressed to the intended recipient at the applicable address set forth below such recipient’s signature to this Agreement (or such other address as such Party has indicated in a writing given in accordance with this Section 19) and may be delivered by hand, by email, by facsimile, by local messenger or by reputable overnight courier. Notices shall be deemed given: (a) when received if delivered by hand or local messenger; (b) when sent, if sent by email or facsimile during the recipient’s normal business hours; (c) one (1) business day after being sent, if sent by email or facsimile other than during the recipient’s normal business hours; and (d) one (1) business day after being delivered to a reputable overnight courier for next day delivery. A notice delivered by email or facsimile shall only be effective on the date set forth above, however, if the notice is also given by hand, local messenger, or courier no later than two (2) business days after its delivery by email or facsimile.

18. Environmental and Import/Export Matters.

a. With respect to all Graphene and Graphite Products received by, delivered to, or in the possession of Customer or any Customer Designees, Customer shall (a) cause all such Graphene and Graphite Products to be handled and stored in compliance with all applicable federal, state, and local laws and regulations, and (b) take all action to prevent any release into the environment of Graphene and Graphite Products. Customer, Customer Designees and their respective successors and assigns shall defend, indemnify, hold harmless and forever release G3 and its affiliates from and against any and all damages and liabilities whatsoever arising from, based upon, related to, or associated with any environmental condition or other environmental matter arising out of or related to the receipt, storage or handling of any Graphene and Graphite Products that have been or hereafter are received by Customer or a Customer Designee or delivered to a Customer or Customer Designee location, including the presence, disposal or removal of any pollutant, contaminant, or hazardous or toxic substance, waste or material of any kind regulated under any environmental law or regulation in, on or under the a Customer or Customer Designee location (whether neighboring or otherwise) in each case under any environmental laws, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et. seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et. seq.), the Clean Water Act (33 U.S.C. §§ 466 et. seq.), the Safe Drinking Water Act (14 U.S.C. §§ 1401-1450), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et. seq.), the Toxic Substance Control Act (15 U.S.C. §§ 2601-2629), the Clean Air Act (42 U.S.C. § 7401 et. seq.), the Oil Pollution Act (33 U.S.C. § 2701 et. seq.), any and all amendments to the foregoing, and all federal, state and local laws and regulations (including the laws and regulations of any foreign government or political subdivision thereof).

b. Customer agrees that Customer’s and/or Customer Designee’s use of the Graphene and Graphite Products, and any associated technical data or information, or the direct product thereof, will not violate U.S. export laws or regulations or the import laws and regulations of applicable foreign states. Following receipt of any Graphene and Graphite Products, Customer will be responsible for obtaining, recording, filing and maintaining all export and import documentation including all licenses and permits, as well as for the payment of associated fees. Customer shall appropriately label containers of all Graphene and Graphite Products in Customer’s and/or a Customer Designee’s possession which are known to constitute a health, poison, fire, environmental, safety or explosion hazard.

19. Governing Law; Jurisdiction; Waiver of Right to Jury Trial.

a. This Agreement shall be construed and governed according to those laws of the State of Delaware applicable to contracts made and to be fully performed therein, to the extent not preempted by applicable federal law, except that all disputes concerning patents, including inventorship shall be governed by U.S. patent law. The United Nations Convention for the Sale of Goods shall not apply.

b. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. Each Party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any suit, action, or proceeding relating to this Agreement as aforesaid, and further irrevocably waives any claim that such venue is not a convenient forum for any such suit, action, or proceeding.

c. Should either Party institute an action that in any way arises out of this Agreement or any alleged breach of this Agreement, the prevailing Party shall recover, in addition to any other relief, its costs and reasonable attorneys’ fees incurred in prosecuting or defending said action.

d. Each of the Parties hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury action arising out of or related to this Agreement.

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20. Miscellaneous.

a. Trademarks. G3 (and its affiliates as may be applicable) retains the right to and ownership of the trademarks, logos, domain names, metatags, and trade names (collectively, the “Marks”) applicable to its businesses, its operations, its facilities and Products. G3 hereby grants Customer the non-exclusive, non-transferable, limited right during the term of this Agreement to use the Marks in Customer’s business solely for the purpose of advertising and promoting the sale and use of its products. Customer acknowledges that G3 retains the right to and ownership of such Marks, which Customer agrees not to contest or impair in any way.

Customer shall use the Marks only as authorized by G3 and strictly in accordance with any trademark usage terms and conditions as G3 may adopt from time to time. Customer is not authorized to use the Marks as a part of Customer’s (or Customer Designee’s) corporate name. Any misuse of the Marks by Customer shall constitute a material breach of this Agreement, and Customer and each Customer Designee agrees, jointly and severally, to indemnify G3 for all damages caused by a Customer’s breach of the G3 terms of use to its Marks. Further, Customer and Customer Designee shall timely provide G3, for G3’s review, any advertising, marketing, and/or promotional materials which include or make any use of G3’s Marks upon G3’s request.

b. Audit Rights. G3 may from time to time, upon its request, audit Customer’s records to verify inventory counts and such other information as G3 may determine is appropriate and necessary to confirm Customer’s invoices and reports. Customer shall promptly provide G3 with such access to its facilities and records as G3 may reasonably request to the above review and verification process.

c. Compliance with Laws. Each Party shall comply with all federal, state, and local laws and regulations (including the laws and regulations of any foreign government or political subdivision thereof) that are applicable to its performance hereunder. Customer shall comply with the patent marking provisions of 35 U.S.C. § 287(a) by marking all products made under the G3 Intellectual Property with the word “patent” or the abbreviation “pat.” and either the relevant G3 Intellectual Property patent number or a web address that is freely accessible to the public and that lists the relevant G3 Intellectual Property patent numbers.

d. Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party; provided that no such consent shall be required in connection with either (i) the sale of all or substantially all of the equity interests of assigning Party or its direct or indirect parents, (ii) the sale of all or substantially all of the assets of assigning Party; (iii) the transfer by the assigning Party of all or substantially all of its assets to an affiliate of such assigning Party that agrees to be bound hereby or (iv) a successor to the assigning Party by reason of merger, reorganization, consolidation or operation of law. With regard to assignment of the G3 Intellectual Property either in a direct sale of all or a portion of the G3 Intellectual Property or as part of a broader transaction, G3 shall ensure that this Agreement survives any such transaction and that the assignee shall assume the obligations and maintain the rights granted under this Agreement. Any assignment of this Agreement in breach of this Agreement is void.

e. Modification. This Agreement may not be amended, supplemented, or modified in any respect without further written Agreement of both Parties, signed by their respective authorized representatives.

f. Counterparts. This Agreement may be signed in counterparts and all counterparts constitute one and the same instrument. Any hand-written signature, however transmitted, is as effective as an original.

g. No Agency. G3 shall be an independent contractor hereunder, and this Agreement shall not be construed to create any other relationship between the parties, as principal and agent, joint venturers, or otherwise. Neither Party is authorized to enter into Agreements for or on behalf of the other Party, collect any obligation due or owed to the other party, accept service of process for the other Party, or bind the other party in any manner whatever.

h. Waivers. No failure to insist, in one or more instances, upon the performance of any term of this Agreement or to enforce any right hereunder shall be construed to be a waiver or relinquishment of such Party’s right to such performance or other future performance of such term or terms or of any right hereunder. A Party’s consent to, or approval of, any act requiring such consent or approval shall not be deemed to render unnecessary the obtaining of such consent or approval of any subsequent act.

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i. No Third-Party Beneficiaries. This Agreement is entered into solely between, and may be enforced only by, the Parties and their permitted successors and assigns, and this Agreement shall not be deemed to create any rights in third parties including, without limitation, suppliers and customers of a Party, or to create any obligations of a Party to any such third parties.

j. Entire Agreement. This Agreement, together with all documents referenced in this Agreement, represents the entire agreement between the Parties regarding the subject matter and supersedes all prior oral or written proposals, understandings, and other commitments between the Parties regarding the subject matter. This Agreement is binding upon and benefits the Parties, their heirs, legal representatives, successors, and permitted assigns.

k. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

l. Force Majeure. If either Party’s performance (other than a payment obligation) is prevented, hindered, or delayed by reason of cause(s) beyond such Party’s reasonable control, including war, labor disputes (including strikes and lockouts), civil disorders, governmental acts, epidemics, pandemics, quarantines, supply chain delays and disruptions, embargoes, fires, earthquakes, storms, or acts of God (“Force Majeure”), then such Party shall be excused from performance (other than payment obligations hereunder, which must be paid when due, regardless of the occurrence of any Force Majeure), to the extent that it is prevented, hindered or delayed thereby during the continuance of such cause(s) and for so long as, and to the extent that, such cause(s) prevent or delay performance hereunder. Each Party hereby agrees to reasonable efforts to promptly notify the other of any such Force Majeure event, and to provide the other a good faith description of the event and the estimated time until it shall be able to resume full performance of its obligations under this Agreement.

m. Denomination of Payment. “Dollars” or “$” means the lawful currency of the United States of America. All prices and other amounts stated herein or any exhibit or schedule attached hereto are stated in Dollars and all payments made in connection with any transaction contemplated hereunder shall be made in Dollars.

n. Survival. Section 2(b) (License of G3 Intellectual Property), Section 12 (Effect of Termination) unless this Agreement is terminated pursuant to Section 11(c)(i)(B), Section 14 (Confidentiality), Section 16 (Indemnification), Section 19 (Governing Law; Jurisdiction; Waiver of Right to Jury Trial), and this Section 20 (Miscellaneous) shall survive the termination of this Agreement, as shall any other terms and conditions set forth in these General Terms and Conditions, the MSA or the Schedules hereto which either are expressly made to survive termination or which contemplate performance by either of the Parties after the termination of this Agreement.

o. Interpretive Provisions. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) all references to the preamble, recitals, Sections, Articles, Schedules or Exhibits are to the preamble, recitals, Sections, Articles, Schedules or Exhibits of or to this Agreement; (ii) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section or paragraph hereof; (iii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iv) words importing the singular shall also include the plural, and vice versa; and (v) the word “including” shall mean “including without limitation.” Any representation or warranty contained herein as to the enforceability of a contract will be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium, or other similar law affecting the enforcement of creditors’ rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Whenever this Agreement refers to a number of days, unless specified otherwise, such number will refer to calendar days.

(Signature page follows)

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

“CUSTOMER”		“G3”

HONEYCOMB BATTERY COMPANY		GLOBAL GRAPHENE GROUP, INC.

By:	/s/ Bor Jang	By:	/s/ Bor Jang
Name:	Bor Jang	Name:	Bor Jang
Title:	CEO	Title:	CEO

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Exhibit 10.3

SHARED SERVICES AGREEMENT

THIS SHARED SERVICES AGREEMENT (this “Agreement”), is entered into as of February 2, 2024, 2023 (the “Effective Date”) between Global Graphene Group, Inc., a Delaware corporation with its principal place of business at 1240 McCook Avenue, Dayton, Ohio 45404 (“G3”), and Honeycomb Battery Company, an Ohio corporation with its principal place of business at 1235 McCook Avenue, Dayton, Ohio 45404 (“Honeycomb” and, together with G3, the “Parties” and each a “Party”).

RECITALS:

WHEREAS, the Parties have determined that it is in the best interests of their respective companies to enter into this Agreement to provide for the sharing of certain services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Shared Services.

(a) Subject to the terms and conditions of this Agreement, G3, acting directly or through its Affiliates (as hereafter defined) or their respective employees, agents, contractors or independent third parties, agrees to provide or cause to be provided to Honeycomb and certain of its Affiliates (as hereafter defined) the services set forth on Exhibit A and Honeycomb, acting directly or through its Affiliates or their respective employees, agents, contractors or independent third parties, agrees to provide or cause to be provided to G3 and certain of its Affiliates the services set forth on Exhibit A (with any additional services provided pursuant to Section 1(b) being collectively referred to as the “Shared Services”). For purposes of this Agreement, “Affiliate” means any individual, corporation or other legal entity which either Party directly or indirectly through one or more intermediaries controls or which is controlled by or under common control with such Party and “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an individual, corporation or other legal entity, through the ownership of more than fifty percent (50%) of the voting securities.

(b) Subject to any limitations set forth in this Agreement and Exhibit A, G3 or Honeycomb, as the case may be, may request additional Shared Services from the other Party by providing written notice. Upon the mutual written agreement as to the nature, cost, duration and scope of such additional Shared Services, the Parties shall supplement in writing Exhibit A to include such additional Shared Services. In accordance with Section 4, the Parties may discontinue one or more Shared Services under this Agreement.

(c) Each Party will, in a timely manner, take all such actions as may be reasonably necessary in order to enable or assist in the provision of the Shared Services, including providing necessary information and specific authorizations and approvals.

(d) In providing the Shared Services, each of the Parties may, as it deems reasonably necessary or appropriate and upon the mutual agreement of the other Party, (i) use its personnel or those of its Affiliates, and/or (ii) employ the services of third parties to the extent such third party services are utilized to provide the Shared Services or to provide similar services to the other Party or its Affiliates, or are reasonably necessary for the efficient performance of any of the Shared Services.

(e) The Parties represent, warrant and agrees that the services provided under this Agreement shall be provided, in good faith, in accordance with law and, except as specifically provided in Exhibit A, in a manner generally consistent with the historical provision of such services and with the same standard of care as historically provided by the Party with respect to its own business. Each Party agrees to, where applicable, assign sufficient resources and qualified personnel as are reasonably required to perform the services in accordance with the standards set forth in the preceding sentence.

(f) In the event that an invention results from any Shared Services, the Parties agree that for an invention(s) developed by a shared employee, if such invention is related to the battery business, such invention, whether patentable or not, shall be assigned to Honeycomb and if such invention, whether patentable or not, relates to graphene production, such invention shall be assigned to G3.

2. Compensation. The applicable provider of the Shared Services, as the case may be, shall be paid fees for the Shared Services as set forth on Exhibit A (“Fees”). Each Party agrees to collect and timely remit to the appropriate taxing authority any taxes due with respect to the services provided hereunder. Each Party shall, upon the prior written request of the other Party, provide such supporting documentation as the recipient may reasonably request with respect to the Shared Services and Fees therefore. Each Party shall invoice the other Party for the Shared Services on a monthly basis in advance, as set forth on Exhibit A. Each Party shall pay invoices for undisputed amounts within thirty (30) days after the date of receipt thereof. Amounts actually paid by one Party may be netted against amounts owed to such Party by the other Party. In the event of a dispute regarding any invoice, the disputing Party shall deliver a written statement to the other Party no later than ten (10) days prior to the date the payment is due on the invoice listing in reasonable detail all disputed items and any supporting information or documentation with respect thereto. Amounts not so disputed shall be deemed accepted and shall be paid on the date the payment is due on such invoice, notwithstanding disputes on other items. The Parties shall seek to resolve all such disputes expeditiously and in good faith.

3. Term. The term of this Agreement will begin on the Effective Date and end on the date that is the latest date that any Shared Services continue to be provided hereunder, unless earlier terminated pursuant to Section 4 (the “Term”). Sections 1(f), 2, 6 through 8, and 10 through 12 of this Agreement will survive the Term and any termination of this Agreement.

4. Right to Terminate. Notwithstanding Section 3, this Agreement may be terminated as follows: (a) either Party may terminate this Agreement upon immediate written notice if the other Party is in material breach or default with respect to any term or provision of this Agreement and fails to cure the same within thirty (30) days of receipt of notice of such breach or default; and (b) either Party may immediately terminate this Agreement upon (i) the filing of a petition by or against the other Party in any bankruptcy or other insolvency proceeding, or the seeking of any relief under any state or federal debtor relief laws, including the appointment of a liquidator or receiver for all or substantially all of such Party’s property, or (ii) the taking of any action for such Party’s winding up or dissolution.

5. Representations. Each Party represents, warrants and covenants to the other Party as follows:

(a) Authority; Enforceability. Such Party has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Agreement. This Agreement has been duly and validly executed and delivered by such Party and constitutes the valid and binding obligation of such Party, enforceable in accordance with its terms.

(b) Consents. No authorization, approval, consent or order of, or registration, declaration or filing with, any court, governmental body or agency or other public or private body, entity or person is required in connection with the approval, execution, delivery or performance by such Party to this Agreement.

6. Confidentiality.

(a) Each Party hereby agrees to, and shall cause its Affiliates, employees, and representatives to, treat and hold, as confidential and not disclose any non-public, confidential, or proprietary information concerning the other Party, including any customer information, notes, analyses, compilations, studies, forecasts, interpretations, or other documents or data that are derived from, contain, reflect, or are based upon any such information (the “Confidential Information”), refrain from using any of the Confidential Information, and deliver promptly to the disclosing Party, at the written request and option of the disclosing Party, all tangible embodiments (and all copies) of the Confidential Information which are in receiving Party’s possession or under the receiving Party’s control.

(b) Notwithstanding the foregoing, each Party hereby agrees to, and shall direct its Affiliates and employees to, implement policies and security measures to secure all of its Confidential Information in a manner to restrict access to such Confidential Information by the other Party. Such policies and security measures may include, without limitation, locking file cabinets and offices, requiring passwords to access computers and other technology, and prohibiting discussions involving Confidential Information in front of the other Party.

7. Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold the other Party harmless from and against any and all direct claims, liabilities, suits, causes of action, losses, and costs, including reasonable attorneys’ fees (and in no event from consequential, indirect, business loss, or similar non-direct damages) arising out of or resulting from the Indemnifying Party’s negligent performance of this Agreement or willful misconduct.

8. Relationship of the Parties. It is expressly understood and agreed that this Agreement shall not cause either Party to be classified or construed as an employee, agent, partner, joint venturer or representative of the other Party for any purpose whatsoever and that all Shared Services are provided by a Party as an independent contractor. Neither Party has the right or authority to enter into any contract, warranty, guarantee or other undertaking in the name or for the account of the other Party (or such other Party’s Affiliates), or to assume or create any obligation or liability of any kind, express or implied, on behalf of the other Party (or such other Party’s Affiliates), or to bind the other Party (or such other Party’s Affiliates) in any manner whatsoever, or to hold itself out as having any right, power or authority to create any such obligation or liability on behalf of or to otherwise bind the other Party (or such other Party’s Affiliates) in any manner whatsoever (except as to any actions taken by a Party at the express written request and direction of the other Party).

9. Force Majeure. A Party shall not be held responsible for any delay in performance of any obligations hereunder resulting in whole or in part from or made impossible or impracticable by any cause beyond the reasonable control of such Party, including, but not limited to, fire, explosion, strike (other than of a party’s own labor force), adverse weather conditions, embargo or any act of God or action of any governmental authority, pandemic, government mandated shut-down, any contingency or delay or failure or cause beyond such Party’s reasonable control; provided that such Party shall use commercially reasonable efforts to fulfill its obligations hereunder without delay, and that it promptly notifies the other Party of the delay and its estimate of commencement of performance. To the extent the Party experiencing the force majeure event cannot perform under this Agreement, the other Party will be released of its obligations hereunder during such period of non-performance.

10. Notices. All notices and communications under this Agreement shall be in writing and shall be addressed to the address of the receiving Party as provided at the beginning of this Agreement. Any notice or other communication that either Party is required by this Agreement to serve on the other Party shall be sufficiently served if sent to the other Party at its address as specified in this Agreement either (a) by hand; (b) by registered or first class mail, or (c) by electronic mail transmission with confirmed receipt, first class mail or recorded delivery within twenty-four (24) hours after transmission.

11. Entire Agreement; Binding Effect. This Agreement contains the entire agreement among the Parties regarding the Shared Services and shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties.

12. Miscellaneous.

(a) Assignment. Neither Party shall assign, mortgage, transfer, pledge, or otherwise encumber its interest in this Agreement, in whole or in part, without the other Party’s prior written consent.

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, excluding conflicts of law principles, except that all disputes concerning patents, including inventorship shall be governed by U.S. patent law.

(c) Severability. In the event that any section or part of this Agreement shall be found by a court of competent jurisdiction to be void or unenforceable, the remainder of this Agreement shall remain in full force and effect.

(d) Amendment. No amendment, addition to, alteration, modification or waiver of any part of this Agreement shall be of any effect, whether by course of dealing or otherwise, unless explicitly set forth in writing referencing this Agreement and the provision(s) to be amended, altered, modified or waived and executed by the Parties.

(e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be construed as an original, and all of which together shall be deemed one instrument. In order to facilitate the agreements contemplated by this Agreement, signatures transmitted by facsimile machine or signatures transmitted via e-mail in a “PDF” format may be used in place of original signatures on this Agreement. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent signed electronically and/or delivered by means of electronic mail or other means of electronic transmission shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

IN WITNESS WHEREOF, the parties have caused this Shared Services Agreement to be executed as of the date first written above.

G3:

Global Graphene Group, Inc.

By:
Its:
Name:

HONEYCOMB:

Honeycomb Battery Company

By:
Its:
Name:

EXHIBIT A

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of February 1, 2024, by and among Nubia Brand International Corp., a Delaware corporation (the “Company”), certain stockholders of Honeycomb Battery Company, an Ohio corporation (“HBC”), listed on the signature page hereto (the “HBC Investors”), and the Founder Holders (as defined below, and together with the HBC Investors and any person or entity

who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).

WHEREAS, the Company entered into that certain Merger Agreement (the “Merger Agreement”), by and among the Company, Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), and HBC, to effect the consummation of a business combination with HBC (the “Business Combination”);

WHEREAS, certain of the Investors (the “Sponsor Group”) and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton” and together with the Sponsor Group, the “Founder Holders”)) are party to that certain Registration Rights Agreement, dated March 10, 2022 (the “Prior Agreement”), pursuant to which the Company provided the Founder Holders with certain rights relating to the registration of the securities held by them; and

WHEREAS, as a condition of, and as a material inducement for HBC to enter into and consummate the transactions contemplated by the Merger Agreement, the parties desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of certain securities of the Company held by the Investors, and desire for this Agreement to supersede the Prior Agreement.

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

1. DEFINITIONS. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“Business Combination” is defined in the preamble to this Agreement.

“Commission” means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.

“Common Stock” means the common stock, par value $۰.۱۰۰۰ per share, of the Company.

“Company” is defined in the preamble to this Agreement.

“Demand Registration” is defined in Section 2.1.1.

“Demanding Holder” is defined in Section 2.1.1.

“EF Hutton” is defined in the preamble to this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Form S-3” is defined in Section 2.2.4.

“HBC Investors” is defined in the preamble to this Agreement.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Initial Securities” means those securities included in the definition of “Registrable Security” specified in the Prior Agreement.

“Investor” is defined in the preamble to this Agreement, and include any transferee of the Registrable Securities (so long as they remain Registrable Securities) of an Investor permitted under this Agreement and the Lock-Up Agreement.

“Investor Indemnified Party” is defined in Section 4.1.

“Lock-Up Agreement” shall mean (a) with respect to the Founder Holders and their respective Permitted Transferees, the lock-up provision under Section 5 of the support agreements entered into by and among the Founder Holders, the Company and HBC in connection with the Closing pursuant to which transfers of any shares of Common Stock converted into or received by Founder Holders as a result of the Business Combination are generally prohibited and (b) with respect to HBC Investors and their respective Permitted Transferees, the lock-up agreement to be entered into by and among the HBC Investors and the Company in connection with the Closing pursuant to which transfers of any shares of Common Stock received by the HBC Investors as a result of the Business Combination are generally prohibited.

“Maximum Number of Shares” is defined in Section 2.1.4.

“Merger Agreement” is defined in the preamble to this Agreement.

“Merger Sub” is defined in the preamble to this Agreement.

“Notices” is defined in Section 6.3.

“Piggy-Back Registration” is defined in Section 2.2.1.

“Prior Agreement” is defined in the preamble to this Agreement.

“Register,” “Registered” and “Registration” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means at any time (a) shares of Common Stock, whether held on the date hereof or acquired after the date hereof, held by the Founder Holders and (b) shares of Common Stock held by the HBC Investors, whether held on the date hereof or acquired after the date hereof. Registrable Securities also include any warrants, capital shares or other securities of the Company issued as a dividend, stock split or other distribution with respect to or in exchange for or in replacement of the foregoing securities or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; (d) such securities are freely saleable under Rule 144 without volume limitations; or

(e) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. Notwithstanding anything to the contrary contained herein, securities shall only be “Registrable Securities” under this Agreement if they are held by an Investor or a transferee of an Investor permitted under this Agreement and the Lock-Up Agreement.

“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Sponsor Group” is defined in the preamble to this Agreement.

“Underwriter” means, solely for the purposes of this Agreement, a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

REGISTRATION RIGHTS.

2.1

Demand Registration.

2.1.1 Request for Registration. Subject to this Section 2.1.1 and Section 2.2.4, at any time and from time to time after the Closing, either (i) HBC Investors holding a majority-in-interest of the Registrable Securities then issued and outstanding and (ii) Founder Holders holding a majority-in-interest of the Initial Securities that are Registrable Securities then issued and outstanding may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, the Company will notify all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the Investor of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of four (4) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. For the avoidance of doubt, each of (a) the holders of a majority-in-interest of the Registrable Securities held by the HBC Investors and (b) the Founder Holders are permitted to exercise two Demand Registrations pursuant to this Section 2.1.1 with respect to their respective Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, the Company shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant to this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by the Company if such Demand Registration would cause the Company to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.

2.1.2 Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.

2.1.3 Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration shall be conditioned upon such Demanding Holder’s participation in such underwriting and the inclusion of such Demanding Holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the Investors initiating the Demand Registration.

2.1.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering, in good faith, advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares” ), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata” )) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

2.1.5 Withdrawal. A Demanding Holder may withdraw all or any portion of their Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the Demand Registration Statement. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in Section 2.1. Notwithstanding any such withdrawal, each of the withdrawing Demanding Holders shall pay its pro rata share of all expenses incurred by the holders of Registrable Securities and the Issuer in connection with such Demand Registration as provided in Section 3.3.

2.2

Piggy-Back Registration.

2.2.1 Piggy-Back Rights. If at any time on or after the date the Company consummates the Business Combination the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” ). Subject to Section 2.2.2, the Company shall cause such Registrable Securities to be included in such registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form (including a market stand-off agreement if required by such underwriter or underwriters) with the Underwriter or Underwriters selected for such Piggy-Back Registration.

2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering, in good faith, advises the Company and the holders of Registrable Securities proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with the shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

a) If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;

b) If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.

2.2.3 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.

2.2.4 Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S- 3 or F-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requests. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

2.2.5 Restriction of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Investors shall not be entitled to request, and the Company shall not be obligated to effect, or to take any action to effect, any registration (including any Demand Registration but not including Piggy-Back Registration) pursuant to this Section 2 with respect to any Registrable Securities that are subject to the transfer restrictions under the Lock- Up Agreement.

REGISTRATION PROCEDURES.

3.1 Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1 Filing Registration Statement. The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by Chief Executive Officer or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in this provision more than once in any 365-day period in respect of a Demand Registration hereunder.

3.1.2 Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.

3.1.3 Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable Securities as defined by this Agreement.

3.1.4 Reporting Obligations. As long as any Investors shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act.

3.1.5 Other Obligations. In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through any broker-dealer transactions described in the plan of distribution set forth within the prospectus included in the Registration Statement, the Company shall, subject to the receipt of the any customary documentation reasonably required from the applicable Investors in connection therewith, (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred (or any similar restriction in book entry positions of such Investors) if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement with the Company to which such Investor is a party and (b) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under subclause (a). In addition, the Company shall cooperate reasonably with, and take such customary actions as may reasonably be requested by the Investors, in connection with the aforementioned sales or transfers. It being acknowledged by the Investors that the securities of the Company will not be eligible for resale pursuant to Rule 144 promulgated under the Securities Act, until, among other requirements, at least one year has elapsed from the time that the Company has filed current Form 10 information with the Commission reflecting its status as an entity that is not a shell company.

3.1.6. Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the Investors holding Registrable Securities included in such Registration Statement of such filing, and shall further notify such Investors promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such Investors or their legal counsel shall object.

3.1.7 State Securities Laws Compliance. The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

3.1.8 Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriter, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.

3.1.9 Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate in all reasonable respects in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.10 Records. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement; provided that the Company may require execution of a reasonable confidentiality agreement prior to sharing any such information.

3.1.11 Opinions and Comfort Letters. In the case of any underwritten offering or if reasonably requested by any participant in any other offering pursuant to a Registration Statement filed pursuant to this Agreement, the Company shall obtain opinions of counsel representing the Company for the purposes of a registration pursuant to this Agreement, addressed to the holders participating in such registration, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to such registration in respect of which such opinion is being given as such holders, placement agent, sales agent, if any, or the Underwriters, if any, may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a holders of a majority-in-interest of the Registrable Securities included in such registration. In the case of any underwritten offering or if reasonably requested by any participant in any other offering pursuant to a Registration Statement filed pursuant to this Agreement, the Company shall obtain a “cold comfort” letters from the Company’s independent registered public accountants in the event of an underwritten public offering pursuant to this Agreement, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a holders of a majority- in-interest of the Registrable Securities included in such registration. Upon request, the Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter.

3.1.12 Earnings Statement. The Company shall make available to its stockholders, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.13 Listing. The Company shall use its reasonable best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.

3.1.14. Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $15 million, the Company shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any underwritten offering pursuant to Section 2.1.3.

3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or in the case of a resale registration on Form S-3 pursuant to Section 2.2.4 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.2.4, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, only if the Underwriters require the selling security holders and/or the Company to bear the expenses of the Underwriter following good faith negotiations, all selling security holders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

3.4 Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with Federal and applicable state securities laws.

3.5 Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) EF Hutton may not exercise its rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years after the effective date of the registration statement relating to the Company’s initial public offering, respectively, and (ii) EF Hutton may not exercise its rights under Section 2.1 more than one time.

INDEMNIFICATION AND CONTRIBUTION.

4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party” ), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned). The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

4.2 Indemnification by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein (provided, however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned), and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.

4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party” ) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4

Contribution.

4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission n to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.

4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. Any contributions obligation of the Investors shall be several and not joint. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

RULE 144.

5.1 Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities, the Company shall deliver to such Holder a written certification of a duly authorized officer as to (A) whether the Company has filed (i) all reports and other materials required to be filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the Company was required to file such reports and materials), other than Current Reports on Form 8-K and (ii) current “Form 10 information” (within the meaning of Rule 144 under the Securities Act) with the Commission reflecting the Company’s status as an entity that is no longer an issuer described in paragraph (i)(1)(i) of Rule 144 under the Securities Act and (B) the first date that the Company filed “Form 10 information” (within the meaning of Rule 144 under the Securities Act) with the Commission.

MISCELLANEOUS.

6.1 Other Registration Rights. The Company represents and warrants that no person, other than the holders of the Registrable Securities, has any right to require the Company to register any of the Company’s share capital for sale or to include the Company’s share capital in any registration filed by the Company for the sale of share capital for its own account or for the account of any other person.

6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder which is permitted by the Lock-Up Agreement. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.

6.3 Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

To the Company:

Nubia Brand International Corp.

13355 Noel Rd, Suite 1100

Dallas, TX 75240

Attn: Jaymes Winters, Chief Executive Officer

To an Investor, to the address set forth below such Investor’s name on the signature pages hereto.

6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

6.6 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

6.7 Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding upon the Company unless executed in writing by the Company. No amendment, modification or termination of this Agreement shall be binding upon the holders of the Registrable Securities unless executed in writing by the holders of the majority Registrable Securities.

6.8 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

6.9 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

6.10 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.11 Governing Law. Section 11.7, Section 11.15, Section 11.16 of the Merger Agreement are incorporated by reference herein to apply mutatis mutandis with full force to any disputes arising under this Agreement.

6.12 FINRA. Notwithstanding the foregoing provisions, to the extent any Registrable Securities are owned by EF Hutton or any permitted transferee under FINRA Rule 5110(e)(2), such securities shall be subject to compliance with FINRA Rule 5110(g)(8), pursuant to which such Holders (i) may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Company’s initial public offering and (ii) may not exercise their demand rights on more than one occasion.

6.13. Termination of Merger Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the closing of the Business Combination. In the event that the Merger Agreement is validly terminated by, interpreted under, and construed in accordance with its terms prior to the closing of the Business Combination, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

	COMPANY:

	NUBIA BRAND INTERNATIONAL CORP.

	By:	/s/ Jaymes Winters
	Name:	Jaymes Winters
	Title:	CEO

	INVESTORS:

	Global Graphene Group, Inc.

	By:	/s/ Bor Z. Jang
	Name:	Dr. Bor Z. Jang
	Title:	Chief Executive Officer

[Signature page to Registration Rights Agreement]

	INVESTORS:

	Arbor Lake Capital Inc.

	By:	/s/ Hong Li
	Name:	Hong Li
	Title:	Director

[Signature page to Registration Rights Agreement]

Exhibit 10.5

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 2, 2024, by and among Global Graphene Group, Inc., a Delaware corporation (the “Holder”), Nubia Brand International Corp., a Delaware corporation (“Parent”), and Honeycomb Battery Company, an Ohio corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).

BACKGROUND

A. Parent, the Company and Nubia Merger Sub, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into a Merger Agreement, dated as of February 15, 2023 (the “Merger Agreement”).

B. The Merger Agreement provides, among other things, that Merger Sub will be merged with and into the Company (the “Merger”) with the Company becoming a wholly owned subsidiary of Parent and that each outstanding share of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”) will be converted into the right to receive that number of shares of the common stock, par value $0.0001 per share, of Parent (the “Parent Common Stock”) equal to the Closing Per Share Merger Consideration, subject to the provisions of the Merger Agreement.

C. The Holder is the record and/or beneficial owner of all of the shares of Company Common Stock that will be exchanged for shares of Parent Common Stock in the Merger.

D. As a condition of, and as a material inducement for Parent and the Company to enter into and consummate the transactions contemplated by the Merger Agreement, the Holder has agreed to execute and deliver this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Lock-Up.

(a) During the Lock-up Period (as defined below), the Holder irrevocably agrees that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of Parent (these actions, collectively, “Transfer”).

(b) In furtherance of the foregoing, Parent will (i) place a stop order on all Lock-up Shares, including those that may be covered by a registration statement, and (ii) notify Parent’s transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct Parent’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. Immediately upon expiration of the Lock-Up Period, Parent shall remove and reverse all such stop orders and transfer agent instructions promptly.

(c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

(d) For purpose of this Agreement, the “Lock-up Period” means the period commencing at the Effective Time and ending on the date that is six months after the date on which the Effective Time occurs.

The restrictions set forth herein shall not apply to:

(1) Transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended);

(2) Transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family or to a charitable organization;

(3) by virtue of the laws of descent and distribution upon death of the Holder;

(4) by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement;

(5) Transfers to a partnership, limited liability company or other entity of which the Holder and/or the Holder’s immediate family are the legal and beneficial owner of all of the outstanding equity securities or similar interests;

(6) in the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;

(7) the entry, by the Holder, at any time after the effective time of the Merger, of any trading plan providing for the sale of Parent Common Stock by the Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however, that such plan does not provide for, or permit, the sale of any Parent Common Stock during the Lock-up Period and no public announcement or filing is voluntarily made or required to be made regarding such plan during the Lock-up Period; and

(8) Transfers of no more than five percent (5%) of the total Lock-Up Shares in the aggregate taking into account all Transfers during the Lock-Up Period (provided that total Transfers during any period of five (5) consecutive Trading Days shall not exceed five percent (5%) of the daily average trading volume of Parent Shares over the immediately preceding five Trading Days; and

in the case of clauses (1) through (6) where such transferee agrees to be bound in writing by the terms of this Agreement.

In addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control , all Lock-up Shares shall be released from the restrictions contained herein. A “Change of Control” means: (a) the sale of all or substantially all of the consolidated assets of Parent and Parent’s Subsidiaries to a third-party purchaser; (b) a sale resulting in a majority or more of the voting power of Parent being held by Persons or a Group that did not own a majority of the voting power of Parent prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of Parent with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company.

2. Representations and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants to the others and to all third party beneficiaries of this Agreement that (a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been duly executed and delivered by such party and is a binding and enforceable obligation of such party, enforceable against such party in accordance with the terms of this Agreement, subject to the Enforceability Exceptions, and (c) the execution, delivery and performance of such party’s obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which such party is a party or to which the assets or securities of such party are bound.

3. Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), (i) any Company Common Stock or any Company Securities exercisable for, exchangeable for, or convertible into Company Common Stock, or any economic interest in or derivative of such securities, or (ii) any Parent Common Stock or any securities of Parent exercisable for, exchangeable for, or convertible into Parent Common Stock, or any economic interest in or derivative of such securities, other than those securities specified on the signature page hereto. For purposes of this Agreement, the shares of Parent Common Stock beneficially owned by the Holder as of the Effective Time are collectively referred to as the “Lock-up Shares.”

4. No Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.

5. Termination of the Merger Agreement. This Agreement shall be binding upon the parties in accordance with Section 8 hereof, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void, and the parties shall not have any rights or obligation hereunder.

6. Notices. Any notices required or permitted to be sent hereunder shall be given in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, (i) if delivered by 5:00 PM Eastern Time on a Business Day, on the date of delivery, and (ii) otherwise on the first Business Day after such delivery; (b) if by electronic mail or facsimile, on the date of transmission with affirmative confirmation of receipt; or (c) three Business Days after mailing by prepaid certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to the others in accordance with these notice provisions:

(a)

If to Parent, to:

Nubia Brand International Corp.

One Galleria Tower

13355 Noel Road Suite 1100

Dallas, TX 75240

Attn: Jaymes Winters

E-mail: jaymes@nubiabrand.us

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

Loeb & Loeb

345 Park Avenue, 19th Floor

New York, NY 10154

Attention: Mitchell S. Nussbaum, Esq.

E-mail: mnussbaum@loeb.com

(b)

If to the Holder, to the address set forth on the Holder’s signature page hereto, with a copy, which shall not constitute notice, to:

Global Graphene Group, Inc.

1240 McCook Ave.

Dayton, OH 45404

Attn: Dr. Bor Z. Jang

E-mail: [***]

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

Benesch Friedlander Coplan & Aronoff LLP

71 South Wacker Drive, Suite 1600

Chicago, IL60606 4637

Attn: William E. Doran; Leslie A. Drockton

E-mail: [***]

or to such other address as any party may have furnished to the others in writing in accordance herewith.

7. Captions and Headings. The captions and headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

8. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall together constitute one and the same agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties.

9. Successors and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, successors and assigns of the parties hereto. The Holder hereby acknowledges and agrees that this Agreement is entered into for the benefit of and is enforceable by Parent and its successors and assigns.

10. Severability. A determination by a court or other legal authority that any provision of this Agreement is invalid, illegal or unenforceable shall not affect the validity or enforceability of any other term or provision hereof. The parties shall cooperate in good faith to modify (or cause such court or other legal authority to modify) this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

11. Amendment. This Agreement may be amended or modified by written agreement executed by each of the parties hereto.

12. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

13. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

14. Governing Law. The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Delaware.

15. Controlling Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NUBIA BRAND INTERNATIONAL CORP.

By:	/s/ Jaymes Winters
	Name:	Jaymes Winters
	Title:	Chief Executive Officer

Honeycomb Battery Company

By:	/s/ Bor Jang
	Name:	Bor Z. Jang
	Title:	Chief Executive Officer

[Signature Page to Lock-up Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

GLOBAL GRAPHENE GROUP, INC.

By:	/s/ Bor Jang
	Name:	Bor Jang
	Title:	CEO

NUMBER OF LOCK-UP SHARES: 70,000,000

[Signature Page to Lock-up Agreement

Exhibit 10.12

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Dated as of [_], 2024

Principal Amount: Up to $[_]

New York, New York

Nubia Brand International Corp., a Delaware corporation (the “Maker”), promises to pay to the order of [_], or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to [_] ($[_]) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

Principal. The principal balance of this Note shall be due and payable by the Maker upon the closing of a Repayment/Conversion Trigger Event, as such term is defined below (the “Maturity Date”). The principal balance may be prepaid at any time prior to the Maturity Date without penalty upon written notice by the Maker to the Payee. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

(a)

Each of the following shall constitute a “Repayment/Conversion Trigger Event”:

(i)

the closing of a merger, consolidation or other business combination pursuant to which the Maker acquires an entity for its initial business combination (a “DeSPAC Transaction”); or

(ii)

subject to the terms below, the liquidation of the Maker on or before the 16 month anniversary of the Maker’s initial public offering (the “IPO”) (or up to the 21 month anniversary of the IPO if the Maker extends the period of time to consummate a business combination), or such later liquidation date as may be approved by Maker’s stockholders (a “Liquidation”), that occurs while the Note is outstanding or any time thereafter prior to the repayment of the Note.

Maker shall provide Payee at least ten (10) calendar days’ prior written notice of any Repayment/Conversion Trigger Event, and to the extent applicable, a copy of the material terms and conditions of the DeSPAC Transaction.

(b)

Form of Repayment. In the event of a Liquidation, all amounts due under this Note shall be repaid in cash. In the event of a DeSPAC Transaction, the Note may be repaid, at the Payee’s discretion, (i) in cash or (ii) in Conversion Shares (as defined below), pursuant to Section 15 herein. Absent reasonable prior written notice by Payee to convert into Conversion Shares pursuant to Section 15 herein, the Note shall become due and payable in cash at the closing of such DeSPAC Transaction.

2.	Interest. No interest shall accrue on the unpaid principal balance of this Note.

Drawdown Requests. Maker and Payee agree that Maker may request up to [_] ($[_]) for working capital purposes. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down and must not be an amount less than [_] ($[_]) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is [_] ($[_])Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, all payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, and then to the reduction of the unpaid principal balance of this Note.

Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

5.	Events of Default. The following shall constitute an event of default (“Event of Default”):

(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due (including, but not limited to, by way of the issuance of Conversion Shares in accordance with the terms of this Note) pursuant to this Note within five (5) business days of the date specified above.

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

6.	Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

Bonus Shares. Upon the closing of the DeSPAC Transaction, Maker shall issue up to [_] shares of Class A common stock (the “Bonus Shares”) to Payee for no consideration in proportion to the amount drawn down by Maker pursuant to Section 3 hereof. For the avoidance of doubt, as an example, if Maker draws down $[_] under this Note, the Payee will be issued [_] shares of Class A common stock at the closing of the DeSPAC transaction.

Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

10.

Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

11.

Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

12.

Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.

Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established for the benefit of the Maker’s stockholders in which the proceeds of the IPO (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement which occurred concurrently with the closing of the IPO were deposited, as described in greater detail in the final prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

14.

Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

15.

Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

16.

Conversion.

(a)

Notwithstanding anything contained in this Note to the contrary, upon receiving due notification by Maker of a DeSPAC Transaction, Payee may elect to convert the unpaid principal balance under this Note into a number of shares of Class A common stock of the Maker (the “Conversion Shares”) equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) the conversion price of Ten Dollars ($10.00), rounded up to the nearest whole number of Conversion Shares. The Conversion Shares and their underlying securities, and any other equity security. The Conversion Shares issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 17 hereof.

(b)

Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Shares, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, and simultaneous with the surrender of the Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee, or such other persons, are known herein as the “Holder” or “Holders”) the Conversion Shares, which shall bear such legends as are required in the opinion of legal counsel to Maker (or by any other agreement between Maker and Payee) and applicable state and federal securities laws, rules and regulations.

(c)

The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Shares upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion.

17.

Registration Rights. The Holders shall be entitled to registration rights with respect to the Conversion Shares and the Bonus Shares and will enter into a registration rights agreement with the post-DeSPAC company upon closing of the DeSPAC Transaction. For the avoidance of doubt, Class A Shares are entitled to registration rights and will be immediately sellable in the marketplace after the registration statement covering the resale of such Conversion Shares is declared effective by the SEC, in the manner set forth in such registration statement.

18.

Supersedes Previous Agreements. This Agreement constitutes the entire understanding between the Maker and the Payee and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

	NUBIA BRAND INTERNATIONAL CORP.

	By:
	Name:	Jaymes Winters
	Title:	Chief Executive Officer

	By:
	[Name]

Exhibit 99.1

Combined Carved-Out

Financial Statements

The Battery Group

of Global Graphene

Group, Inc.

For the Quarterly Period Ended

September 30, 2023

CONTENTS

		Page

Report of Independent Registered Public Accounting Firm		3

Combined Carved-Out Financial Statements:

Balance Sheets		6

Statements of Operations		7

Statements of Parent’s Net Equity		8

Statements of Cash Flows		9

Notes to Combined Carved-Out Financial Statements		10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of

Global Graphene Group, Inc.

Dayton, Ohio

Results of Review of Interim Financial Information

We have reviewed the accompanying combined carved-out balance sheet of the Battery Group of Global Graphene Group, Inc. (the Company) as of September 30, 2023, the related combined carved-out statements of operations and parent’s net equity for the three and nine month periods ended September 30, 2023 and 2022, the combined carved-out statements of cash flows for the nine month periods ended September 30, 2023 and 2022 and the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim combined carved-out financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the combined carved-out balance sheets of the Company as of December 31, 2022 and 2021, and the related combined carved-out statements of operations, parent’s net equity and cash flows for the years then ended (not presented herein); and in our report dated February 28, 2023, we expressed an unqualified opinion on those financial statements. In our report we indicated there was substantial doubt that the Company would continue as going concern. In our opinion, the information set forth in the accompanying combined carved-out balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the combined carved-out balance sheet from which it has been derived.

Continuation as a Going Concern

The accompanying interim financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the Summary of Significant Accounting Policies note to the financial statements, the Company has experienced recurring losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in the notes to the financial statements. The interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

To the Shareholders

Global Graphene Group, Inc.

Page 2

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We have served as the Company’s auditor since 2022.

Columbus, Ohio

December 28, 2023

[This page left intentionally blank]

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Combined Carved-Out Balance Sheets

	(Unaudited) Sept. 30, 2023			December 31, 2022
ASSETS
Current Assets
Cash	$	1,951		$	621,575
Accounts receivable		1,112			1,037
Other receivable		187,500			-
Receivable from Parent		-			1,070,000
Inventory		22,731			22,731
Prepaid expenses and other current assets		44,423			32,723
Total current assets		257,716			1,748,066

Property and Equipment, at cost
Land improvements		60,137			60,137
Building and leasehold improvements		3,623,242			3,623,242
Machinery and equipment		2,014,706			2,124,763
		5,698,084			5,808,141
Less: accumulated depreciation		(3,316,639	)		(3,177,683	)
Total property and equipment, net		2,381,445			2,630,458

Other Assets
Patents, net of amortization		1,265,056			1,332,197

TOTAL ASSETS	$	3,904,217		$	5,710,721

LIABILITIES AND PARENT’S NET EQUITY
Current Liabilities
Accounts payable	$	1,653		$	920
Accrued expenses		67,625			112,225
Payable to Parent		187,500			-
Total current liabilities		256,778			113,145

Long-Term Liabilities		-			-
Total liabilities		256,778			113,145

Parent’s Net Equity
Parent’s net equity		3,647,439			5,597,576
Total Parent’s Net Equity		3,647,439			5,597,576
TOTAL LIABILITIES AND PARENT’S NET EQUITY	$	3,904,217		$	5,710,721

The accompanying notes are an integral part of the financial statements.

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Combined Carved-Out Statements of Operations
(Unaudited)

	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
	2023			2022			2023			2022
Net Sales	$	1,315		$	6,016		$	1,615		$	16,636
Cost of Goods Sold		-			155			-			166
Gross Profit (Loss)		1,315			5,861			1,615			16,470
Operating Expenses
Wages, benefits and payroll taxes		718,342			620,214			2,194,305			1,825,326
Rent		12,058			10,091			36,285			30,522
Professional fees		247,680			86,378			672,606			261,599
Repairs & maintenance		9,978			33,761			38,607			119,822
Utilities		25,996			32,909			79,012			89,273
Supplies		46,664			56,025			167,571			238,965
Travel		2,447			810			9,790			8,930
Dues & subscriptions		-			-			2,100			52
Depreciation & amortization		274,503			144,841			456,681			472,940
Other		34,674			30,083			44,451			85,309
Total operating expenses		1,372,343			1,015,112			3,701,408			3,132,737
Operating Loss		(1,371,028	)		(1,009,251	)		(3,699,793	)		(3,116,266	)
Other Income (Expense)
Other income (expense)		1,091			1,248			1,757			808
Total other income (expense)		1,091			1,248			1,757			808

Net Loss before Income Taxes		(1,369,936	)		(1,008,003	)		(3,698,036	)		(3,115,458	)
Benefit (Provision) for Income Taxes		-			-			-			-
Net Loss	$	(1,369,936	)	$	(1,008,003	)	$	(3,698,036	)	$	(3,115,458	)

The accompanying notes are an integral part of the financial statements.

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Combined Carved-Out Statements of Parent’s Equity
(Unaudited)

	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
	2023			2022			2023			2022
Parent’s Net Equity, Beginning of Period	$	3,865,588		$	6,414,257		$	5,597,576		$	6,687,209
Net loss		(1,369,936	)		(1,008,003	)		(3,698,036	)		(3,115,458	)
Contributions and net transfers with Parent and other Affiliates		1,151,788			(1,429,427	)		1,747,899			405,077
Parent’s Net Equity, End of Period	$	3,647,439		$	3,976,827		$	3,647,439		$	3,976,827

The accompanying notes are an integral part of the financial statements.

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Combined Carved-Out Statements of Cash Flows

(Unaudited)

	Nine Months Ended Sept. 30,
	2023			2022
Cash Flows from Operating Activities:
Net loss	$	(3,698,036	)	$	(3,115,458	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		456,681			472,940
Changes in operating assets and liabilities:
Accounts receivable		(75	)		(955	)
Other receivable		187,500
Prepaid expenses and other current assets		(11,700	)		1,167
Accounts payable		735			306
Accrued expenses		(44,600	)		85,514
Total adjustments		588,541			558,972
Net cash used in operating activities		(3,109,494	)		(2,556,486	)

Cash Flows from Investing Activities:
Purchases of property and equipment		-			(13,882	)
Capitalized patent costs		(172,925	)		(160,476	)
Net cash used in investing activities		(172,925	)		(174,358	)

Cash Flows from Financing Activities:
Contributions, net transfers and net changes in due to and from Parent and other affiliates		2,662,796			2,725,413
Net cash provided by financing activities		2,662,796			2,725,413

Net (decrease) increase in cash		(619,623	)		(5,431	)

Cash - Beginning of Period		621,575			8,679
Cash - End of Period	$	1,951		$	3,248

The accompanying notes are an integral part of the financial statements.

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Notes to Combined Carved-Out Financial Statements
(Unaudited)

Nature and Scope of Business

Global Graphene Group, Inc. (“G3” or “Parent”), registered in Delaware and headquartered in Dayton, Ohio, was formed in February 2016 as a holding company for the various interests in graphene and battery related companies. G3 is engaged in research and development activities related to the production and application of graphene and graphene-enabled technologies, including but not limited to battery and electric conductivity applications, thermal management, corrosion control, rubber composites and others. The core business of G3 is batteries. The Battery Group is essentially an advanced materials and battery technology enterprise, focused on the development and commercialization of next-generation EV battery technologies. As of September 2023, the Parent holds over 520 patents and patent applications related to batteries and battery components, which are being transferred to the Battery Group of G3. The Parent also holds over 250 patents and patent applications related to the production and application of graphene and non-battery graphene-related technologies. The domestic operations of the Parent in Dayton, Ohio, are primarily focused on research and product development activities. G3 also engages in the marketing and sale of graphene through its operating subsidiaries in Taiwan and China.

The accompanying unaudited interim combined carved-out financial statements show the historical combined carve-out financial position, results of operations, changes in parent’s net equity and cash flows of the Battery Group operations of G3 (collectively referred to as the “Company”). These combined carved-out financial statements have been derived from the accounting records of G3 to include the assets, liabilities, revenues and expenses of two subsidiaries included in the Battery Group; Angstron Energy Company, Inc. (“AEC”) and Honeycomb Battery Company LLC. (“HBC”), assets to be contributed by the Parent or other affiliates to the Company on a post spin-out transaction basis, and select and certain allocated assets, liabilities and expenses of the Parent. These unaudited interim combined carved-out financial statements do not necessarily reflect what the results of operations, financial position, or cash flows would have been had the Company been a separate entity nor are they indicative of future results of the Company.

In 2022, the Parent began to explore a transaction whereby the Company would merge with a publicly listed Special Purpose Acquisition Company (SPAC). On February 16, 2023, a Merger Agreement (the “Merger Agreement”) was entered into by and among HBC, Nubia Brand International Corp. (“Nubia Brand”), and Nubia Merger Sub, Inc. (“Merger Sub”) and wholly-owned subsidiary of Nubia Brand, pursuant to which Merger Sub will merge with and into HBC (the “Merger”) with HBC as the surviving corporation of the Merger and becoming a wholly-owned subsidiary of Nubia Brand. In connection with the Merger, Nubia Brand will change its name to “Honeycomb Battery Company” or such other name designated by HBC by notice to the Nubia Brand.

At a special meeting of Nubia Brand stockholders held on December 14, 2023, Nubia Brand’s stockholders approved the proposed business combination with HBC. In addition, in a special meeting on December 15, 2023, Nubia Brand stockholders approved an amendment to the certificate of incorporation that changed the date by which Nubia Brand must consummate an initial business combination to March 15, 2024.

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Notes to Combined Carved-Out Financial Statements
(Unaudited)

Nature and Scope of Business (continued)

The Merger is expected to be accounted for as a reverse recapitalization with HBC as the accounting acquirer. These combined carved-out financial statements of the Battery Group have been prepared to represent the financial statements of the contemplated accounting acquirer, HBC.

The combined carve-out operating results of the Company have been specifically identified based on the Company’s existing subsidiary structure. The majority of the assets and liabilities of the Company have been identified based on the existing subsidiary structure. The historical costs and expenses reflected in the combined carved-out financial statements include an allocation for certain corporate and shared service functions. Management believes the assumptions underlying the combined carved-out financial statements are reasonable. Nevertheless, the combined carved-out financial statements may not include all of the actual expenses that would have been incurred had the Company operated on a standalone basis during the periods presented and may not reflect the results of operations, financial position and cash flows had the Company operated on a standalone basis during the periods presented. Actual costs that would have been incurred if the Company had operated on a standalone basis would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. The Company may incur additional costs associated with being a standalone, publicly listed company that were not included in the expense allocations and, therefore, would result in additional costs that are not reflected in the historical results of operations, financial position and cash flows.

Summary of Significant Accounting Policies

Going Concern

The Company has experienced recurring net losses and has generated minimal sales from inception. As part of the G3 group of companies, the Company is dependent upon Parent and affiliates for all of its working capital and financing requirements as Parent uses a centralized approach to cash management and financing of its operations. Financial transactions relating to the Company are accounted for in these financial statements through the Net Parent’s Equity account. Accordingly, none of Parent’s cash or debt at the corporate level have been assigned to the Company in these financial statements. Net Parent’s equity represents Parent’s interest in the recorded net assets of the Company. All significant transactions between the Company, Parent and affiliates have been included in the accompanying financial statements. Transactions with Parent and affiliates are reflected in the accompanying Statements of Parent’s Net Equity as “Contributions and net transfers with Parent and other affiliates” and in the accompanying combined carved-out balance sheets within “Net Parent’s Equity”. The statements of operations of the Company includes revenues and expenses that are specifically identifiable to the Company plus allocated corporate overhead or other shared costs based on methodologies that management deems appropriate for the nature of the cost. All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying financial statements.

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Notes to Combined Carved-Out Financial Statements
(Unaudited)

Summary of Significant Accounting Policies (continued)

Going Concern (continued)

The Company’s ability to continue as a going concern depends on generating cash from operations, and the potential of obtaining additional debt or equity financing; however, there can be no assurance the Company will be successful in these efforts. This concern can be addressed by a business growth plan that includes commercialization of next-gen batteries, which can benefit from access to public capital markets. As disclosed in the Nature and Scope of Business note, a merger agreement was entered into on February 16, 2023 as a step towards the goal of achieving such growth and commercialization.

Use of Estimates

The preparation of combined carved-out financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. The Company’s significant estimates consist of impairment of long-lived assets.

Cash and Cash Equivalents

Cash consist of cash, checking accounts, money market accounts and temporary investments with maturities of three months or less when purchased. As of September 30, 2023 and December 31, 2022, the Company had no cash equivalents. Intercompany transactions between the Company, the Parent and affiliates are considered to be effectively settled in the combined carved-out financial statements at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the combined statements of cash flows within financing activities and in the combined carved-out balance sheets within Parent’s Net Equity.

Accounts Receivable, net and Allowance for Credit Losses

Accounts receivables are stated at the amount the Company expects to collect. The Company recognizes an allowance for credit losses to ensure accounts receivables are not overstated due to un-collectability. Bad debt reserves are maintained as warranted for various customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings, or deterioration in such customer’s operating results or financial position. If circumstances related to a customer change, estimates of the recoverability of receivables would be further adjusted. As of September 30, 2023 and December 31, 2022, the Company determined that no allowance was required.

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Notes to Combined Carved-Out Financial Statements
(Unaudited)

Summary of Significant Accounting Policies (continued)

Other Receivable

The other receivable of $187,500 as of September 30, 2023 is from Nubia Brand for cash advances made by Parent (on behalf of the Battery Group) to Nubia Brand in connection with requirements of Nubia Brand to fund additional amounts into the trust for extensions of time in closing a business combination. Pursuant to the Merger Agreement, the Battery Group was responsible for funding 50% of this additional trust funding requirement.

Receivable from and Payable to Parent

The receivable from Parent of $1,070,000 as of December 31, 2022 represents an allocation of cash funds from a subsidiary not included in the Battery Group. The Parent contributed the funds to the Battery Group in 2023.

The $187,500 payable to Parent as of September 30, 2023 is for reimbursement of the cash advances Parent made to Nubia Brand as described in the Other Receivable note.

Inventory

Inventories are stated at the lower of first-in, first-out cost or net realizable value. The Company writes-down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The Company provides reserves for obsolete inventories when the Company deems the value to be impaired. As of September 30, 2023 and December 31, 2022, the Company determined that no reserve was required.

Property and Equipment, net

Property and equipment are recorded at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. The Company assesses the carrying value of its property and equipment for impairment each year. Based on its assessments, the Company did not incur any impairment charges for the three and nine months ended September 30, 2023 and 2022.

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Notes to Combined Carved-Out Financial Statements
(Unaudited)

Summary of Significant Accounting Policies (continued)

Property and Equipment, net (continued)

The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Building		40 years
Leasehold improvements		15 years
Machinery & equipment		5 years

Depreciation expense of property and equipment was approximately $217,000 and $445,000 for the nine months ended September 30, 2023 and 2022, respectively; and approximately $60,000 and $145,000 for the three months ended September 30, 2023 and 2022, respectively.

Patents

The Company capitalizes external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents. The Company’s intangible assets consist of capitalized costs for unissued patents and issued patents that are owned by an affiliate and have been included in these financial statements on the basis that the Parent will contribute these assets to the Company in connection with the proposed SPAC transaction. Issued patents are carried at cost less accumulated amortization. Successful patent efforts are amortized over the life of the patent, and unsuccessful efforts are expensed. The issued patents are being amortized over a useful life of 20 years. Amortization of the patent costs commences upon patent issuance.

Net unissued and issued patents were approximately $739,000 and $526,000 as of September 30, 2023, respectively; and $978,000 and $354,000 as of December 31, 2022, respectively. The Company assesses the carrying value of its intangible assets for impairment each year. Based on its assessments, the Company did not incur any impairment charges for the three and nine months ended September 30, 2023 and 2022.

Translation of Foreign Currencies

The functional currency of HBC’s Taiwan subsidiary is the New Taiwan. In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 830, Foreign Currency Matters, the financial statements of the Company’s HBC Taiwan are translated to U.S. dollars using the exchange rates at the balance sheet dates for assets and liabilities, the historical exchange rate for stockholders’ equity accounts and a weighted average exchange rate for revenue, expenses and gains or losses. Foreign currency translation adjustments are accumulated in a separate component of stockholders’ deficit until the foreign business is sold or substantially liquidated. Foreign currency translation adjustments for the periods presented in these financial statements were not material.

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Notes to Combined Carved-Out Financial Statements
(Unaudited)

Summary of Significant Accounting Policies (continued)

Revenue Recognition

Revenue is recognized when a performance obligation has been satisfied by transferring control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products. Revenues are recognized at a point in time when control transfers to customers, which is generally determined when title, ownership and risk of loss pass to the customer.

Research and Development

All research and development costs are expensed as incurred. Substantially all costs incurred for the three and nine months ended September 30, 2023 and 2022 were related to research and development activities.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective.

Income tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. Due to cumulative losses, a full valuation allowance has been recognized in the balance sheets as of September 30, 2023 and December 31, 2022 and no benefit for the net losses has been recognized in the statements of operations for the three and nine months ended September 30, 2023 and 2022.

New Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which enhances transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The guidance includes a new definition of a lease, which are classified as either a finance lease or operating lease. Only short-term leases are not recognized on the balance sheet. Other changes include certain aspects of lessee accounting, lessor accounting, leveraged leases, sale and leaseback transactions and required disclosures. Topic 842 was effective for the Company effective January 1, 2022. The Company has only three operating leases with the remaining lease obligation totaling approximately $14,000 as of September 30, 2023 and $36,000 as of December 31, 2022. Because the effect of Topic 842 would not be material to the Company’s financial statements, the Company has not adopted this new standard in 2022 and year-to-date September 30, 2023.

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Notes to Combined Carved-Out Financial Statements
(Unaudited)

Summary of Significant Accounting Policies (continued)

New Accounting Pronouncements (continued)

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts receivable and held-to-maturity marketable securities, by replacing today’s “incurred loss” approach with an “expected loss” model under which allowances will be recognized based on expected rather than incurred losses. ASU No. 2016-13 became effective for the Company effective January 1, 2023. The adoption of ASU No. 2016-13 had no material impact on the Company’s financial statements.

Patents

Issued patents are recognized on the balance sheets net of accumulated amortization of approximately $518,000 and $278,000 as of September 30, 2023 and December 31, 2022, respectively. Amortization expense for the patents included in these financial statements was approximately $215,000 and $12,000 for the three months ended September 30, 2023 and 2022, respectively and $240,000 and $28,000 for the nine months ended September 30, 2023 and 2022, respectively. Amortization expense for the quarter ended September 30, 2023 includes approximately $180,000 related to correct an error related to prior years. Future amortization expense for the patents over the next five years is anticipated to be approximately $90,000 per year.

Operating Leases

Rent expense for the three months ended September 30, 2023 and 2022 was approximately $12,000 and $10,000, respectively and $36,000 and $30,000 for the nine months ended September 30, 2023 and 2022, respectively.

Future minimum rental payments under non-cancelable operating leases for legal entities included in the Battery Group are as follows as of September 30, 2023:

2023	$	7,156
2024		4,168
2025		1,500
2026		1,375
Total	$	14,200

BATTERY GROUP OF
GLOBAL GRAPHENE GROUP, INC.
Notes to Combined Carved-Out Financial Statements
(Unaudited)

Foreign Operations

The foreign subsidiary of the Company represented approximately $26,000 and $13,000 of total assets, and $24,000 and $33,000 of total liabilities as of September 30, 2023 and December 31, 2022, respectively. There were no revenues recognized by the foreign subsidiary for the three and nine months ended September 30, 2023 and 2022. Total expenses incurred by the foreign subsidiary were approximately $96,000 and $85,000 for the three months ended September 30, 2023 and 2022, respectively and $258,000 and $215,000 for the nine months ended September 30, 2023 and 2022, respectively.

Commitments and Contingencies

The Internal Revenue Service has placed a federal tax lien on all the property and rights to property belonging to Global Graphene Group, Inc. which would include the assets included in these combined carved-out financial statements of the Company. The lien relates to unpaid federal income taxes for 2017. Inclusive of interest, the balance owed is approximately $1,740,000 as of December 2023.

Subsequent Events – Date of Management Evaluation

Management has evaluated subsequent events through December 28, 2023, the date on which the financial statements were available to be issued.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in the proxy statement filed with the SEC on November 8, 2023. Unless the context otherwise requires, all references in this section to the “Combined Company” refer to Nubia and its wholly owned subsidiaries after giving effect to the Transactions.

Introduction

The following unaudited pro forma condensed combined financial statements of Nubia present the combination of the historical financial information of Nubia and HBC adjusted to give effect for the Merger between Nubia and HBC. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of September 30, 2023, combines the historical balance sheet of Nubia and the historical balance sheet of HBC, on a pro forma basis as if the Business Combination had been consummated on September 30, 2023.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023, combines the historical statements of operations of Nubia and HBC for such period on a pro forma basis as if the Business Combination had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022, combines the historical statements of operations of Nubia and HBC for such period on a pro forma basis as if the Business Combination had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

●

the accompanying notes to the unaudited pro forma condensed combined financial statements;

●

the historical unaudited financial statements of Nubia as of and for the nine months ended September 30, 2023 and the related notes thereto, included elsewhere in this proxy statement;

●

the historical unaudited financial statements of HBC as of and for the nine months ended September 30, 2023 and the related notes thereto, included elsewhere in this proxy statement;

●

the historical audited financial statements of Nubia as of and for the year ended December 31, 2022 and the related notes thereto, included elsewhere in this proxy statement;

●

the historical audited financial statements of HBC as of and for the year ended December 31, 2022 and the related notes thereto, included elsewhere in this proxy statement; and

●

the sections entitled “Nubia’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Honeycomb’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information relating to Nubia and HBC included elsewhere in this Form 8-K, including the Merger Agreement.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what New HBC’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated.

Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of New HBC. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The parties believe that the assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Description of transaction

Merger

Nubia has entered into the Merger Agreement with HBC and certain other entities. The purchase price is $700,000,000, minus $2,000,000 (plus any additional interest or penalties) for the G3 Tax Lien if the G3 Tax Lien is not released prior to Closing, subject to certain adjustments, including a share based contingent earn out of $225,000,000, which will be paid in Nubia stock at a value of $10.00 per share.

The per-share valuation of $10.00 utilized in the Merger Agreement was set solely for the purposes of determining how many shares to issue in the Business Combination and does not reflect the actual price that the shares may be valued at following the Business Combination.

The unaudited pro forma condensed combined information contained herein assumes that Nubia stockholders approve the Business Combination. Pursuant to the Existing Charter, public stockholders are being offered the opportunity to redeem, upon the Closing, Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account (as of two business days prior to the Closing). Pursuant to the Existing Charter, all holders of Public Shares may vote in favor of the Business Combination and still exercise their redemption rights.

The Merger between Nubia and HBC is expected to be accounted for as a reverse recapitalization with HBC as the accounting acquirer.

Forward Purchase Agreement

On December 13, 2023, NUBI entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller” or “Forward Purchase Investors”) (the “Forward Purchase Agreement”). For purposes of the Forward Purchase Agreement, NUBI is referred to as the “Counterparty” prior to the consummation of the Business Combination, while Solidion Technology, Inc. (“Pubco”) is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.

Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement, purchase up to 9.9% of the total Class A ordinary shares, par value $0.0001 per share, of NUBI (“NUBI Shares”) outstanding following the closing of the Business Combination, as calculated by Seller (the “Purchased Amount”), less the number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”). Seller will not be required to purchase an amount of NUBI Shares such that, following such purchase, that Seller’s ownership would exceed 9.9% of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.

The Forward Purchase Agreement provides that Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (a) the sum of (i) the Number of Shares as set forth in a Pricing Date Notice, plus (ii) number of Recycled Shares multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b) of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, and as amended from time to time (the “Certificate of Incorporation”), less (b) the Prepayment Shortfall.

Seller has agreed to waive any redemption rights with respect to any Recycled Shares in connection with the Business Combination, as well as any redemption rights under NUBI’s Certificate of Incorporation that would require redemption by NUBI of the NUBI Shares. Such waiver may reduce the number of NUBI Shares redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934.

Non-Redemption Agreement

On December 13, 2023, NUBI entered into a non-redemption agreement (the “Non-Redemption Agreement”) with certain investors named therein (each, a “Backstop Investor”), each acting on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by each such Backstop Investor or its affiliates. Pursuant to each Non-Redemption Agreement, each Backstop Investor agreed that, on or prior to Closing, it will beneficially own not greater than the lesser of (i) that number of Backstop Shares set forth in the Non-Redemption Agreement and (ii) the total number of NUBI Shares beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of NUBI Shares would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Securities Exchange Act of 1934 not exceeding 9.99% of the total number of issued and outstanding NUBI Shares, and shall not elect to redeem or otherwise tender or submit for redemption any of such Backstop Shares in connection with the special meeting of NUBI stockholders to be held for the purpose of approving the Business Combination (the “Special Meeting”); provided, however, that in the event Backstop Investor has previously elected to redeem, tender or submit any Backstop Shares for redemption, Backstop Investor shall rescind or reverse such redemption request prior to Closing and NUBI shall accept such request(s) promptly once submitted by Backstop Investor.

Upon consummation of the business combination, NUBI shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Shares a payment in respect of Backstop Shares in cash released from the Trust Account in an amount equal to the product of (x) the number of Backstop Shares and (y) the Redemption Price, less $4.00.

Pro Forma Information
NUBIA AND HBC
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF
SEPTEMBER 30, 2023
(in thousands)

	HBC		Nubia			Pro Forma				Pro Forma
	(Historical)		(Historical)			Adjustments				Combined
ASSETS
Current assets:
Cash and cash equivalents	$	2	$	2			42,994		A	$	456
							(4,323	)	B
							(5,011	)	C
							(17,834	)	H
							(13,938	)	E
							(2,194	)	J
							(80	)	J
							(150	)	N
							988		O
Accounts receivable		1		-							1
Receivable from Parent		188		-			(188	)	L		-
Inventory		23		-							23
Prepaid expenses and other current assets		44		110							154
Total current assets		258		112			264				634

Non-current assets:
Cash and marketable securities held in Trust Account		-		42,494			(42,994	)	A		-
							250		O
							250		P
Patents, net		1,265		-							1,265
Forward purchase agreement		-		-			26,400		J		26,400
Property and equipment, net		2,381		-							2,381
Total non-current assets		3,646		42,494			(16,094	)			30,046
TOTAL ASSETS		3,904		42,606			(15,830	)			30,680

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable and accrued expenses		69		1,258			102		C		1,429
Income taxes payable		-		9							9
Excise taxes payable		-		890							890
Advances from Related Party		-		75			(75	)	K		-
Due to Related Party		-					452		N		452
Advances from Target		-		188			(188	)	L		-
Payable to Parent		188		-			(188	)	N		-
Promissory Note		-					2,200		M		2,200
Convertible notes payable		-		565			(565	)	K		-
							1,238		O
							(1,238	)	K
Convertible note payable - sponsor		-		1,297			(1,297	)	K		-
Total current liabilities		257		4,282			441				4,980

Non-current liabilities:
Deferred underwriting fee payable		-		4,323			(4,323	)	B		-
Total non-current liabilities		-		4,323			(4,323	)			-
Total liabilities		257		8,605			(3,882	)			4,980

COMMITMENTS AND CONTINGENCIES

Temporary equity:
Common stock subject to possible redemption		-		42,452			(42,994	)	D		-
							542		P
Stockholders’ equity (deficit):
Class A common stock		-		-			7		I		7
Class B common stock		-		-							-
Additional paid-in capital		3,647		-			42,994		D		87,424
							(8,451	)	G
							66,100		F
							(7	)	I
							(17,834	)	H
							3,175		K
							(2,200	)	M
Accumulated deficit		-		(8,451	)		8,451		G		(61,731	)
							(66,100	)	F
							(292	)	P
							(414	)	N
							(5,113	)	C
							24,126		J
							(13,938	)	E
Total shareholders’ equity (deficit)		3,647		(8,451	)		30,504				25,700
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT	$	3,904	$	42,606		$	(15,830	)		$	30,680

NUBIA AND HBC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023
(in thousands, except per share data)

	HBC (Historical)			Nubia (Historical)			Pro Forma Adjustments				Pro Forma Combined
Revenues	$	2		$	-		$	-			$	2
Cost of revenue		-			-			-				-
Gross profit		2			-			-				2

Operating costs and expenses:
Research and development		2,314			-			-				2,314
Selling, general and administrative expenses		1,387			2,095			-				3,482
Total operating costs and expenses		3,701			2,095			-				5,796
Income (Loss) from operations		(3,699	)		(2,095	)		-				(5,794	)

Other income (expense):
Interest earned on investments held in Trust account		-			3,351			(3,351	)	AA
Interest income		-			8			-				8
Other income (expense)		2			-			-				2
Total other income (expense)		2			3,359			(3,351	)			10
Net income (loss) before income tax provision		(3,697	)		1,264			(3,351	)			(5,784	)
Income tax provision					(682	)		682		BB		-
Net income (loss)	$	(3,697	)	$	582		$	(2,669	)		$	(5,784	)

	HBC (Historical)			Nubia (Historical)		Pro Forma Combined

Weighted average shares outstanding - Common stock		1,000			-		81,858,138
Basic and diluted net income per share - Common stock		(3,697	)		-		(0.07	)
Weighted average shares outstanding - Class A and Class B common stock subject to redemption		-			9,014,903
Basic and diluted net income per share - Class A and Class B common stock subject to redemption		-			0.05
Weighted average shares outstanding - Class A and Class B non-redeemable common stock		-			3,211,000		-
Basic and diluted net income per share - Class A and Class B non-redeemable common stock		-			0.05		-

AA	Elimination of interest income in the trust.
BB	Elimination of taxes related to interest income in the trust.

NUBIA AND HBC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2022
(in thousands, except per share data)

	HBC			Nubia			Pro Forma				Pro Forma
	(Historical)			(Historical)			Adjustments				Combined
Revenues	$	19		$	-		$	-			$	19
Cost of revenue		3			-			-				3
Gross profit		16			-			-				16

Operating costs and expenses:
Research and development		2,923			-			-				2,923
Selling, general and administrative expenses		1,040			904			5,011		BB		6,955
Total operating costs and expenses		3,963			904			5,011				9,878
Income (Loss) from operations		(3,947	)		(904	)		(5,011	)			(9,862	)

Other income (expense):
Interest income		-			1,813			(1,813	)	AA		-
Change in fair value of derivative liability		-			19			-				19
Settlement of Non-Redemption Agreement		-			-			(13,938	)	CC		(13,938	)
FPA counterparty compensation		-			-			(2,194	)	DD		(2,194	)
Other income (expense)		(1	)		6							5
Total other income (expense)		(1	)		1,838			(17,945	)			(16,108	)
Net income (loss) before income tax provision		(3,948	)		934			(22,956	)			(25,970	)
Income tax provision					(340	)						(340	)
Net income (loss)	$	(3,948	)	$	594		$	(22,956	)		$	(26,310	)

	HBC			Nubia		Pro Forma
	(Historical)			(Historical)		Combined

Weighted average shares outstanding - Common stock		1,000			-		81.858,138
Basic and diluted net income per share - Common stock		(3,948.00	)		-		(0.32	)
Weighted average shares outstanding - Class A and Class B common stock subject to redemption					9,846,164
Basic and diluted net income per share - Class A and Class B common stock subject to redemption		-			0.05
Weighted average shares outstanding - Class A and Class B non-redeemable common stock		-			3,117,537		-
Basic and diluted net income per share - Class A and Class B non-redeemable common stock		-			0.05		-

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 — Description of the Transaction

Merger

Nubia has entered into the Merger Agreement with HBC and certain other entities. The purchase price is $700,000,000, minus $2,000,000 (plus any additional interest or penalties) for the G3 Tax Lien filed against G3 if the G3 Tax Lien is not released prior to Closing, subject to certain adjustments, including a share based contingent earn out of $225,000,000, which will be paid in Nubia stock at a value of $10.00 per share.

Forward Purchase Agreement

Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement, purchase up to 9.9% of the total Class A ordinary shares, par value $0.0001 per share, of NUBI (“NUBI Shares”) outstanding following the closing of the Business Combination, as calculated by Seller (the “Purchased Amount”), less the number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”). Seller will not be required to purchase an amount of NUBI Shares such that, following such purchase, that Seller’s ownership would exceed 9.9% of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.

The Forward Purchase Agreement provides that Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (a) the sum of (i) the Number of Shares as set forth in a Pricing Date Notice, plus (ii) number of Recycled Shares multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b) of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, and as amended from time to time (the “Certificate of Incorporation”), less (b) the Prepayment Shortfall.

Non-Redemption Agreement

Note 2 — Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The historical financial information of Nubia and HBC include transaction accounting adjustments to illustrate the estimated effect of the Business Combination and certain other adjustments to provide relevant information necessary for an understanding of New HBC upon consummation of the Business Combination described herein.

The Merger between Nubia and HBC is expected to be accounted for as a reverse recapitalization with HBC as the accounting acquirer.

The unaudited pro forma condensed combined financial information does not reflect the income tax effects of the transaction accounting adjustments as any change in the deferred tax balance would be offset by an increase in the valuation allowance given the companies’ incurred losses during the historical period presented.

Up to 22,500,000 Earnout Shares are issuable during the four-year period after the Closing Date to G3 upon satisfaction of certain stock price performance conditions and other terms of the Merger Agreement. As the business combination will be accounted for as a reverse recapitalization, the issuance of the Earnout Shares to G3 is anticipated to be accounted for as an equity transaction. Since the Earnout Shares are payable to G3, which will be the accounting acquirer in the business combination, the accounting for the Earnout Shares arrangement does not fall under FASB ASC Topic 805, “Business Combinations.”

The accounting for the Earnout Shares was first evaluated under FASB ASC Topic 718, “Compensation-Stock Compensation,” to determine if the arrangement represents a share-based payment arrangement. As part of our preliminary analysis, it was determined that the Earnout Shares do not represent share-based payment arrangements. The accounting for the Earnout Shares was also evaluated under FASB ASC Topic 480, “Distinguishing Liabilities from Equity,” to determine if the arrangement should be classified as a liability. As part of that preliminary analysis, it was determined that the Earnout Shares did not meet the criteria to be accounted for as a liability. Additionally, the Earnout Shares were evaluated under FASB ASC Topic 815, “Derivatives.” As part of that preliminary analysis, it was determined that the Earnout Shares met the definition of a derivative; however, they meet the scope exception criteria as they were clearly and closely related to the entity’s own stock, and met the criteria for equity treatment. We specifically considered the control of control provision in assessing the scope exception for an entity’s own stock. The Merger Agreement provides that the Company will issue to the Honeycomb shareholders aggregate consideration of 70,000,000 shares of the Combined Company’s common stock at the effective time of the Merger Agreement, plus up to an additional 22,500,000 shares of the Combined Company’s common stock (the “Earnout Shares”) upon the occurrence of the achievement of certain volume weighted average prices (“VWAP”) of its common stock. Further, upon a change of control of the Combined Company the Earnout Shares are due Honeycomb shareholders but subject to (and only to the extent that) the valuation of the Combined Company’s common stock implied by such change of control transaction meeting the VWAP. In evaluating the change of control provision under step two, the Company determined that the change of control provision includes a stock price element and that the manner in which the change in control price is determined and VWAP are both reasonable means in which to measure the fair value of the Company’s stock as the change of control price is based on the implied value of the change of control transaction and as such the change of control provision is considered indexed to the Company’s own stock. The Combined Company’s common stock valuation price per share in a change of control transaction will be calculated by dividing the transaction price by the number of outstanding shares of the Combined Company that includes the Earnout Shares issuable at such time in accordance with terms of the Merger Agreement (as amended). The unaudited pro forma condensed combined financial information reflects an adjustment to accumulated deficit and additional paid in capital for the estimated fair value of the Earnout Shares.

Note 3 — Transaction Accounting Adjustments to the Nubia and HBC Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2023

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2023, are as follows:

(A)

Reflects the reclassification of $43.0 million of cash and cash equivalents held in the Trust Account at the balance sheet date that becomes available to fund expenses in connection with the Business Combination or future cash needs of the Company.

(B)

Reflects the payment of $4.3 million of deferred underwriters’ fees. The fees were paid at the Closing out of the trust account.

(C)

Reflects the payment of approximately $5.0 million incurred in connection with the Business Combination.

(D)

Reflects the reclassification of approximately $43.0 million of common stock subject to possible redemption to permanent equity and conversion of 3.2 million Class B common stock shares to Class A common stock related to the Sponsor and Representative Shares to the underwriter.

(E)

Reflects payment under the Non Redemption Agreement (see Note 1).

(F)

Reflects the fair value ($66 million) of merger earn out consideration of 22.5 million shares based on Company’s stock market price subject to term limits.

The Company utilized a Monte Carlo simulation analysis to determine the fair value of the earnout. In a Monte Carlo simulation, a computer is used to generate random price movements, which are constrained by the expected volatility of the underlying security. The Company considered dilution into the valuation of the earnout based on the number of additional shares to be received by the Honeycomb shareholders and the expected capitalization table upon closing.

The accounting for the Earnout Shares was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment arrangement. Because there are no service conditions nor any requirement of the participants to provide goods or services, the Company determined that the Earnout Shares are not within the scope of ASC 718.

Next, the Company determined that the Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC 480 and ASC 815-40. Based upon the analysis, the Company concluded that the Earnout Shares should not be classified as a liability under ASC 480.

The Company next considered the equity classification conditions in ASC 815-40-25 and concluded that all of them were met. Therefore, the Earnout Share arrangement is appropriately classified in equity. We specifically considered the control of control provision in assessing the scope exception for an entity’s own stock. The Merger Agreement provides that the Company will issue to the Honeycomb shareholders aggregate consideration of 70,000,000 shares of the Combined Company’s common stock at the effective time of the Merger Agreement, plus up to an additional 22,500,000 shares of the Combined Company’s common stock (the “Earnout Shares”) upon the occurrence of the achievement of certain volume weighted average prices (“VWAP”) of its common stock. Further, upon a change of control of the Combined Company the Earnout Shares are due Honeycomb shareholders but subject to (and only to the extent that) the valuation of the Combined Company’s common stock implied by such change of control transaction meeting the VWAP. In evaluating the change of control provision under step two, the Company determined that the change of control provision includes a stock price element and that the manner in which the change in control price is determined and VWAP are both reasonable means in which to measure the fair value of the Company’s stock as the change of control price is based on the implied value of the change of control transaction and as such the change of control provision is considered indexed to the Company’s own stock. The Combined Company’s common stock valuation price per share in a change of control transaction will be calculated by dividing the transaction price by the number of outstanding shares of the Combined Company that includes the Earnout Shares issuable at such time in accordance with terms of the Merger Agreement (as amended).

As the merger is expected to be accounted for as a reverse recapitalization, the fair value of the Earnout Share arrangement will be accounted for as an equity transaction as of the closing date of the merger. As such, this adjustment to accumulated deficit and additional paid in capital is for the estimated fair value of the Earnout Shares.

The accounting and fair value are subject to further analysis.

(G)

Reflects the reclassification of Nubia’s historical accumulated deficit.

(H)

Reflects the maximum redemption of approximately 1.6 million shares of common stock for approximately $17.8 million

(I)

Represents the issuance of 70.0 million shares of the company’s Class A common stock to HBC equity holders as consideration for the reverse recapitalization.

(J)

Represents the estimated fair value of the Forward Purchase Agreement (see Note 1) for 5.8 million shares. Meteora received $80,241 in funds from the Trust account, whereby they acquired 7,352 Recycled Shares from Public Shareholders. Meteora also received 200,000 shares of Class A Common Stock as Share Consideration.

The accounting and fair value are subject to further analysis.

(K)

Settlement of notes through issuance of Class A common shares.

(L)

Reflects the offset of certain receivables and payables with the same counterparty.

(N)

Reflect payment and adjustment to related party balance

(O)

Represents drawings under SPAC’s convertible notes prior to the Closing for the purposes of extension contribution into trust account and payment of transaction expenses.

(P)

Represents accretion to the liability for the redeemable common stock of NUBI subsequent to September 30, 2023.

Note 4 — Transaction Accounting Adjustments to the Nubia and HBC Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended September 30, 2023

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023 are as follows:

(AA)

Reflects the elimination of interest income in the Trust Account

Note 5 — Transaction Accounting Adjustments to the Nubia and HBC Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2022

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 are as follows:

(AA)

Reflects the elimination of interest income in the Trust Account

(BB)

Reflects transaction costs.

(CC)

Reflects the expense related to the settlement of the non-redemption agreement

(DD)

Reflects the FPA counterparty compensation

Exhibit 99.3

HONEYCOMB’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of Honeycomb’s financial condition and results of operations should be read in conjunction with the Battery Group of Global Graphene Group, Inc. Combined Carved-Out unaudited interim financial statements for the nine months ended September 30, 2023 and 2022 and Combined Carved-Out historical audited annual financial statements for the years ended December 31, 2022 and 2021, and, in each case, the related notes. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Honeycomb’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Please see “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in other parts of this proxy statement.

Except where the context otherwise requires or where otherwise indicated, references in this section to the terms “Honeycomb,” “we,” “us,” “our,” “our Company” and “our business” refer, prior to the Restructuring (as defined below), to the battery group of Global Graphene Group, Inc. (“G3”) together with its consolidated subsidiaries, and after the Restructuring, to the Combined Company (as defined below) together with its consolidated subsidiaries.

G3 converted Honeycomb into an independently operated company in connection with the closing of the business combination with Nubia Brand International Corp. (“Nubia”)) on February 2, 2024, pursuant to the Merger Agreement, dated as of February 16, 2023, as amended by Amendment No. 1 thereto, dated August 25, 2023, by and among Nubia, Honeycomb Battery Company (“HBC”) and Nubia Merger Sub, Inc. (“Merger Sub”), as the same has been amended, modified, supplemented or waived from time to time (the “Merger Agreement”). This process (referred to herein as the “Restructuring”) involved (i) the transfer from G3 to HBC of all real property, personal property and equipment, contracts and agreements of G3 related to the Battery Business (this included all battery-related patents and patent applications held by G3, of which there are in excess of 520; (ii) execution by G3 and HBC of the Supply and License Agreement, under which G3 will sell to and supply from time to time HBC certain graphene and graphite products and G3 will provide to HBC a non-exclusive license to certain G3 patents, technology and know-how relating to graphene production to make and have made graphene materials for HBC’s own needs; (iii) assignment of all G3 employees fully dedicated to the Battery Business; and (iv) execution by G3 and HBC of the Shared Services Agreement, pursuant to which, among other things, G3 will continue to provide Honeycomb with certain operational and other support services, including assigning certain employees to work for Honeycomb to provide support to Honeycomb’s operations and sending its employees to Honeycomb on a short-term basis to provide support, and sharing the use of certain equipment, administrative office space, production space, laboratory space and loading space.

Forward Looking Statements

All statements other than statements of historical facts contained in this report, including statements regarding future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “expect,” “objective,” “plan,” “potential,” “seek,” “grow,” “target,” “if,” and similar expressions intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations, objectives, and financial needs.

Overview

HBC is a wholly-owned subsidiary of G3, which was formed in February 2016 as a holding company for various graphene and battery-related companies. G3 is engaged in research and development activities related to the production and application of graphene and graphene-enabled technologies, including but not limited to battery and electric conductivity applications, thermal management, corrosion control, rubber composites and others. The core business of G3 is the HBC battery business. In connection with the business combination contemplated under the Merger Agreement, G3 has, or will, contribute all the assets held by G3 with respect to the battery business to HBC. Honeycomb is essentially an advanced materials and battery technology enterprise, focused on the development and commercialization of next-generation battery technologies. As of September 2023, G3 held over 520 patents and patent applications related to batteries and battery components, which have been or will be transferred to HBC as part of the Restructuring. G3 has converted Honeycomb into an independently operated company as a part of the Restructuring.

The Business Combination

On February 16, 2023, Nubia entered into the Merger Agreement, by and among Nubia, HBC, and Merger Sub, which, among other things, provides for the merger of Merger Sub with and into HBC, with HBC surviving such merger as a wholly owned subsidiary of Nubia (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”). Following the consummation of the Transactions on February 2, 2024, Nubia changed its name to Solidion Technology, Inc. The new public entity following the consummation of the Transactions is referred to herein as the “Combined Company.” The business combination is anticipated to be accounted for as a reverse recapitalization. HBC will be deemed the accounting predecessor and the combined entity will be the successor SEC registrant, meaning that Honeycomb’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. Under this method of accounting, Nubia will be treated as the acquired company for financial statement reporting purposes. See our disclosure entitled “Unaudited Pro Forma Condensed Combined Financial Information for a discussion of significant changes in the Combined Company’s future reported financial position and results.

As a result of the business combination, the Combined Company will become the successor to an SEC-registered and Nasdaq-listed company, which will require the Combined Company to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. In addition, following the business combination, we expect that our research and development and other expenses will continue to increase as we expand our product offerings and market our products. See “— Liquidity and Capital Resources.”

Basis of Presentation

We currently conduct our battery business through one operating segment. Historically-speaking, as a research and development company with minimal commercial operations, our activities to date have been limited and were conducted primarily in the United States, although we do have one office in Taiwan that is dedicated to research and development. Our historical results are reported under U.S. GAAP and in U.S. dollars. The combined carved-out financial statements have been derived from the accounting records of G3 to include the assets, liabilities, revenues and expenses of the battery business, which includes two subsidiaries, HBC and Angstron Energy Company, Inc. (“AEC”), assets of G3 to be contributed to HBC by G3 and select and certain allocated expenses of G3 in connection with our restructuring.

Key Factors Affecting Our Performance

We have historically been a research and development company. We believe that our future performance and success depends on several factors that present significant opportunities for us but also pose significant risks and challenges, including those separately discussed in our “Risk Factors” disclosure.

In addition to meeting our continued development and marketing goals, future growth and demand for our products is highly dependent upon market acceptance of our products.

As a development-stage company, HBC has not yet generated significant revenues through production of our products. The revenue we have generated to date has primarily come from evaluation-quantity product sales.

Achieving commercialization of our next generation EV battery technologies will require us to make significant capital expenditures to scale our production capacity of battery component parts. The capacity and timing of our future manufacturing requirements, and related capital expenditures, remain uncertain and will depend on a variety of factors including research and development timeline, availability of equipment, installation and funding.

The COVID-19 pandemic affected our operations through the loss of personnel which resulted in the delay of our research and development and the commercialization of our products.

Components of Our Results of Operations

We have been a research and development stage company and our historical results may not be indicative of our future results for reasons that may be difficult to anticipate. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or projected results of operations.

Net Sales

We have historically generated minimal revenues from evaluation-quantity product sales.

Cost of Goods Sold

Cost of goods sold consists primarily of materials, direct labor, and related overhead costs.

Operating Expenses

Our significant operating expenses include (i) salaries, benefits and payroll taxes and other related personnel costs, (ii) rent and utilities; (iii) professional fees, which include primarily legal fees and accounting, (iv) repairs and maintenance with respect to our equipment, (v) supplies, and (vi) depreciation and amortization.

Results of Operations

Comparison of the Nine Months Ended September 30, 2022 and 2023

	Nine Months Ended September 30,						Change
	2022			2023			($)			(%)
Net Sales	$	16,636		$	1,615			(15,021	)		(90	)%
Cost of goods sold		166			—			(166	)		(100	)%
Gross profit (loss)		16,470			1,615			(14,855	)		(90	)%
Operating expenses:
Wages, benefits and payroll taxes		1,825,326			2,194,305			368,979			20	%
Rent		30,522			36,285			5,763			19	%
Professional Fees		261,599			672,606			411,007			157	%
Repairs and Maintenance		119,822			38,607			(81,215	)		(68	)%
Utilities		89,273			79,012			(10,261	)		(11	)%
Supplies		238,965			167,571			(71,394	)		(30	)%
Travel		8,930			9,790			(860	)		(10	)%
Dues and Subscriptions		52			2,100			2,048			NM
Depreciation and amortization		472,940			456,681			(16,259	)		(3	)%
Other		85,309			44,451			(40,858	)		(48	)%
Total operating expenses		3,132,738			3,701,408			568,670			18	%
Operating Loss		(3,116,268	)		(3,699,793	)		(583,525	)		18	%
Other income (expense)
Total other income (expense)		(810	)		1,757			2,567			(317	)%
Net Loss before income taxes		(3,115,458	)		(3,698,036	)		(582,578	)		19	%
Benefit (provision) for income taxes		—			—			—			NM
Net loss	$	(3,115,458	)	$	(3,698,036	)		(582,578	)		19	%

NM = not meaningful

Net Sales

Net sales decreased by approximately $15,021, or approximately 90% during the nine months ended September 30, 2023 compared to the same period in 2022. We are a research and development stage company who has not yet begun the commercialization of its products and sales of its products are on an isolated basis.

Cost of Goods Sold

We did not incur any cost of goods sold for the nine months ended September 30, 2023, as cost of goods sold decreased by $10, or 100% compared to the same period in 2022. We are a research and development stage company who has not yet begun the commercialization of its products and sales of its products are on an isolated basis.

Operating Expenses

Our operating expenses increased by approximately $568,670 or approximately 18% for the nine months ended September 30, 2023 compared to the same period in 2022. The increase was primarily attributable to increases in professional fees related to preparation for the business combination and wages, benefits and payroll taxes as vacant positions were filled following the COVID-19 pandemic. The increase was partially offset by reduced costs for depreciation and amortization and repairs and maintenance.

Comparison of the Year Ended December 31, 2021 and 2022

	Year Ended December 31,						Change
	2021			2022			($)			(%)
Net Sales	$	10,396		$	19,036			8,640			83	%
Cost of goods sold		20,863			2,934			(17,929	)		(86	)%
Gross profit (loss)		(10,467	)		16,102			26,569			(254	)%
Operating expenses:
Wages, benefits and payroll taxes		2,093,139			2,528,120			434,981			21	%
Marketing & advertising		921			1,079			158			17	%
Rent		38,856			35,937			(2,919	)		(8	)%
Professional Fees		234,873			204,157			(30,716	)		(13	)%
Repairs and Maintenance		153,585			132,970			(20,615	)		(13	)%
Utilities		93,487			115,726			22,239			24	%
Supplies		181,992			261,273			79,281			44	%
Travel		17,405			16,473			(932	)		(5	)%
Dues and Subscriptions		2,253			115			(2,138	)		(95	)%

Depreciation and amortization		657,182			606,911			(50,271	)		(8	)%
Other		355			59,376			59,021			NM
Total operating expenses		3,474,046			3,962,136			488,090			14	%
Operating Loss		(3,484,513	)		(3,946,035	)		(461,522	)		(13	)%
Other income (expense)
Interest income		2			—			(2	)		NM
Other income		12,595			—			(12,595	)		NM
Other Expense		2,804			1,178			(1,626	)		(58	)%
Total other income (expense)		9,793			(1,178	)		(10,971	)		(112	)%
Net Loss before income taxes		(3,474,720	)		(3,947,213	)		(472,493	)		(14	)%
Benefit (provision) for income taxes		—			—			—
Net loss	$	(3,474,720	)	$	(3,947,213	)		(472,493	)		(14	)%

NM = not meaningful

Net Sales

Net sales increased by approximately $8,640, or approximately 83% for the year ended December 31, 2022 compared to the same period in 2021. We are a research and development stage company who has not yet begun the commercialization of its products and sales of its products are on an isolated basis.

Cost of Goods Sold

Cost of goods sold decreased by approximately $17,929, or approximately 86%, for the year ended December 31, 2022, compared to the same period in 2021. The decrease was primarily due to reduced donations of products and materials to universities and other research institutions during this period.

Operating Expenses

Our operating expenses increased by approximately $488,090, or approximately 14% for the year ended December 31, 2022 compared to the same period in 2021. The increase was primarily attributable to increases in wages, benefits and payroll taxes as vacant positions were filled following the COVID-19 pandemic. The increase was also due to increased costs of our research and development supplies and repairs and maintenance, and was partially offset by reduced costs for depreciation and amortization and professional fees.

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations and other commitments. As of the date of this proxy statement, we have yet to generate sustaining revenue from our business operations and have funded capital expenditure and working capital requirements through equity and debt financing and, to a lesser extent, government grants. Our ability to successfully develop our products, commence commercial operations and expand our business will depend on many factors, including our working capital needs, the availability of equity or debt financing and, over time, our ability to generate cash flows from operations.

In addition, as discussed in the Summary of Significant Accounting Policies note to the Battery Group of Global Graphene Group, Inc. Combined Carved-Out audited financial statements contained elsewhere in this proxy statement, we have experienced recurring losses from operations and negative cash flows from operations that raise substantial doubt about our ability to continue as a going concern. In their report for the year ended December 31, 2022, our auditors have expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on generating cash from operations, and the potential of obtaining additional debt or equity financing; however, there can be no assurance we will be successful in these efforts. This concern can be addressed by a business growth plan that includes commercialization of next-generation batteries, which can benefit from access to public capital markets.

We expect our capital expenditures and working capital requirements to increase materially in the near future, as we accelerate our research and development efforts and scale up production operations. Specifically, we expect to deploy a significant amount of capital in acquiring equipment to support the commercialization process of our products. We intend to equip one or more facilities in early 2025 to enable us to produce our next-generation of EV battery technologies in commercial quantities. This will require us to invest significant capital for the equipment installation phase as well as to operate and maintain the facilities going forward. Additionally, increased production of our EV battery technologies will require a significant amount of cash to purchase or manufacture the component materials. As we approach commercialization, we expect our operating expenses will increase substantially on account of increased headcount and other general and administrative expenses necessary to support a rapidly growing company. We believe that our cash on hand following the closing under the Merger Agreement will be sufficient to meet our working capital and capital expenditure requirements through at least March 31, 2024, as we work towards commercialization. We may, however, need additional cash if there are material changes to our business conditions or other developments, including unexpected delays in negotiations with suppliers, supply chain challenges, equipment and contractor availability, competitive pressures, and/or regulatory developments. To the extent that our resources are insufficient to satisfy our cash requirements, we may need to seek commercial equipment lease agreements, additional debt or equity financing. The Combined Company agreed to use commercially reasonable best efforts to raise up to $70 million in equity financing within 30 days of the closing of the Merger in order to meet the two years working capital/overhead requirement of $20 million ($10 million annually) as well as the initial capital equipment outlay of $50 million of the Combined Company. If the financing is not available or if the company is unsuccessful in securing subsidies through the Inflation Reduction Act of 2022, or if the terms of financing are less desirable than we expect, we may be forced to take actions to reduce our capital or operating expenditures, including by eliminating redundancies, or reducing or delaying our production facility expansion, which may adversely affect our business, operating results, financial condition and prospects.

Cash flows

Comparison of the Nine Months Ended September 30, 2023 and 2022

	Nine Months Ended September 30,
	2022			2023
Net cash used in operating activities	$	(2,556,486	)	$	(3,109,495	)
Net cash used in investing activities		(174,358	)		(172,925	)
Net cash provided by financing activities		2,725,413			2,662,796

Comparison of the Year Ended December 31, 2021 and 2022

	Year Ended December 31,
	2021			2022
Net cash used in operating activities	$	(2,830,073	)	$	(2,178,991	)
Net cash used in investing activities		(261,501	)		(235,694	)
Net cash provided by financing activities		3,057,263			3,044,939

Our cash flows used in operating activities to date have been primarily comprised of costs related to research and development. We expect our expenses related to personnel, research and development, sales and marketing, and finance and administrative activities to increase as we prepare for being a public company following the Closing.

Our cash flows used in investing activities have been comprised primarily of capitalized patent costs.

We have financed our operations primarily through distributions and net transfers received from our Parent and other affiliates.

Off-Balance Sheet Arrangements

The Internal Revenue Service has placed a federal tax lien on all the property and rights to property belonging to our Parent, which would include our assets. The lien relates to unpaid federal income taxes for 2017. Inclusive of interest, the balance owed is approximately $1,740,000 as of December 2023. Since the federal tax lien was not released prior to the closing of the business combination, 200,000 holdback shares of the Combined Company (the “Holdback Shares”) were not issued at the closing of the business combination. Upon the release of the tax lien with no further liability to G3, the Combined Company or any of their respective assets, the Holdback Shares, less any Holdback Shares that are forfeited to satisfy G3’s indemnification obligations to the Combined Company, shall be issued to the shareholders of HBC prior to the closing of the business combination.

Critical Accounting Policies

Honeycomb’s combined carved-out financial statements are prepared in accordance with GAAP. The preparation of these combined carved-out financial statements requires Honeycomb to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Honeycomb evaluates its estimates and assumptions on an ongoing basis. Estimates are based on historical experience and various other assumptions that Honeycomb believes to be reasonable under the circumstances. Actual results could differ from these estimates.

Honeycomb’s critical accounting policies are those that materially affect its financial statements and involve difficult, subjective, or complex judgments by management. A thorough understanding of these critical accounting policies is essential when reviewing Honeycomb’s financial statements. Honeycomb believes that the critical accounting policies listed below involve the most difficult management decisions because they require the use of significant estimates and assumptions as described above.

The combined carved-out operating results of G3 have been specifically identified based on G3’s subsidiary structure prior to the restructuring. The historical costs and expenses reflected in the financial statements include an allocation for certain corporate and shared service functions. Management believes the assumptions underlying the combined carved-out financial statements are reasonable. Nevertheless, the combined carved-out financial statements may not include all of the actual expenses that would have been incurred had Honeycomb operated on a standalone basis during the periods presented and may not reflect the results of operations, financial position and cash flows had Honeycomb operated on a standalone basis during the periods presented. Actual costs that would have been incurred if Honeycomb had operated on a standalone basis would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. Honeycomb may incur additional costs associated with being a standalone, publicly listed company that were not included in the expense allocations and, therefore, would result in additional costs that are not reflected in the historical results of operations, financial position and cash flows.

Honeycomb has experienced recurring net losses and has generated minimal sales from inception. Prior to the Restructuring, as part of the G3 group of companies, Honeycomb is dependent upon G3 and affiliates for all of its working capital and financing requirements as G3 uses a centralized approach to cash management and financing of its operations. Financial transactions relating to Honeycomb are accounted for in our financial statements through the net G3’s equity account. Accordingly, none of G3’s cash or debt at the corporate level have been assigned to Honeycomb in the financial results. Net G3’s equity represents G3’s interest in the recorded net assets of Honeycomb. All significant transactions between Honeycomb, G3 and affiliates have been included in the financial results. Transactions with G3 and affiliates are reflected in the financial results of G3’s net equity as “Distributions and net transfers with G3 and other affiliates” and in “Net G3’s Equity.” The statements of operations of Honeycomb includes revenues and expenses that are specifically identifiable to Honeycomb plus allocated corporate overhead or other shared costs based on methodologies that management deems appropriate for the nature of the cost. All significant intercompany accounts and transactions between the businesses comprising Honeycomb have been eliminated in the financial statements. G3’s net equity as of September 30, 2023 was $3,647,439 and as of December 31, 2022 was $5,597,576 as compared to $6,687,209 as of December 31, 2021.

Property and equipment are recorded at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. Accumulated amortization includes impairment charges recognized prior to 2020. Honeycomb assesses the carrying value of its property and equipment for impairment each year. Based on its assessments, Honeycomb did not incur any impairment charges for the nine months ended September 30, 2023 and for the years ended December 31, 2022 and 2021.

Honeycomb depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Building		40 years
Leasehold improvements		15 years
Machinery & equipment		5 years

Depreciation expense of property and equipment was approximately $217,000 and $445,000 for the nine months ended September 30, 2023 and 2022, respectively, and $557,000 and $616,000 for the years ended December 31, 2022 and 2021, respectively.

Patents are carried at cost less accumulated amortization which is inclusive of impairment charges recognized prior to 2020. Successful patent efforts are amortized over the life of the patent, and unsuccessful efforts are expensed. The approved patents are being amortized over a useful life of 20 years. Amortization of the patent costs commences upon patent issuance. The Company assesses the carrying value of its intangible assets for impairment each year. Based on its assessments, the Company did not incur any impairment charges for the nine months ended September 30, 2023 and for the years ended December 31, 2022 and 2021.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to a variety of market and other risks including credit risks and foreign currency translation and transaction risks as well as risks relating to the availability of funding sources, and specific asset risks.

The functional currency of our Taiwan operations is the New Taiwan Dollar (NTD). In accordance with FASB ASC Topic 830, Foreign Currency Matters, the financial statements of Honeycomb’s Taiwan operations are translated to U.S. dollars using the exchange rates at the balance sheet dates for assets and liabilities, the historical exchange rate for stockholders’ equity accounts and a weighted average exchange rate for revenue, expenses and gains or losses. Foreign currency translation adjustments are accumulated in a separate component of stockholders’ deficit until the foreign business is sold or substantially liquidated. The foreign currency translation adjustments as of and for the nine months ended September 30, 2023, as well as the years ended December 31, 2021 and 2022, were not material.

Emerging Growth Company Status

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Section 107 of the JOBS Act provides that any decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. We have elected to use this extended transition period under the JOBS Act.

Recent Accounting Pronouncements

See Notes to the Battery Group of Global Graphene Group, Inc. Combined Carved-Out interim unaudited financial statements and Notes to the Battery Group of Global Graphene Group, Inc. Combined Carved-Out audited financial statements contained elsewhere in this proxy statement for additional information regarding recent accounting pronouncements.

Exhibit 99.4

Solidion Technology, Inc.

2023 Long-Term Incentive Plan

Adopted by the Board of Directors: December 2023

Approved by the Stockholders: December 2023

Ratified by the Board of Directors: February 2024

Table of Contents

1.	General.	1
2.	Shares Subject to the Plan.	1
3.	Eligibility and Limitations.	1
4.	Options and Stock Appreciation Rights.	2
5.	Awards Other Than Options and Stock Appreciation Rights.	4
6.	Adjustments upon Changes in Common Stock; Other Corporate Events.	6
7.	Administration.	7
8.	Tax Withholding	9
9.	Miscellaneous.	10
10.	Covenants of the Company.	12
11.	Severability.	12
12.	Termination of the Plan.	12
13.	Definitions.	12

General.

(a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

(b) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.

(c) Adoption Date; Effective Date. The Plan will come into existence on the Adoption Date, but no Award may be granted prior to the Effective Date.

Shares Subject to the Plan.

(a) Share Reserve. Subject to any adjustments as necessary to implement any Capitalization Adjustments and the provisions of 2(b), the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed an amount equal to 9,500,000 shares of Common Stock.

(b) Share Reserve Operation.

(i) Automatic Share Reserve Increase. Subject to any adjustments as necessary to implement any Capitalization Adjustments, the number of shares of Common Stock available for issuance under the Plan will be increased on the first day of each fiscal year beginning with the 2024 fiscal year, in an amount equal to the least of (i) 9,500,000 shares of Common Stock, (2) a number of shares of Common Stock equal to five percent (5%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (3) such number of shares of Common Stock determined by the Plan administrator no later than the last day of the immediately preceding fiscal year.

(ii) Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of the Award having been issued; and (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock).

(iii) Reversion of Previously Issued Shares of Common Stock to Share Reserve. Any shares of Common Stock previously issued pursuant to an Award that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares of Common Stock and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan..

Eligibility and Limitations.

(a) Eligible Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive Awards.

(b) Specific Award Limitations.

(i) Limitations on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the Code).

(ii) Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).

(iii) Limitations on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an Incentive Stock Option unless (i) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant of such Option and (ii) the Option is not exercisable after the expiration of five years from the date of grant of such Option.

(iv) Limitations on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company (as such term is defined in Rule 405) unless the stock underlying such Awards is treated as “service recipient stock” under Section 409A because the Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply with the distribution requirements of Section 409A.

(c) Aggregate Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is the number of shares specified in Section 2(a).

(d) Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director with respect to any calendar year, including Awards granted and cash fees paid by the Company to such Non-Employee Director, will not exceed (i) $500,000 in total value or (ii) in the event such Non-Employee Director is first appointed or elected to the Board during such calendar year, $750,000 in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. The limitations in this Section 3(d) shall apply commencing with the first calendar year that begins following the Effective Date.

4. Options and Stock Appreciation Rights. Each Option and SAR will have such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated, then such Option will be a Nonstatutory Stock Option, and the shares purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated in shares of Common Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however, that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:

(a) Term. Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten years from the date of grant of such Award or such shorter period specified herein or in the Award Agreement.

(b) Exercise or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.

(c) Exercise Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide notice of exercise to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided by the Company. The Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by one or more of the following methods of payment to the extent set forth in the Option Agreement:

(i) by cash or check, bank draft or money order payable to the Company;

(ii) pursuant to a “cashless exercise” program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the exercise price to the Company from the sales proceeds;

(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the Participant free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3) such delivery would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated shares are endorsed or accompanied by an executed assignment separate from certificate, and (5) such shares have been held by the Participant for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery;

(iv) if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) such shares used to pay the exercise price will not be exercisable thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other permitted form of payment; or

(v) in any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.

(d) Exercise Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must provide notice of exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable to a Participant upon the exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value on the date of exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being exercised under such SAR, over (ii) the aggregate strike price of such SAR with respect to the number of Common Stock equivalents that are vested and being exercised. Such appreciation distribution may be paid to the Participant in the form of Common Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board and specified in the SAR Agreement.

(e) Transferability. Options and SARs may not be transferred to third party financial institutions for value. The Board may impose such additional limitations on the transferability of an Option or SAR as it determines. In the absence of any such determination by the Board, the following restrictions on the transferability of Options and SARs will apply, provided that except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration and provided, further, that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer:

(i) Restrictions on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer of an Option or SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request, including to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code and applicable state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a transfer and other agreements required by the Company.

(ii) Domestic Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable to the Company and subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to a domestic relations order.

(f) Vesting. The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option or SAR as determined by the Board. Except as explicitly otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of Options and SARs will cease upon termination of the Participant’s Continuous Service.

(g) Termination of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause, the Participant’s Options and SARs will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject to the forfeited Award, or any consideration in respect of the forfeited Award.

(h) Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 4(i), if a Participant’s Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Option or SAR to the extent vested, but only within three (3) months following such termination of Continuous Service, unless another period of time is provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)). Following the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no further right, title or interest in the terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration in respect of the terminated Award.

(i) Restrictions on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any time that the issuance of shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the exercise of the Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common Stock upon such exercise would violate Applicable Law, or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate the Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions; provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)).

(j) Non-Exempt Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six months following the date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the Worker Economic Opportunity Act, any vested portion of such Award may be exercised earlier than six months following the date of grant of such Award in the event of (i) such Participant’s death or Disability, (ii) a Corporate Transaction in which such Award is not assumed, continued or substituted, (iii) a Change in Control, or (iv) such Participant’s retirement (as such term may be defined in the Award Agreement or another applicable agreement or, in the absence of any such definition, in accordance with the Company’s then current employment policies and guidelines). This Section 4(j) is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.

(k) Whole Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.

Awards Other Than Options and Stock Appreciation Rights.

(a) Restricted Stock Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms and conditions as determined by the Board; provided, however, that each Restricted Stock Award Agreement and RSU Award Agreement will conform (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:

(i) Form of Award.

(1) RSAs: To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock subject to a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until such shares become vested or any other restrictions lapse, or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights as a stockholder of the Company with respect to any shares subject to a Restricted Stock Award.

(2) RSUs: An RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock that is equal to the number of restricted stock units subject to the RSU Award. As a holder of an RSU Award, a Participant is an unsecured creditor of the Company with respect to the Company’s unfunded obligation, if any, to issue shares of Common Stock in settlement of such Award and nothing contained in the Plan or any RSU Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate or any other person. A Participant will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award (unless and until shares are actually issued in settlement of a vested RSU Award).

(ii) Consideration.

(1) RSA: A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of consideration (including future services) as the Board may determine and permissible under Applicable Law.

(2) RSU: Unless otherwise determined by the Board at the time of grant, an RSU Award will be granted in consideration for the Participant’s services to the Company or an Affiliate, such that the Participant will not be required to make any payment to the Company (other than such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares of Common Stock pursuant to the RSU Award. If, at the time of grant, the Board determines that any consideration must be paid by the Participant (in a form other than the Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock in settlement of the RSU Award, such consideration may be paid in any form of consideration as the Board may determine and permissible under Applicable Law.

(iii) Vesting. The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award or RSU Award as determined by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of Restricted Stock Awards and RSU Awards will cease upon termination of the Participant’s Continuous Service.

(iv) Termination of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (i) the Company may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant under his or her Restricted Stock Award that have not vested as of the date of such termination as set forth in the Restricted Stock Award Agreement and (ii) any portion of his or her RSU Award that has not vested will be forfeited upon such termination and the Participant will have no further right, title or interest in the RSU Award, the shares of Common Stock issuable pursuant to the RSU Award, or any consideration in respect of the RSU Award.

(v) Dividends and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any shares of Common Stock subject to a Restricted Stock Award or RSU Award, as determined by the Board and specified in the Award Agreement.

(vi) Settlement of RSU Awards. An RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination thereof) or in any other form of payment, as determined by the Board and specified in the RSU Award Agreement. At the time of grant, the Board may determine to impose such restrictions or conditions that delay such delivery to a date following the vesting of the RSU Award.

(b) Performance Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.

(c) Other Awards. Other Equity-Based Awards and Other Cash-Based Awards may be granted to Participants, alone or in tandem with other Awards, in such amounts and dependent on such conditions as the Board shall from time to time in its sole discretion determine. Each Other Equity-Based Award granted under the Plan shall be evidenced by an Award Agreement and each Other Cash-Based Award granted under the Plan shall be evidenced in such form as the Board may determine from time to time. Each Other Equity-Based Award or Other Cash-Based Award, as applicable, so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement or other form evidencing such Award.

Adjustments upon Changes in Common Stock; Other Corporate Events.

(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es) and maximum number of shares of Common Stock subject to the Plan and the maximum number of shares by which the Share Reserve may annually increase pursuant to Section 2(a); (ii) the class(es) and maximum number of shares that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 2(a); and (iii) the class(es) and number of securities and exercise price, strike price or purchase price of Common Stock subject to outstanding Awards. The Board shall make such adjustments in a matter that it deems equitable in its sole discretion, and its determination shall be final, binding and conclusive. Notwithstanding the foregoing, no fractional shares or rights for fractional shares of Common Stock shall be created in order to implement any Capitalization Adjustment. The Board shall determine an appropriate equivalent benefit, if any, for any fractional shares or rights to fractional shares that might be created by the adjustments referred to in the preceding provisions of this Section.

(b) Dissolution or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service, provided, however, that the Board may determine to cause some or all Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.

(c) Corporate Transaction. The following provisions will apply to Awards in the event of a Corporate Transaction unless otherwise explicitly provided in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of an Award.

(i) Awards May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or may substitute similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award, or may choose to assume or continue the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution will be set by, and whether there will be any such assumption, continuation or substitution will be determined by, the Board.

(ii) Awards Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the vesting of such Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Awards may be exercised) will be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction) as the Board determines (or, if the Board does not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction), and such Awards will terminate for no consideration if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Awards will lapse (contingent upon the effectiveness of the Corporate Transaction). With respect to the vesting of Performance Awards that will accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting levels depending on the level of performance, unless otherwise provided in the Award Agreement or unless otherwise provided by the Board, the vesting of such Performance Awards will accelerate at 100% of the target level upon the occurrence of the Corporate Transaction. With respect to the vesting of Awards that will accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and are settled in the form of a cash payment, such cash payment will be made no later than 30 days following the occurrence of the Corporate Transaction.

(iii) Awards Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants, such Awards will terminate for no consideration if not exercised (if applicable) prior to the occurrence of the Corporate Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Awards will not terminate and may continue to be exercised notwithstanding the Corporate Transaction.

(iv) Payment for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if not exercised prior to the effective time of a Corporate Transaction (as determined by the Board in its sole discretion), the Board may provide, in its sole discretion, that the holder of such Award may not exercise such Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time, to the excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including, at the discretion of the Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection with such exercise. In the event the exercise price payable by such holder in connection with such exercise equals or exceeds the value of the property the holder would have received upon the exercise of the Award, the Board, in its sole discretion, may provide for the cancellation of the Award without any consideration payable to the holder thereof.

(d) Appointment of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.

(e) No Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares pursuant to any Award does not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, rights or options to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Administration.

(a) Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in subsection (c) below. Actions or decisions of the Board under the Plan need not be uniform with respect to all Participant and/or Awards.

(b) Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each Award will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted (which need not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock or other payment pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award will be granted to each such person; (6) the Fair Market Value applicable to an Award; and (7) the terms of any Performance Award that is not valued in whole or in part by reference to, or otherwise based on, the Common Stock, including the amount of cash payment or other property that may be earned and the timing of payment.

(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement, in a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective.

(iii) To settle all controversies regarding the Plan and Awards granted under it.

(iv) To accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest, notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest.

(v) To prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the Common Stock including any Corporate Transaction, for reasons of administrative convenience.

(vi) To suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant.

(vii) To amend the Plan in any respect the Board deems necessary or advisable; provided, however, that stockholder approval will be required for any amendment to the extent required by Applicable Law. Except as provided above, rights under any Award granted before amendment of the Plan will not be Materially Impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.

(viii) To submit any amendment to the Plan for stockholder approval.

(ix) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that, a Participant’s rights under any Award will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.

(x) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

(xi) To adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by, or take advantage of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement to ensure or facilitate compliance with the laws of the relevant foreign jurisdiction).

(xii) To effect, at any time and from time to time, subject to the consent of any Participant whose Award is Materially Impaired by such action, (1) the cancellation of any outstanding Option or SAR and the grant in substitution therefor of (A) a new Option, SAR, Restricted Stock Award, RSU Award or Other Award, under the Plan or another equity plan of the Company, covering the same or a different number of shares of Common Stock, (B) cash and/or (C) other valuable consideration (as determined by the Board); or (2) any other action that is treated as a repricing under generally accepted accounting principles; provided, however, that except for any adjustment contemplated by Section 6(a) through (c), or otherwise in connection with a corporate transaction involving the Company (including without limitation any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), no outstanding Options or SARs shall be amended to reduce their exercise price or base price, and no outstanding Options or SARs with an exercise price or base price less than current Fair Market Value shall be cancelled in exchange for cash, other Awards or Options or SARs with an exercise price or base price that is less than the exercise price or base price of the original Options or SARs without the approval of the stockholders of the Company.

(c) Delegation to Committee.

(i) General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. In the event of such delegation, all references herein to the Board shall be deemed references to the Committee, except with respect to amendment or termination of the Plan. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to another Committee or a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. Each Committee may retain the authority to concurrently administer the Plan with the Committee or subcommittee to which it has delegated its authority hereunder and may, at any time, revest in such Committee some or all of the powers previously delegated. The Board may retain the authority to concurrently administer the Plan with any Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

(ii) Rule 16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee (or a subcommittee thereof) that consists solely of two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing or modifying the terms of the Award will be approved by the Board or a Committee (or a subcommittee) meeting such requirements to the extent necessary for such exemption to remain available.

(d) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board or any Committee with respect to the Plan or any Awards granted under it (including any Award Agreements) will not be subject to review by any person and will be final, binding and conclusive on all persons.

(e) Delegation to an Officer. The Board or any Committee may delegate to one or more Officers the authority to do one or both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by Applicable Law, other types of Awards) and, to the extent permitted by Applicable Law, the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Awards granted to such Employees; provided, however, that the resolutions or charter adopted by the Board or any Committee evidencing such delegation will specify the total number of shares of Common Stock that may be subject to the Awards granted by such Officer and that such Officer may not grant an Award to himself or herself. Any such Awards will be granted on the applicable form of Award Agreement most recently approved for use by the Board or the Committee, unless otherwise provided in the resolutions approving the delegation authority. Notwithstanding anything to the contrary herein, neither the Board nor any Committee may delegate to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) the authority to determine the Fair Market Value.

Tax Withholding

(a) Withholding Authorization. All Awards and payments thereunder shall be subject to applicable tax withholding. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding from payroll and any other amounts payable to such Participant, and otherwise agree to make adequate provision for (including), any sums required to satisfy any U.S. federal, state, local and/or foreign tax or social insurance contribution withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the Company shall have no obligation to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied.

(b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement.

(c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law, the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.

(d) Withholding Indemnification. As a condition to accepting an Award under the Plan, in the event that the amount of the Company’s and/or its Affiliate’s withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount.

Miscellaneous.

(a) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.

(b) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general funds of the Company.

(c) Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.

(d) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for exercise of the Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is reflected in the records of the Company.

(e) No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate to terminate at will and without regard to any future vesting opportunity that a Participant may have with respect to any Award (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate is incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award will constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or service or confer any right or benefit under the Award or the Plan unless such right or benefit has specifically accrued under the terms of the Award Agreement and/or Plan.

(f) Execution of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute any additional documents or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion, to carry out the purposes or intent of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case at the Plan Administrator’s request.

(g) Electronic Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). By accepting any Award, the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator. The form of delivery of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

(h) Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a Participant’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

(i) Securities Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant will not receive such shares if the Company determines that such receipt would not be in material compliance with Applicable Law.

(j) Transfer or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement, Awards granted under the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an Award have been issued, or in the case of Restricted Stock and similar awards, after the issued shares have vested, the holder of such shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein, the terms of the Trading Policy and Applicable Law.

(k) Effect on Other Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon grant, vesting or settlement, shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its right to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

(l) Deferrals. To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may also establish programs and procedures for deferral elections to be made by Participants. Deferrals by will be made in accordance with the requirements of Section 409A.

(m) Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the extent not so exempt, in compliance with the requirements of Section 409A. If the Board determines that any Award granted hereunder is not exempt from and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” under Section 409A is a “specified employee” for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is six months and one day following the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.

(n) Choice of Law. This Plan and any controversy arising out of or relating to this Plan shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to conflict of law principles that would result in any application of any law other than the law of the State of Delaware.

10.

Covenants of the Company.

(a) Compliance with Law. The Company will seek to obtain from each regulatory commission or agency, as may be deemed to be necessary, having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Awards unless and until such authority is obtained. A Participant is not eligible for the grant of an Award or the subsequent issuance of Common Stock pursuant to the Award if such grant or issuance would be in violation of any Applicable Law.

11. Severability. If all or any part of the Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid. Any Section of the Plan or any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

12. Termination of the Plan. The Board may suspend or terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of: (i) the Adoption Date, or (ii) the date the Plan is approved by the Company’s stockholders. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

13.

Definitions.

As used in the Plan, the following definitions apply to the capitalized terms indicated below:

(a) “Adoption Date” means the date the Plan is first approved by the Board or Compensation Committee.

(b) “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

(c) “Applicable Law” means shall mean any applicable securities, federal, state, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating organization such as the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority).

(d) “Award” means any right to receive Common Stock, cash or other property granted under the Plan (including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, an RSU Award, a SAR, a Performance Award or any Other Award).

(e) “Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing the written summary of the general terms and conditions applicable to the Award and which is provided to a Participant along with the Grant Notice.

(f) “Board” means the Board of Directors of the Company (or its designee). Any decision or determination made by the Board shall be a decision or determination that is made in the sole discretion of the Board (or its designee), and such decision or determination shall be final and binding on all Participants.

(g) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(h) “Cause” has the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s commission of (or attempted commission of), or participation in, a fraud or act of dishonesty against the Company; (ii) such Participant’s material violation or breach of any contract or agreement between the Participant and the Company or any Affiliate (including, without limitation, any covenant of confidentiality, noncompetition or nonsolicitation) or of any statutory duty owed to the Company; (iii) such Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; (iv) such Participant’s gross or willful misconduct; (v) such Participant’s conviction of, or plea of nolo contendere to, a felony or crime of moral turpitude; or (vi) the Participant’s exhibition of a standard of behavior during the course of or related to the Participant’s employment or other engagement with the Company or any Affiliate that is disruptive to the orderly conduct of the Company’s or any Affiliate’s business operations, including, without limitation, substance abuse, sexual harassment or sexual misconduct or other unlawful harassment or retaliation. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Board with respect to Participants who are executive officers of the Company and by the Company’s Chief Executive Officer with respect to Participants who are not executive officers of the Company. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

(i) “Change in Control” or “Change of Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events; provided, however, to the extent necessary to avoid adverse personal income tax consequences to the Participant in connection with an Award, also constitutes a Section 409A Change in Control:

(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;

(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or

(iv) individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member 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 Plan, be considered as a member of the Incumbent Board.

Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant that is specifically intended to apply to an Award granted under the Plan shall supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply.

(j) “Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(k) “Committee” means the Compensation Committee and any other committee of Directors to whom authority has been delegated by the Board or Compensation Committee in accordance with the Plan.

(l) “Common Stock” means the Class A Common Stock of the Company.

(m) “Company” means Honeycomb Battery Company, a Delaware corporation.

(n) “Compensation Committee” means the Compensation Committee of the Board.

(o) “Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.

(p) “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service (unless otherwise determined by the Board in its sole discretion); provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service (unless otherwise determined by the Board in its sole discretion). To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law. In addition, to the extent required for exemption from or compliance with Section 409A, the determination of whether there has been a termination of Continuous Service will be made, and such term will be construed, in a manner that is consistent with the definition of “separation from service” as defined under Treasury Regulation Section 1.409A-1(h) (without regard to any alternative definition thereunder).

(q) “Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) a sale or other disposition of all or substantially all, as determined by the Board, of the consolidated assets of the Company and its Subsidiaries;

(ii) a sale or other disposition of at least 50% of the outstanding securities of the Company;

(iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(r) “Director” means a member of the Board.

(s) “determine” or “determined” means as determined by the Board or the Committee (or its designee) in its sole discretion.

(t) “Disability” means, with respect to a Participant, such Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Section 22(e)(3) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(u) “Effective Date” means February 2, 2024.

(v) “Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(w) “Employer” means the Company or the Affiliate of the Company that employs the Participant.

(x) “Entity” means a corporation, partnership, limited liability company or other entity.

(y) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(z) “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

(aa) “Fair Market Value” means, as of any date, unless otherwise determined by the Board, the value of the Common Stock (as determined on a per share or aggregate basis, as applicable) determined as follows:

(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii) If there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.

(iii) In the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

(bb) “Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or regulatory body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and for the avoidance of doubt, any Tax authority) or other body exercising similar powers or authority; or (d) self-regulatory organization (including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority).

(cc) “Grant Notice” means the notice provided to a Participant that he or she has been granted an Award under the Plan and which includes the name of the Participant, the type of Award, the date of grant of the Award, number of shares of Common Stock subject to the Award or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key terms applicable to the Award.

(dd) “Incentive Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

(ee) “Materially Impair” means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under the Award. A Participant’s rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights. For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised; (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.

(ff) “Merger Agreement” means that certain Agreement and Plan of Merger by and among Nubia Brand International Corp., Nubia Merger Sub, Inc. and Honeycomb Battery Company dated as of February 15, 2023, as amended.

(gg) “Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

(hh) “Nonstatutory Stock Option” means any option granted pursuant to Section 4 of the Plan that does not qualify as an Incentive Stock Option.

(ii) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(jj) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

(kk) “Option Agreement” means a written agreement between the Company and the Optionholder evidencing the terms and conditions of the Option grant. The Option Agreement includes the Grant Notice for the Option and the agreement containing the written summary of the general terms and conditions applicable to the Option and which is provided to a Participant along with the Grant Notice. Each Option Agreement will be subject to the terms and conditions of the Plan.

(ll) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(mm) “Other Award Agreement” means a written agreement between the Company and a holder of an Other Award evidencing the terms and conditions of an Other Award grant. Each Other Award Agreement will be subject to the terms and conditions of the Plan.

(nn) “Other Award” or “Other Awards” means Other Equity-Based Awards and Other Cash Awards.

(oo) “Other Cash-Based Award” means an Award that is granted under Section 5(c) of the Plan that is denominated and/or payable in cash.

(pp) “Other Equity-Based Award” means an Award that is not an Option, Stock Appreciation Right, Restricted Stock, or RSU Award that is granted under Section 5(c) of the Plan and is (i) payable by delivery of shares of Common Stock and/or (ii) measured by reference to the value of a share of Common Stock.

(qq) “Own,” “Owned,” “Owner,” “Ownership” means that a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(rr) “Participant” means an Employee, Director or Consultant to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

(ss) “Performance Award” means an Award that may vest or may be exercised or a cash award that may vest or become earned and paid contingent upon the attainment during a Performance Period of certain Performance Goals and which is granted under the terms and conditions of Section 5(b) pursuant to such terms as are approved by the Board. In addition, to the extent permitted by Applicable Law and set forth in the applicable Award Agreement, the Board may determine that cash or other property may be used in payment of Performance Awards. Performance Awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Common Stock.

(tt) “Performance Criteria” means the one or more criteria that the Board will select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any measure of performance selected by the Board.

(uu) “Performance Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to expense under generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Award Agreement or the written terms of a Performance Cash Award.

(vv) “Performance Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to vesting or exercise of an Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.

(ww) “Plan” means this Honeycomb Battery Company 2023 Long-Term Incentive Plan, as amended from time to time.

(xx) “Plan Administrator” means the person, persons, and/or third-party administrator designated by the Company to administer the day-to-day operations of the Plan and the Company’s other equity and/or long-term incentive programs.

(yy) “Post-Termination Exercise Period” means the period following termination of a Participant’s Continuous Service within which an Option or SAR is exercisable, as specified herein or in the Participant’s Award Agreement.

(zz) “Restricted Stock Award” or “RSA” means an Award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).

(aaa) “Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. The Restricted Stock Award Agreement includes the Grant Notice for the Restricted Stock Award and the agreement containing the written summary of the general terms and conditions applicable to the Restricted Stock Award and which is provided to a Participant along with the Grant Notice. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.

(bbb) “RSU Award” or “RSU” means an Award of restricted stock units representing the right to receive an issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).

(ccc) “RSU Award Agreement” means a written agreement between the Company and a holder of an RSU Award evidencing the terms and conditions of an RSU Award grant. The RSU Award Agreement includes the Grant Notice for the RSU Award and the agreement containing the written summary of the general terms and conditions applicable to the RSU Award and which is provided to a Participant along with the Grant Notice. Each RSU Award Agreement will be subject to the terms and conditions of the Plan.

(ddd) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

(eee) “Rule 405” means Rule 405 promulgated under the Securities Act.

(fff) “Section 409A” means Section 409A of the Code and the regulations and other guidance thereunder.

(ggg) “Section 409A Change in Control” means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

(hhh) “Securities Act” means the Securities Act of 1933, as amended.

(iii) “Share Reserve” means the number of shares available for issuance under the Plan as set forth in Section 2(a).

(jjj) “Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 4.

(kkk) “SAR Agreement” means a written agreement between the Company and a holder of a SAR evidencing the terms and conditions of a SAR grant. The SAR Agreement includes the Grant Notice for the SAR and the agreement containing the written summary of the general terms and conditions applicable to the SAR and which is provided to a Participant along with the Grant Notice. Each SAR Agreement will be subject to the terms and conditions of the Plan.

(lll) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.

(mmm) “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.

(nnn) “Trading Policy” means the Company’s policy permitting certain individuals to sell Company shares only during certain “window” periods and/or otherwise restricts the ability of certain individuals to transfer or encumber Company shares, as in effect from time to time.

Cover	Feb. 02, 2024
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 02, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41323
Entity Registrant Name	Solidion Technology Inc.
Entity Central Index Key	0001881551
Entity Tax Identification Number	87-1993879
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13355 Noel Rd
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	(972)
Local Phone Number	918-5120
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	STI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Nubia Brand International Corp.
Entity Address, Address Line Two	13355 Noel Rd
Entity Address, Address Line Three	Suite 1100
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240