| Please mark vote as indicated in this example X Proposal No. 1 — The BCA Proposal — to consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of March 7, 2023 (the “Merger Agreement”), by and among G4G, G4G Merger Sub Inc. (“Merger Sub”) and Zero Nox, Inc. (“ZeroNox”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into ZeroNox (the “Merger”), with ZeroNox surviving the Merger as a wholly owned subsidiary of New ZeroNox, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/prospectus; Proposal No. 2 — The Redemption Limitation Amendment Proposal — to consider and vote upon a proposal to amend by special resolution G4G’s Amended and Restated Articles of Association, effective as of immediately prior to the Domestication, to eliminate from the Amended and Restated Articles of Association the limitation that G4G may not redeem public shares to the extent that such redemption would result in G4G having net tangible assets of less than $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to G4G’s initial business combination (the “Redemption Limitation Amendment Proposal”); Proposal No. 3 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution, the change of G4G’s jurisdiction of incorporation by deregistering as an exempted company by way of continuation out of the Cayman Islands and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”); Organizational Documents Proposals — to consider and vote upon the following five separate proposals to approve by special resolution, the following material differences between G4G’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of The Growth for Good Acquisition Corporation (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), and the change of the name of G4G to “ZeroNox Holdings, Inc.” in connection with the Business Combination (G4G after the Domestication, including after such change of name, is referred to herein as “New ZeroNox”): Proposal No. 4 — Organizational Documents Proposal A — to authorize the change in the authorized share capital of G4G from $50,000 divided into 479,000,000 Class A ordinary shares, par value $0.0001 per share (the “G4G Class A ordinary shares”), 20,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 1,000,000 preference shares, par value $0.0001 per share, to [•] shares of common stock, par value $0.0001 per share, of New ZeroNox (the “New ZeroNox common stock”) and [•] shares of preferred stock, par value $0.0001 per share, of New ZeroNox (the “New ZeroNox preferred stock”); , 2023 Signature (Signature if held Jointly) Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, guardians and attorneys should indicate the capacity in which they sign. Attorney should submit powers of attorney. A vote to abstain will not be treated as a vote on the relevant proposal. PLEASE SIGN. DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER(S). IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL BE VOTED ‘FOR’ EACH OF THE PROPOSALS SET FORTH ABOVE. FOR AGAINST ABSTAIN THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” PROPOSALS. Proposal No. 5 — Organizational Documents Proposal B — to authorize the board of directors of New ZeroNox to issue any or all shares of New ZeroNox preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by New ZeroNox’s board of directors and as may be permitted by the DGCL; Proposal No. 6 — Organizational Documents Proposal C — to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation; Proposal No. 7 — Organizational Documents Proposal D — to authorize the election not to be governed by Section 203 of the DGCL and, instead, be governed by a provision substantially similar to Section 203 of the DGCL; and Proposal No. 8 — Organizational Documents Proposal E — to authorize all other changes in connection with the amendment and replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which attached to the accompanying proxy statement/prospectus as Annex D and Annex E, respectively), including (1) changing the corporate name from “The Growth for Good Acquisition Corporation” to “ZeroNox Holdings, Inc.,” (2) making New ZeroNox’s corporate existence perpetual and (3) removing certain provisions related to G4G’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which G4G’s board of directors believes is necessary to adequately address the needs of New ZeroNox after the Business Combination; Proposal No. 9 — The Director Election Proposal — to consider and vote upon a proposal to elect seven (7) directors who, upon consummation of the Business Combination, will be the directors; Proposal No. 10 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable rules of Nasdaq, the issuance of New ZeroNox common stock to the ZeroNox Shareholders pursuant to the Merger Agreement; Proposal No. 11 — The Incentive Award Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, The Growth for Good Acquisition Corporation 2023 Incentive Award Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex F; and Proposal No. 12 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, for reasons including but not limited to, permitting further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN |
