Exhibit Description. Exhibit A-1 Form of Purchaser Support Agreement Exhibit A-2 Form of Seller Support Agreement Exhibit B-1 Form of Purchaser Lock-Up Agreement Exhibit B-2 Form of Seller Lock-Up Agreement Exhibit C-1 Form of Series A Certificate of Designation Exhibit C-2 Form of Series B Certificate of Designation Exhibit D Form of Amended Delaware Sub Bylaws Exhibit E Form of Intercompany Loan Exhibit F Form of Purchaser Loan SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This Second Amended and Restated Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 6, 2022 by and among (i) MICT, Inc., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Xxxxxx Xxxxxx, an individual, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) Tingo, Inc., a Nevada corporation (the “Seller”), and (iv) Dozy Mmobuosi, an individual, in the capacity as the representative for the Seller in accordance with the terms and conditions of this Agreement (the “Seller Representative”). The Purchaser, Delaware Sub (as defined below) (with respect to periods after the Delaware Sub Joinder Date (as defined below)), BVI Sub (as defined below) (with respect to periods after the BVI Sub Joinder Date (as defined below)), the Purchaser Representative, the Seller, the Seller Representative and the Company (as defined below) (with respect to periods from and after the Company Joinder Date (as defined below)) are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Exhibit Description. 2.1 Form of Services Agreement 2.2 Form of Tax AllocationAgreement 2.3 Forms of License Agreements
Exhibit Description. Exhibit 2.2(b)(ii) Certification of Trust of Rxxxxx Xxxxxxxxx, as trustee of the Trust Exhibit 2.2(b)(v) Form of Opinion Exhibit 3.1 Lease Agreement Exhibit 3.2 Non-Competition and Non-Solicitation Agreement Exhibit 9.2 Escrow Agreement Schedule Schedule 1.2 Additional Equipment Schedule 3.5 Employees to enter into Employment Agreements Schedule 4.7 Liabilities Schedule 4.9 Listing of machinery, equipment, vehicles, and other items of tangible personal property owned or leased by the Corporation in excess of U.S. $5,000.00 Schedule 4.11 Material Contracts Schedule 4.12 Litigation Schedule 4.13 Environmental exceptions Schedule 4.14 Employee Benefits Schedule 4.15 Intellectual Property Schedule 4.16 Inventory locations Schedule 4.18 Employee Information
Exhibit Description. Exhibit A-1 Description of Seller’s Property Exhibit A-2 Assessor’s Parcel Map Exhibit B Personal Property Exhibit C Leases Exhibit D Contracts and Agreements Exhibit E Form of Tenant Estoppel Certificate Exhibit F EFI Lease Exhibit G Intentionally Omitted Exhibit H Grant Deed Exhibit I Xxxx of Sale Exhibit J Lease Assignment Exhibit K Assignment of Contracts and General Assignment Exhibit L Form of Tenant Notice Letter Exhibit M Gilead Sublease Termination Exhibit N Memorandum of Agreement Exhibit N-1 Quitclaim Deed Schedule 5.1 Authority Schedule 5.2 No Conflict Schedule 5.5 Legal Compliance Schedule 5.7 Government Action Schedule 5.8 Liens [Signatures appear on next page.]
Exhibit Description. Exhibit A-1 Form of Seller Lock-Up Agreement Exhibit A-2 Form of KAVL Holder Lock-Up Agreement Exhibit B Form of Voting Agreement MERGER AND SHARE EXCHANGE AGREEMENT This MERGER AND SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2024, by and among (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, “Delta”), (ii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) KAVL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) Kaival Brands Innovations Group, Inc., a Delaware corporation (“KAVL”), and (v) each of the holders of outstanding capital stock of Delta named on Annex I hereto (collectively, the “Sellers”). Delta, Pubco, Merger Sub, KAVL and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Article XIII hereof.
Exhibit Description. 10.61(25) Second Amendment to Credit Agreement between ABN AMRO BANK, N.V. and Xxx Research Corporation, dated December 18, 1998. 10.62(25) First Amendment to Guaranty between ABN AMRO BANK, N.V. and Xxx Research Corporation, dated December 25, 1998. 10.63(25) Supplemental Agreement of Receivables Purchase Agreement dated December 26, 1997 between ABN AMRO BANK, N.V. and Xxx Research Corporation, dated December 25, 1998. 10.64(25) Supplemental Agreement of Loan Agreement dated September 30, 1998 between ABN AMRO BANK, N.V. and Xxx Research Corporation, dated December 25, 1998. 10.66(26) Substitution Certificate for Loan Agreement dated September 30, 1998 between ABN AMRO BANK, N.V. and Xxx Research Corporation, dated March 19, 1999.
Exhibit Description. 2.1 CA Certificate of Merger 2.1(b) New By-Laws of Troika Design Group, Inc.
Exhibit Description. 2.6(d) Asset Exchange Agreement, dated April 20, 1999, among InterMedia Partners Southeast, Charter Communications, LLC, Charter Communications Properties, LLC, and Marcus Cable Associates, L.L.C. (Incorporated by reference to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)) 2.6(d)(i) Amendment to Asset Exchange Agreement, made as of October 1, 1999, by and among InterMedia Partners Southeast and Charter Communications, LLC, Charter Communications Properties, LLC and Marcus Cable Associates, L.L.C. (Incorporated by reference to Amendment No. 3 to the registration statement on Form S-1 of Charter Communications, Inc. filed on October 18, 1999 (File No. 333-83887)) 2.6(e) Asset Exchange Agreement, dated April 20, 1999, among InterMedia Partners, a California Limited Partnership, Brenmor Cable Partners, L.P. and Xxxxx Media Group, Inc. (Incorporated by reference to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)) 2.6(f) Common Agreement, dated April 20, 1999, between InterMedia Partners, InterMedia Partners Southeast, InterMedia Partners of West Tennessee, L.P., InterMedia Capital Partners IV, L.P., InterMedia Partners IV, L.P., Brenmor Cable Partners, L.P., TCID IP-V, Inc., Charter Communications, LLC, Charter Communications Properties, LLC, Marcus Cable Associates, L.L.C. and Charter RMG, LLC (Incorporated by reference to Amendment No. 3 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on July 2, 1999 (File No. 333-77499)) (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
Exhibit Description. 2.7(e) Assignment of Purchase Agreement with Xxxxxx Acquisition Partners L.L.L.P., dated as of June 30, 1999, by and between Charter Communications, Inc. (now called Charter Investment, Inc.) and Charter Communications Operating, LLC (Incorporated by reference to Amendment No. 4 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on July 22, 1999 (File No. 333-77499)) 2.7(f) Assignment of RAP Indemnity Agreement, dated as of June 30, 1999, by and between Charter Communications, Inc. (now called Charter Investment, Inc.) and Charter Communications Operating, LLC (Incorporated by reference to Amendment No. 4 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on July 22, 1999 (File No. 333-77499)) 2.7(g) Amendment to the Purchase Agreement with InterLink Communications Partners, LLLP, dated June 29, 1999 (Incorporated by reference to Amendment No. 6 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on August 27, 1999 (File No. 333-77499))
Exhibit Description. 4.3(a) Indenture relating to the 11.75% Senior Discount Notes due 2010, dated as of January 12, 2000, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Xxxxxx Trust and Savings Bank (Incorporated by reference to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)) 4.3(b) Form of 11.75% Senior Discount Note due 2010 (included in Exhibit No. 4.3(a)) (Incorporated by reference to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)) 4.3(c) Exchange and Registration Rights Agreement, dated January 12, 2000, by and among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, Xxxxxxx, Xxxxx & Co., Chase Securities Inc., FleetBoston Xxxxxxxxx Xxxxxxxx Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated, TD Securities (USA) Inc., First Union Securities, Inc., PNC Capital Markets, Inc. and SunTrust Equitable Securities Corporation, relating to the 11.75% Senior Discount Notes due 2010 (Incorporated by reference to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)) 4.4(a) Indenture relating to the 8.250% Senior Notes due 2007, dated as of March 17, 1999, between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Xxxxxx Trust and Savings Bank (Incorporated by reference to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)) 4.4(b) Indenture relating to the 8.625% Senior Notes due 2009, dated as of March 17, 1999, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Xxxxxx Trust and Savings Bank (Incorporated by reference to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)) 4.4(c) Indenture relating to the 9.920% Senior Discount Notes due 2011, dated as of March 17, 1999, among Chart...
