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. 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. 2.1 Form of Services Agreement 2.2 Form of Tax AllocationAgreement 2.3 Forms of License Agreements
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. A-1 Legal Descriptions of Lands A-2 Allocated Cash Equity Portion of the Purchase Price B List of Properties (Assisted Living, Independent Living, Skilled Nursing) C Form of Deed D Excluded Personal Property E Encumbrances on Personal Property F Form of Xxxx of Sale G Form of Assignment and Assumption Agreement H FIRPTA Affidavit I-1 Description of Existing Real Property Loans I-2 Description of Existing Personal Property Debt J Non-Terminable Operating Contracts K Stayton Provided Information L Bid Procedures M-1 List of reports constituting the Title Report M-2 Title Companies M-3 Required Removal Exceptions M-4 Required Affirmative Insurance M-5 Required Title Consent Properties M-6 Required Title Notice Properties M-7 Required Title Option Properties M-8 Missing Surveys N Utility Company Deposits O-1 Modification Schedule O-2 Underwritten Rate Calculation O-3 Form Modification Documents X-0 XX-00 Xxxx Sheet O-5 CS-27 Term Sheet O-6 GE Term Sheet X-0 Xxxxxxx Xxxxx X-0 XXXX Test Modifications O-9 Underwritten Assumed Real Property Loan Balance (allocated by the applicable Existing Real Property Loan) O-10 Permitted Discrepancies P Motor Vehicles Q Reorganization Plan R [Intentionally Deleted] S Form of Interim Operating Agreement T Blackstone Venture LLC Agreement U Resident Agreement Brokers V Facility Managers W Form of Ground Lease Estoppel
Exhibit Description. Exhibit A-1 Form of Second Amended and Restated Guaranty Exhibit A-2 Form of Second Amended and Restated Collateral Agreement Exhibit B Form of Note Exhibit C Form of Commitment and Acceptance Exhibit D Form of Certificate for Borrowings and Facility Letters of Credit Exhibit E Assignment Agreement Exhibit F Form of Financial Covenant Certificate Exhibits G-1 to G-4 Form of Tax Compliance Certificates Exhibit H Form of Officer’s Certificate Exhibit I Form of Authorized Agent’s Letter SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 24, 2012, as amended by the First Amendment and the Second Amendment, among BEAZER HOMES USA, INC., a Delaware corporation (the “Borrower”), the Lenders that are signatories hereto, the Issuers that are signatories hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, acting through one or more of its branches or affiliates, as Agent (the “Agent”) for the Lenders and the Issuers.
Exhibit Description. Exhibit A Form of Restated VSAC Certificate Exhibit B Form of Assignment, Assumption and Amendment to Warrant Agreement Exhibit C Form of Lock-Up Agreement Exhibit D Form of Non-Competition and Non-Solicitation Agreement Exhibit E Founder Registration Rights Agreement Amendment Exhibit F Form of Sponsor Voting Agreement Exhibit G Form of Voting Agreement Exhibit H Restated Company Articles Exhibit I Form of Insider Letter Amendment Exhibit J Registration Rights Agreement BUSINESS COMBINATION AGREEMENT This Business Combination Agreement (this “Agreement”) is made and entered into as of August 30, 2022 by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”). The Company, Merger Sub and VSAC are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
Exhibit Description. A Trademark License Agreement B Indemnification
Exhibit Description. A. Development Agreement By and Between the City of Minot, Xxxxxx Xxxxxxx and Northgate on Broadway, LLC for the Xxxxxxxxx 0xx Xxxxxxxx Xxxxxxxx Xxxx Improvements;
Exhibit Description. Exhibit A-1 Leases Exhibit A-2 Xxxxx Exhibit A-3 Well Map Exhibit A-4 Personal Properties Exhibit B Material Agreements Exhibit C Preferential Rights and Third Party Consents Exhibit D Form of Assignment, Xxxx of Sale and Conveyance Schedule Description Schedule 3.9 Suspense Accounts Schedule 3.13 Permits and Bonds Schedule 3.17 Xxxxx; Plugging and Abandonment PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”), is entered into on December 22, 2017 (the “Execution Date”), by and between Woodway Oil & Gas – KS– I, LLC, a Delaware limited liability company, 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (referred to herein as “Seller”), and Viking Energy Group, Inc., a Nevada corporation, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 00X, Xxx Xxxx, Xxx Xxxx 00000 (referred to herein as “Buyer”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.” The transactions contemplated by this Agreement may be collectively referred to as the “Transaction.”
