MISCELLANEOUS 76. Section 9.1 Nonsurvival of Representations and Warranties 76 Section 9.2 Entire Agreement; Assignment 76 Section 9.3 Notices 76 Section 9.4 Governing Law and Venue; Waiver of Jury Trial. 77 Section 9.5 Descriptive Headings 78 Section 9.6 Parties In Interest 78 Section 9.7 Severability 79 Section 9.8 Remedies 79 Section 9.9 Amendment 80 Section 9.10 Extension; Waiver 80 Section 9.11 Counterparts 81 Section 9.12 Interpretation 81 Section 9.13 Definitions 81 Exhibits Exhibit A – Form of Article 18 of the Partnership Agreement Exhibit B – Form of REIT Opinion AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 9, 2015, is by and among Excel Trust, Inc., a Maryland corporation (the “Company”), BRE Retail Centers Holdings LP, a Delaware limited partnership (“Parent”), BRE Retail Centers Corp, a Maryland corporation (“Merger Sub”), BRE Retail Centers LP, a Delaware limited partnership (“Merger Partnership”), and Excel Trust, L.P., a Delaware limited partnership (the “Partnership”).
MISCELLANEOUS 76. Section 9.1 Non-Survival 76 Section 9.2 Entire Agreement; Assignment 76 Section 9.3 Amendment 76 Section 9.4 Notices 76 Section 9.5 Governing Law 77 Section 9.6 Fees and Expenses 77 Section 9.7 Construction; Interpretation 78 Section 9.8 Exhibits and Schedules 78 Section 9.9 Parties in Interest 78 Section 9.10 Severability 78 Section 9.11 Counterparts; Electronic Signatures 79 Section 9.12 Knowledge of Company; Knowledge of JAWS 79 Section 9.13 No Recourse 79 Section 9.14 Extension; Waiver 79 Section 9.15 Waiver of Jury Trial 80 Section 9.16 Submission to Jurisdiction 80 Section 9.17 Remedies 81 Section 9.18 Trust Account Waiver 81 Section 9.19 Conflicts and Privilege 82 ANNEXES AND EXHIBITS Annex A PIPE Investors Annex B Supporting Company Shareholders Annex C Other RRA Parties Exhibit A Form of Subscription Agreement Exhibit B Form of A&R Registration Rights Agreement Exhibit C Form of Transaction Support Agreement Exhibit D Form of New JAWS Certificate of Incorporation Exhibit E Form of New JAWS Bylaws Exhibit F Form of New JAWS Equity Incentive Plan Exhibit G Form of New JAWS ESPP BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 22, 2021, is made by and among JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company (“JAWS”), Spitfire Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Velo3D, Inc., a Delaware corporation (the “Company”). JAWS, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
MISCELLANEOUS 76. Section 8.1 Nonsurvival of Representations and Warranties 76 Section 8.2 Entire Agreement; Assignment. 76 Section 8.3 Notices 77 Section 8.4 Governing Law and Venue; Waiver of Jury Trial. 78 Section 8.5 Interpretation; Certain Definitions 79 Section 8.6 Parties In Interest 79 Section 8.7 Severability 80 Section 8.8 Specific Performance 80 Section 8.9 Amendment 82 Section 8.10 Extension; Waiver 82 Section 8.11 Counterparts 82 Section 8.12 Definitions. 82 Exhibits Exhibit A – Form of REIT Opinion Exhibit B – Form of Article 17 of the Partnership Agreement Schedules Schedule A – Parent Knowledge Schedule B – Parent Contact Persons AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 7, 2015, is by and among BioMed Realty Trust, Inc., a Maryland corporation (the “Company”), XXX Xxxxxx Holdings L.P., a Delaware limited partnership (“Parent”), XXX Xxxxxx L.P., a Delaware limited partnership (“Merger Sub I”), XXX Xxxxxx Acquisition L.P., a Maryland limited partnership (“Merger Sub II”), and BioMed Realty, L.P., a Maryland limited partnership (the “Partnership”).
