Amended and Restated Rights Agreement Dated as of July 21, 2021Rights Agreement • July 21st, 2021 • Autoscope Technologies Corp • Measuring & controlling devices, nec • New York
This Amended and Restated Rights Agreement is dated as of July 21, 2021 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Autoscope Technologies Corporation, a Minnesota corporation (the “Company”); Continental Stock Transfer & Trust Company, a New York limited-purpose trust company, as rights agent (the “Rights Agent”); and, solely with respect to Section 37 of this Agreement, Image Sensing Systems, Inc., a Minnesota corporation (“ISNS”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 21st, 2021 • Autoscope Technologies Corp • Measuring & controlling devices, nec • Minnesota
This AGREEMENT AND PLAN OF MERGER, dated as of July 20, 2021 (the “Agreement”), is entered into by and among Image Sensing Systems, Inc., a Minnesota corporation (“ISNS” and, after the “Effective Time” (as defined in Section 11 below), the “Surviving Company”); Autoscope Technologies Corporation, a Minnesota corporation and the direct wholly-owned subsidiary of ISNS (“Autoscope”); and Spruce Tree MergerCo, Inc., a Minnesota corporation and indirect subsidiary of ISNS and direct wholly-owned subsidiary of Autoscope (the “Merger Sub”) (ISNS, Autoscope, and the Merger Sub will sometimes be referred to in this Agreement each as a “Party” and together, the “Parties”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 21st, 2021 • Autoscope Technologies Corp • Measuring & controlling devices, nec • Minnesota
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of July 21, 2021, by and between Image Sensing Systems, Inc., a Minnesota corporation (the “Assignor”), and Autoscope Technologies Corporation, a Minnesota corporation (the “Assignee”) (the Assignor and the Assignee will sometimes be referred to in this Agreement together as the “Parties”).
