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 A-3 Description of Property Being Sold Exhibit B Excluded Personal Property Exhibit C Leases Exhibit D Contracts and Agreements Exhibits E1 and E2 Form of Tenant Estoppel Certificates Exhibits F1 and F2 Form of Seller Estoppel Certificates Exhibit G Assignment of Development Agreement 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 Intentionally omitted 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
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. Exhibit A Form of Holder Support Agreement Exhibit B Form of Shareholder Commitment Exhibit C Form of New Registration Rights Agreement BUSINESS COMBINATION AGREEMENT This Business Combination Agreement (this “Agreement”) is made and entered into as of October 6, 2022 by and among (i) ClimateRock, a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) ClimateRock Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), and (iv) E.E.W. ECO ENERGY WORLD PLC, a company formed under the laws of England and Wales (the “Company”). Purchaser, Pubco, Merger Sub, and the Company, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
Exhibit Description. Exhibit A Form of Non-Competition Agreement Exhibit B Form of Letter of Transmittal Exhibit C Form of Escrow Agreement Exhibit D Illustrative Calculation of Working Capital Exhibit E Form of Certificate of Merger Exhibit F Form of Certificate of Incorporation Exhibit G Registration Rights AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 9, 2021 by and among (i) BioLife Solutions, Inc., a Delaware corporation (the “Purchaser”), (ii) BLFS Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Purchaser (“Merger Sub”), (iii) Fortis Advisors LLC, a Delaware limited liability company solely in the capacity as the representative, agent and attorney-in-fact, from and after the Effective Time for the Participating Holders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”), and (iv) Xxxxxx Biotechnologies, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
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. 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
