AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 21st, 2022 • Industrial Tech Acquisitions II, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 21, 2022 by and among (i) Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Purchaser”), (ii) ITAQ Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) NEXT Renewable Fuels, 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”.
FORM OF VOTING AND SUPPORT AGREEMENTForm of Voting and Support Agreement • November 21st, 2022 • Industrial Tech Acquisitions II, Inc. • Blank checks • Delaware
This Voting and Support Agreement (this “Agreement”) is made as of November [●], 2022, by and among (i) Industrial Tech Acquisitions II, Inc., a Delaware corporation (together with its successors, the “Purchaser”), (ii) NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
SPONSOR VOTING AGREEMENTSponsor Voting Agreement • November 21st, 2022 • Industrial Tech Acquisitions II, Inc. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of November 21, 2022, by and among (i) NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”), (ii) Industrial Tech Acquisitions II, Inc., a Delaware corporation (together with its successors, “Purchaser”), and (iii) the undersigned stockholder of Purchaser (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 21st, 2022 • Industrial Tech Acquisitions II, Inc. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 14, 2022 by and among (i) Industrial Tech Acquisitions II, Inc., a Delaware corporation, (including any successor entity thereto, the “Purchaser”) and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTForm of Non-Competition and Non-Solicitation Agreement • November 21st, 2022 • Industrial Tech Acquisitions II, Inc. • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2022, by [___]1 (the “Subject Party”) in favor of and for the benefit of Industrial Tech Acquisitions II, Inc., a Delaware corporation, (including any successor entity thereto, the “Purchaser”), NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
