Exhibit Description Clause Samples

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 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) ▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as trustee of the Trust

Exhibit Description. Exhibit A Form of Seller Joinder Exhibit B Form of Lock-Up Agreement Exhibit C Sponsor Agreement Exhibit D Insider Letter Amendment Exhibit E Share Transfer Agreement This Business Combination Agreement (this “Agreement”) is made and entered into as of November 22, 2024 (the “Signing Date”) by and among (i) ▇▇▇▇▇▇ Acquisition I Corp., a Delaware corporation (together with its successors, “HUDA”), (ii) EUROEV Holdings Limited, a British Virgin Islands business company (“Pubco”), (iii) Aiways Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) Aiways Automobile Europe GmbH, a German limited liability company (the “Company”), (v) Aiways Tech Limited, a Hong Kong company (the “Signing Seller”), and (vi) each of the other holders of the Company’s shares that, after the Registration Statement Effective Date (as defined below), execute and deliver to the Pubco, HUDA and the Company a joinder agreement in substantially the form attached as Exhibit A hereto (each, a “Seller Joinder”) to become party to this Agreement, which Seller Joinder shall be accepted in writing and executed and delivered by the Pubco, HUDA and the Company, and which Seller Joinder shall contain an acknowledgement by such holder of Company Shares that it has received the Registration Statement (collectively, the “Joining Sellers” and, together with the Signing Seller, the “Sellers”). HUDA, Pubco, Merger Sub, the Company and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

Exhibit Description. 2.1 Form of Services Agreement 2.2 Form of Tax AllocationAgreement 2.3 Forms of License Agreements

Exhibit Description. Asset Exchange Agreement, dated April 20, 1999, among InterMedia Partners Southeast, Charter Communications, LLC, Charter Communications Properties, LLC, and Marcus Cable Associates, L.L.C. (Incorporated by reference to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)) 2.6(d)(i) Amendment to Asset Exchange Agreement, made as of October 1, 1999, by and among InterMedia Partners Southeast and Charter Communications, LLC, Charter Communications Properties, LLC and Marcus Cable Associates, L.L.C. (Incorporated by reference to Amendment No. 3 to the registration statement on Form S-1 of Charter Communications, Inc. filed on October 18, 1999 (File No. 333-83887)) 2.6(e) Asset Exchange Agreement, dated April 20, 1999, among InterMedia Partners, a California Limited Partnership, Brenmor Cable Partners, L.P. and ▇▇▇▇▇ Media Group, Inc. (Incorporated by reference to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)) 2.6(f) Common Agreement, dated April 20, 1999, between InterMedia Partners, InterMedia Partners Southeast, InterMedia Partners of West Tennessee, L.P., InterMedia Capital Partners IV, L.P., InterMedia Partners IV, L.P., Brenmor Cable Partners, L.P., TCID IP-V, Inc., Charter Communications, LLC, Charter Communications Properties, LLC, Marcus Cable Associates, L.L.C. and Charter RMG, LLC (Incorporated by reference to Amendment No. 3 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on July 2, 1999 (File No. 333-77499)) (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)

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 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) ▇▇▇▇▇▇ 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 Form of Voting Agreement Exhibit B Form of Non-Competition Agreement Exhibit C Form of ▇▇▇▇▇▇ Employment Agreement This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 19, 2021 by and among (i) BioLife Solutions, Inc., a company incorporated in Delaware (the “Purchaser”), (ii) BLFS Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in the capacity as the representatives from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (collectively, the “Seller Representative”), and (v) Global Cooling, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

Exhibit Description. Exhibit A Company Contributed Units and Purchaser Exchanged Shares Exhibit B Form of Employment Agreement Exhibit C Form of Restrictive Covenant Agreement Exhibit D Form of Resignation Exhibit E Form of Indemnification Agreement Purchaser Disclosure Schedule Company Disclosure Schedule THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of August 7, 2022 (the “Agreement Date”) and is by and among Longevity Biomedical, Inc., a Delaware corporation (the “Purchaser”), Novokera, LLC, a Nevada limited liability company (the “Company”), A▇▇▇▇▇▇ ▇▇▇ (the “Owner”), and A▇▇▇▇▇▇ ▇▇▇, solely in his capacity as the representative of the Owners (the “Owners’ Representative”). The Purchaser, the Company, the Owners and the Owners’ Representative are each referred to herein as a “Party” and collectively as the “Parties.”

Exhibit Description. Exhibit A-1 Form of Seller Lock-Up Agreement Exhibit A-2 Form of KAVL Holder Lock-Up Agreement Exhibit B Form of Voting Agreement This MERGER AND SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2024, by and among (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, “Delta”), (ii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) KAVL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) Kaival Brands Innovations Group, Inc., a Delaware corporation (“KAVL”), and (v) each of the holders of outstanding capital stock of Delta named on Annex I hereto (collectively, the “Sellers”). Delta, Pubco, Merger Sub, KAVL and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Article XIII hereof.