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) 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. 2.1 Form of Services Agreement 2.2 Form of Tax AllocationAgreement 2.3 Forms of License Agreements
Exhibit Description. Exhibit 2.2(b)(ii) Certification of Trust of Rxxxxx Xxxxxxxxx, as trustee of the Trust
Exhibit Description. Exhibit A-1 Description of Seller’s Property Exhibit A-2 Assessor’s Parcel Map Exhibit B Personal Property Exhibit C Leases Exhibit D Contracts and Agreements Exhibit E Form of Tenant Estoppel Certificate Exhibit F EFI Lease Exhibit G Intentionally Omitted 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 Gilead Sublease Termination 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. (a) Indenture relating to the 11.75% Senior Discount Notes due 2010, dated as of January 12, 2000, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Xxxxxx Trust and Savings Bank (Incorporated by reference to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)) 4.3(b) Form of 11.75% Senior Discount Note due 2010 (included in Exhibit No. 4.3(a)) (Incorporated by reference to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)) 4.3(c) Exchange and Registration Rights Agreement, dated January 12, 2000, by and among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, Xxxxxxx, Xxxxx & Co., Chase Securities Inc., FleetBoston Xxxxxxxxx Xxxxxxxx Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated, TD Securities (USA) Inc., First Union Securities, Inc., PNC Capital Markets, Inc. and SunTrust Equitable Securities Corporation, relating to the 11.75% Senior Discount Notes due 2010 (Incorporated by reference to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)) 4.4(a) Indenture relating to the 8.250% Senior Notes due 2007, dated as of March 17, 1999, between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Xxxxxx Trust and Savings Bank (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)) 4.4(b) Indenture relating to the 8.625% Senior Notes due 2009, dated as of March 17, 1999, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Xxxxxx Trust and Savings Bank (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)) 4.4(c) Indenture relating to the 9.920% Senior Discount Notes due 2011, dated as of March 17, 1999, among Charter ...
Exhibit Description. (e) Assignment of Purchase Agreement with Xxxxxx Acquisition Partners L.L.L.P., dated as of June 30, 1999, by and between Charter Communications, Inc. (now called Charter Investment, Inc.) and Charter Communications Operating, LLC (Incorporated by reference to Amendment No. 4 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on July 22, 1999 (File No. 333-77499)) 2.7(f) Assignment of RAP Indemnity Agreement, dated as of June 30, 1999, by and between Charter Communications, Inc. (now called Charter Investment, Inc.) and Charter Communications Operating, LLC (Incorporated by reference to Amendment No. 4 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on July 22, 1999 (File No. 333-77499)) 2.7(g) Amendment to the Purchase Agreement with InterLink Communications Partners, LLLP, dated June 29, 1999 (Incorporated by reference to Amendment No. 6 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on August 27, 1999 (File No. 333-77499))
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
Exhibit Description. A Assignment and Assumption Agreement B Xxxx of Sale C Buyer's Closing Certificate D Escrow Agreement E Seller's Closing Certificate F Employment Agreement with Xxxx Xxxxxx G Form of Employment Agreement with Phantom Shareholders H Closing Net Working Capital Worksheet I Note J General Release and Covenant Not to Xxx ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, made as of October 13, 1995 by and among Cadmus Communications Corporation, a Virginia corporation ("Cadmus"), Software Acquisition Subsidiary, Inc., a Virginia corporation ("Buyer") and wholly-owned subsidiary of Cadmus, The Software Factory, Inc., a Georgia corporation ("Seller"), Xxxxxxx X. Xxxxxx, the sole shareholder of Seller ("Shareholder"), and Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxx, Xxxxx X. Xxxxx, and Xxxxxxx Xxxxx Xxxxxxx (collectively, "Phantom Shareholders"), provides as follows:
Exhibit Description. A Form of Certificate of Designations, Preferences and Rights of the Series A Preferred Stock B Form of Warrant Schedule Description -------- ----------- I Purchasers SECURITIES PURCHASE AGREEMENT, dated as of September 22, 2000, among BANCTEC, INC., a Delaware corporation (the "Company") and the several persons named in Schedule I hereto (each a "Purchaser" and collectively the "Purchasers").
Exhibit Description. A Form of Guaranty B Form of Affiliates Agreement C Description of Land D Form of Opinion of Xxxxx & Oakley, PLLC E Form of Opinion of Tribler Orpett & Xxxxx, Professional Corporation F Form of Opinion of Crary, Buchanan, Bowdish, Bovie, Xxxxx, Xxxxxx & Xxxxxx
