COMMON STOCK PURCHASE WARRANT MICT, INC.Common Stock Purchase Warrant • March 4th, 2021 • MICT, Inc. • Electronic components & accessories • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MICT, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2021 • MICT, Inc. • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 10, 2021, between MICT, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between MICRONET ENERTEC TECHNOLOGIES, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters MICRONET ENERTEC TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2013 • Micronet Enertec Technologies, Inc. • Electronic components & accessories • New York
The undersigned, Micronet Enertec Technologies, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Micronet Enertec Technologies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 4th, 2021 • MICT, Inc. • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 2, 2021, between MICT, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • August 14th, 2019 • MICT, Inc. • Electronic components & accessories
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) [________], 20212, and (ii) the later of (a) 180 days after the closing of a Change of Control Transaction (defined below), and (b) the next equity or debt financing of MICT, Inc. a Delaware corporation (the “Company”) or the successor entity in such Change of Control Transaction in the minimum amount of $20,000,000 (the “Termination Date”), but not thereafter, to subscribe for and purchase from the Company, up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, a
CONVERTIBLE PROMISSORY NOTE DUE _____, 2022Convertible Security Agreement • April 21st, 2020 • MICT, Inc. • Electronic components & accessories • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Convertible Notes of MICT, Inc., a Delaware corporation (the “Company”), having its principal place of business at 28 West Grand Avenue, Suite 3, Montvale, New Jersey 07645, designated as its Convertible Note due _____, 2022 (this note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2019 • MICT, Inc. • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”), dated as of November 7, 2019, is entered into between MICT, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2018 • Micronet Enertec Technologies, Inc. • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2018 between Micronet Enertec Technologies, Inc. (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2019 • MICT, Inc. • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [______], 2019, between MICT, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
BETWEENTenancy Agreement • January 8th, 2004 • Lapis Technologies Inc • Electronic & other electrical equipment (no computer equip)
EXHIBIT 10.5 Document: DC-95083 of the 26th June 1995 CONTRACT ON EXCLUSIVE DISTRIBUTION REGARDING THE SALE OF THE PRODUCTS GAIA CONVERTER BY THE COMPANY ENERTEC (ISRAEL) BETWEEN: THE COMPANY GAIA CONVERTER SA, CAPITAL F 790.000 REGISTERED AT THE...Exclusive Distribution Agreement • January 8th, 2004 • Lapis Technologies Inc • Electronic & other electrical equipment (no computer equip)
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT MICT, INC.Placement Agent Common Stock Agreement • March 4th, 2021 • MICT, Inc. • Electronic components & accessories • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 4, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MICT, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
MICT, INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • September 4th, 2020 • MICT, Inc. • Electronic components & accessories • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
betweenLease Agreement • January 8th, 2004 • Lapis Technologies Inc • Electronic & other electrical equipment (no computer equip)
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • April 22nd, 2013 • Micronet Enertec Technologies, Inc. • Electronic components & accessories • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [_____], 2014 [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [_____], 2018 [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS].
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2019 • MICT, Inc. • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [_____], 2019, between MICT, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 17th, 2022 • MICT, Inc. • Electronic components & accessories • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 10, 2022 by and among (i) MICT, Inc., a Delaware corporation (together with its successors, the “Purchaser”), (ii) MICT Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) Tingo, Inc., a Nevada corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
ContractPurchase Warrant Agreement • June 9th, 2017 • Micronet Enertec Technologies, Inc. • Electronic components & accessories • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN A BONA FIDE OFFICER OR PARTNER OF YA II PN LTD.
EMCO HIGH VOLTAGE CO. --------------------------------------------------------- ----------------------- POWER SUPPLY MANUFACTURER ----------------------------- ---------------------------------------------------Sales Representative Agreement • January 8th, 2004 • Lapis Technologies Inc • Electronic & other electrical equipment (no computer equip)
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • February 9th, 2023 • MICT, Inc. • Insurance agents, brokers & service
On October 6, 2022, Tingo, Inc., a Nevada corporation (“Tingo” or the “Seller”), entered into the Second Amended and Restated Merger Agreement (the “Second Amended Agreement”) with MICT, Inc., a Delaware corporation (“MICT”), which amends the Amended and Restated Merger Agreement between the parties dated June 15, 2022 (the “Amended Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2018 • Micronet Enertec Technologies, Inc. • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is entered into as of March 29, 2018, by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Purchaser”), MICRONET ENERTEC TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company” or an “Issuer”), and ENERTEC ELECTRONICS LTD., a corporation organized and existing under the laws of the State of Israel (“Enertec” or an “Issuer” and collectively with the Company, the “Issuers”).
MICRONET ENERTEC TECHNOLOGIES, INC. FORM OF WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 22nd, 2013 • Micronet Enertec Technologies, Inc. • Electronic components & accessories • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of April ___, 2013 (the “Issuance Date”), between Micronet Enertec Technologies, Inc., a Delaware corporation, with offices at 70 Kinderkamack Road, Emerson, New Jersey 07630 (“Company”), and Continental Stock Transfer & Trust Co., with offices at 17 Battery Place, 8th Floor, New York, New York 10004 (“Warrant Agent”).
STANDBY EQUITY DISTRIBUTION AGREEMENTStandby Equity Distribution Agreement • August 25th, 2017 • Micronet Enertec Technologies, Inc. • Electronic components & accessories • New York
THIS STANDBY EQUITY DISTRIBUTION AGREEMENT dated as of August 22, 2017 (this “Agreement”) is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and MICRONET ENERTEC TECHNOLOGIES, INC., a company organized under the laws of the State of Delaware (the “Company”).
AGREEMENT It is mutually agreed as follows:Manufacturer's Representative Agreement • January 8th, 2004 • Lapis Technologies Inc • Electronic & other electrical equipment (no computer equip) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2020 • MICT, Inc. • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _________, 2020, between MICT, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractPurchase Warrant • December 21st, 2018 • MICT, Inc. • Electronic components & accessories • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN A BONA FIDE OFFICER OR PARTNER OF YA II PN LTD.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 16th, 2022 • MICT, Inc. • Electronic components & accessories • New York
This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is made and entered into as of June 15, 2022 by and among (i) MICT, Inc., a Delaware corporation (together with its successors, the “Purchaser”), (ii) MICT Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Darren Mercer, an individual, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) 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”), (iv) Dozy Mmobousi, an individual, in the capacity as the representative 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 (t
MICT, Inc.Placement Agent Agreement • March 4th, 2021 • MICT, Inc. • Electronic components & accessories • New York
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • February 9th, 2023 • MICT, Inc. • Insurance agents, brokers & service
On October 6, 2022, Tingo, Inc., a Nevada corporation (“Tingo” or the “Seller”), entered into the Second Amended and Restated Merger Agreement (the “Second Amended Agreement”) with MICT, Inc., a Delaware corporation (“MICT”), which amends the Amended and Restated Merger Agreement between the parties dated June 15, 2022 (the “Amended Agreement”).
NOTE AND WARRANT PURCHASE AGREEMENT by and between LAPIS TECHNOLOGIES INC. (“Company”) and UTA CAPITAL LLC (“Purchaser”)Note and Warrant Purchase Agreement • November 19th, 2012 • Lapis Technologies Inc • Electronic components & accessories • New York
This AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 31, 2012, by and between Lapis Technologies Inc., a Delaware corporation (the “Company”), and UTA Capital LLC, a Delaware limited liability company (“Purchaser”).
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 14th, 2022 • MICT, Inc. • Electronic components & accessories • New York
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) Darren Mercer, 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 t
Lock-Up AgreementLock-Up Agreement • March 4th, 2021 • MICT, Inc. • Electronic components & accessories • New York
BigBand Networks, Inc. 3 Azrleli Tower Floor #36 Tel Aviv 67023 BIGBAND NETWORKS Phone: 03-607-1172 Fax: 03-607-1222 irisb@bigbandnet.com -------------------- ANNUAL AGREEMENT - YEAR 2001 February 05, 2001 Agreement between ------------------ BigBand...Annual Agreement • January 8th, 2004 • Lapis Technologies Inc • Electronic & other electrical equipment (no computer equip)
COMPANY PLEDGE AND SECURITY AGREEMENTCompany Pledge and Security Agreement • September 7th, 2011 • Lapis Technologies Inc • Electronic components & accessories • New York
This COMPANY PLEDGE AND SECURITY AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of September 1, 2011, by and between Lapis Technologies Inc., a Delaware corporation (the “Pledgor,” or the “Company”) and UTA Capital LLC, a Delaware limited liability company (the “Pledgee”).
SECOND WAIVER AND FORBEARANCE AGREEMENTWaiver and Forbearance Agreement • September 29th, 2023 • Tingo Group, Inc. • Food and kindred products • Delaware
This SECOND WAIVER AND FORBEARANCE AGREEMENT (this “Agreement”) is given and entered into as of September 28, 2023, by and between Tingo Group, Inc. (f/k/a MICT, Inc.), a Delaware corporation, (the “Company”), and Agri-Fintech Holdings, Inc. (f/k/a Tingo Inc.), a Nevada corporation (the “Holder”), as applicable. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in that certain Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock filed by the Company with the Secretary of State of the State of Delaware on November 30, 2022 (the “Series B Certificate of Designations”).
