FORM OF VOTING AGREEMENT
EXHIBIT 2.2
FORM OF VOTING AGREEMENT
This
VOTING AGREEMENT (this “Agreement”) is entered
into as of December __, 2019,
between Ayro, Inc., a Delaware corporation (“Company”) and the
undersigned (the “Stockholder”).
WHEREAS, as of the
date hereof, the Stockholder is the sole record and beneficial
owner of and has the sole power to vote (or to direct the voting
of) the number of shares of common stock, par value $0.0001 per
share (the “Common
Shares”) of DropCar, Inc. (“Parent”), set forth
opposite the Stockholder’s name on Schedule I hereto (such Common
Shares together with any other shares of Parent
(“Shares”)
the voting power of which is acquired by such Stockholder during
the period from the date hereof through the date on which this
Agreement is terminated in accordance with its terms (such period,
the “Voting
Period”), are collectively referred to herein as the
“Subject
Shares”);
WHEREAS, Company,
Parent, and ABC Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent (“Merger Sub”) are
concurrently entering into an agreement and plan of merger, dated
as of the date hereof (as amended from time to time, the
“Merger
Agreement”), pursuant to which Merger Sub shall be
merged with and into Company, with Company continuing as the
surviving corporation thereafter (the “Merger”);
WHEREAS, the
adoption of the Merger Agreement requires the affirmative vote of
the holders of a majority in voting power of the outstanding shares
of Parent Common Stock outstanding on the applicable record date;
and
WHEREAS, as an
inducement to Company’s willingness to enter into the Merger
Agreement and consummate the transactions contemplated thereby,
transactions from which the Stockholder believes it will derive
substantial benefits through its ownership interest in Parent, the
Stockholder is entering into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth
herein, the parties agree as follows:
ARTICLE I
DEFINITIONS
SECTION
1.1 Capitalized Terms. For purposes
of this Agreement, capitalized terms used and not defined herein
shall have the respective meanings ascribed to them in the Merger
Agreement.
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ARTICLE II
VOTING AGREEMENT
AND IRREVOCABLE PROXY
SECTION 2.1
Agreement to Vote.
The Stockholder hereby
agrees that, during the Voting Period, and at any duly called
meeting of the stockholders of Parent (or any adjournment or
postponement thereof), or in any other circumstances (including
action by written consent of stockholders in lieu of a meeting)
upon which a vote, adoption or other approval or consent with
respect to the adoption of the Merger Agreement or the approval of
the Merger and any of the transactions contemplated thereby is
sought, the Stockholder shall, if a meeting is held, appear at the
meeting, in person or by proxy, and
shall provide a written consent or vote (or cause to be voted), in
person or by proxy, all its Subject Shares, in each case (i)
in favor of (A) any proposal to adopt and approve or reapprove the
Merger Agreement and the other transactions contemplated thereby
and (B) waiving any notice that may have been or may be required
relating to the Merger or any of the other transactions
contemplated by the Merger Agreement, and (ii) against (X) any
Acquisition Proposal and any action in furtherance of any such
Acquisition Proposal and (Y) any action, proposal, transaction or
agreement that, to the knowledge of the Stockholder, would
reasonably be expected to result in a material breach of any
covenant, representation or warranty or any other obligation or
agreement of the Stockholder under this Agreement. As used herein,
the term “Expiration
Time” shall mean the earliest occurrence of (A) the
Effective Time, (B) the date and time of the valid termination of
the Merger Agreement in accordance with its terms, and the term
“Voting
Period” shall mean such period of time between the
date hereof and the Expiration Time.
SECTION
2.2 Grant of Irrevocable
Proxy. The
Stockholder hereby appoints Company and any designee of Company,
and each of them individually, as the Stockholder’s proxy,
with full power of substitution and resubstitution, to vote,
including by executing written consents, during the Voting Period
with respect to any and all of the Subject Shares on the matters
and in the manner specified in Section 2.1. The
Stockholder shall take all further action or execute such other
instruments as may be necessary to effectuate the intent of any
such proxy. The Stockholder affirms that the irrevocable proxy
given by it hereby with respect to the Merger Agreement and the
transactions contemplated thereby is given to Company by the
Stockholder to secure the performance of the obligations of the
Stockholder under this Agreement. It is agreed that Company (and
its officers on behalf of Company) will use the irrevocable proxy
that is granted by the Stockholder hereby only in accordance with
applicable Legal Requirements and that, to the extent Company (and
its officers on behalf of Company) uses such irrevocable proxy, it
will only vote (or sign written consents in respect of) the Subject
Shares subject to such irrevocable proxy with respect to the
matters specified in, and in accordance with the provisions of,
Section 2.1.
SECTION
2.3 Nature of Irrevocable
Proxy. The proxy
granted pursuant to Section 2.2 to Company by
the Stockholder shall be irrevocable during the term of this
Agreement, shall be deemed to be coupled with an interest
sufficient in law to support an irrevocable proxy and shall revoke
any and all prior proxies or powers of attorney granted by the
Stockholder and no subsequent proxy or power of attorney shall be
given or written consent executed (and if given or executed, shall
not be effective) by the Stockholder with respect thereto. The
proxy that may be granted hereunder shall terminate upon the
termination of this Agreement, but shall survive the death or
incapacity of the Stockholder and any obligation of the Stockholder
under this Agreement shall be binding upon the heirs, personal
representatives and successors of the Stockholder.
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ARTICLE III
COVENANTS
SECTION
3.1 Subject Shares.
(a) The
Stockholder agrees that (i) from the date hereof until the
Effective Time, it shall not, and shall not commit or agree to,
without Company’s prior written consent, directly or
indirectly, whether by merger, consolidation or
otherwise, offer for sale, sell (including short sales),
transfer, tender, pledge, encumber, assign or otherwise dispose of
(including by gift or by operation of law) (collectively, a
“Transfer”), or enter into
any contract, option, derivative, hedging or other agreement or
arrangement or understanding (including any profit-sharing
arrangement) with respect to, or consent to or permit, a Transfer
of, any or all of the Subject Shares or any interest therein; and
(ii) during the Voting Period, it shall not, and shall not commit
or agree to, without Company’s prior written consent, (A)
grant any proxies or powers of attorney with respect to any or all
of the Subject Shares or agree to vote (or sign written consents in
respect of) the Subject Shares on any matter or divest itself of
any voting rights in the Subject Shares, or (B) take any action
that would have the effect of preventing or disabling the
Stockholder from performing its obligations under this Agreement.
Notwithstanding the foregoing, the Stockholder may (1) make
transfers or dispositions of the Subject Shares to any member of
the immediate family of the Stockholders or to any trust for the
direct or indirect benefit of the Stockholder or the immediate
family of the Stockholder, (2) make transfers or dispositions
of the Subject Shares by will, other testamentary document or
intestate succession to the legal representative, heir, beneficiary
or a member of the immediate family of the Stockholder,
(3) make transfers of the Subject Shares to stockholders,
direct or indirect affiliates (within the meaning set forth in
Rule 405 under the Securities Act of 1933, as amended),
current or former partners (general or limited), members or
managers of the Stockholder, as applicable, or to the estates of
any such stockholders, affiliates, partners, members or managers,
or to another corporation, partnership, limited liability company
or other business entity that controls, is controlled by or is
under common control with the Stockholder, (4) make transfers
that occur by operation of law pursuant to a qualified domestic
relations order or in connection with a divorce settlement,
(5) make transfers or dispositions not involving a change in
beneficial ownership and (6) if the Stockholder is a trust,
make transfers or dispositions to any beneficiary of the
Stockholder or the estate of any such beneficiary. The Stockholder
agrees that any Transfer of Subject Shares not permitted hereby
shall be null and void and that any such prohibited Transfer shall
be enjoined. If any voluntary or involuntary transfer of any
Subject Shares covered hereby shall occur (including, but not
limited to, a sale by the Stockholder’s trustee in
bankruptcy, or a sale to a purchaser at any creditor’s or
court sale), the transferee (which term, as used herein, shall
include any and all transferees and subsequent transferees of the
initial transferee) shall take and hold such Subject Shares subject
to all of the restrictions, liabilities and rights under this
Agreement, which shall continue in full force and
effect.
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(b) In
the event of a stock dividend or distribution, or any change in the
Subject Shares by reason of any stock dividend or distribution,
split-up, recapitalization, combination, conversion, exchange of
shares or the like, the term “Subject Shares” shall be
deemed to refer to and include the Subject Shares as well as all
such stock dividends and distributions and any securities into
which or for which any or all of the Subject Shares may be changed
or exchanged or which are received in such transaction. The
Stockholder further agrees that, in the event Stockholder purchases
or otherwise acquires beneficial or record ownership of or an
interest in, or acquires the right to vote or share in the voting
of, any additional Shares, in each case after the execution of this
Agreement, the Stockholder shall deliver promptly to Company
written notice of such event, which notice shall state the number
of additional Shares so acquired. The Stockholder agrees that any
such additional Shares shall be subject to the terms of this
Agreement, including all covenants, agreements, obligations,
representations and warranties set forth herein as if those
additional shares were owned by the Stockholder on the date of this
Agreement.
SECTION
3.2 Stockholder’s Capacity.
All agreements and understandings made herein shall be made solely
in the Stockholder’s capacity as a holder of the Subject
Shares and not in any other capacity.
SECTION
3.3 Other Offers. Except to the
extent Parent is permitted to take such action pursuant to the
Merger Agreement, neither the Stockholder (in the
Stockholder’s capacity as such), shall, nor shall the
Stockholder authorize or permit any of its Representatives to, take
any of the following actions: (i) solicit, initiate, knowingly
encourage or knowingly facilitate an Acquisition Proposal, (ii)
furnish any non-public information regarding Company to any Person
in connection with or in response to an Acquisition Proposal, (iii)
engage in, enter into, continue or otherwise participate in any
discussions or negotiations with any Person with respect to, or
otherwise knowingly cooperate in any way with any person (or any
representative thereof) with respect to, any Acquisition Proposal,
(iv) approve, endorse or recommend or propose to approve, endorse
or recommend, any Acquisition Proposal or (v) enter into any letter
of intent or similar document or any Contract contemplating,
approving, endorsing or recommending or proposing to approve,
endorse or recommend, any Acquisition Transaction or accepting any
Acquisition Proposal; provided, however, that none of the foregoing
restrictions shall apply to the Stockholder’s and its
Representatives’ interactions with Company and its
representatives. Without limiting the foregoing, it is understood
that any violation of the foregoing restrictions by any
Representatives of the Stockholder shall be deemed to be a breach
of this Section 3.3
by the Stockholder. The Stockholder shall, and shall use reasonable
best efforts to cause its Representatives to, immediately cease any
and all existing discussions or negotiations with any Persons
conducted heretofore with respect to any Acquisition
Proposal.
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SECTION
3.4 Communications. During the
Voting Period, the Stockholder shall not, and shall use its
reasonable best efforts to cause its Representatives, if any, not
to, directly or indirectly, make any press release, public
announcement or other public communication that criticizes or
disparages this Agreement or the Merger Agreement or any of the
transactions contemplated hereby and thereby, without the prior
written consent of Company, provided that the foregoing shall not
limit or affect any actions taken by the Stockholder (or any
affiliated officer or director of Stockholder) that would be
permitted to be taken by Stockholder pursuant to the Merger
Agreement. The Stockholder hereby (i) consents to and authorizes
the publication and disclosure by Parent, Merger Sub and Company
(including in any publicly filed documents relating to the Merger
or any transaction contemplated by the Merger Agreement) of: (a)
the Stockholder’s identity; (b) the Stockholder’s
beneficial ownership of the Subject Shares; and (c) the nature of
the Stockholder’s commitments, arrangements and
understandings under this Agreement, and any other information that
Parent, Merger Sub or Company determines to be necessary in any SEC
disclosure document in connection with the Merger or any
transactions contemplated by the Merger Agreement and (ii) agrees
as promptly as practicable to notify Parent, Merger Sub and Company
of any required corrections with respect to any written information
supplied by the Stockholder specifically for use in any such
disclosure document.
SECTION
3.5 Voting Trusts. The Stockholder
agrees that it will not, nor will it permit any entity under its
control to, deposit any of its Subject Shares in a voting trust or
subject any of its Subject Shares to any arrangement with respect
to the voting of such Subject Shares other than as provided
herein.
SECTION
3.6 Waiver of
Appraisal Rights. The Stockholder hereby irrevocably and
unconditionally waives, and agrees not to assert, exercise or
perfect (or attempt to exercise, assert or perfect) any rights of
appraisal or rights to dissent from the Merger or quasi-appraisal
rights that it may at any time have under applicable Legal
Requirements, including Section 262 of the DGCL. The Stockholder
agrees not to commence, join in, facilitate, assist or encourage,
and agrees to take all actions necessary to opt out of any class in
any class action with respect to, any claim, derivative or
otherwise, against Parent, Company or any of their respective
successors, directors or officers, (a) challenging the validity,
binding nature or enforceability of, or seeking to enjoin the
operation of, this Agreement or the Merger Agreement, or (b)
alleging a breach of any fiduciary duty of any Person in connection
with the evaluation, negotiation, entry into or consummation of the
Merger Agreement.
ARTICLE IV
REPRESENTATIONS AND
WARRANTIES OF STOCKHOLDER
The
Stockholder hereby represents and warrants to Company as
follows:
SECTION
4.1 Due
Authorization, etc. The Stockholder is a natural person,
corporation, limited partnership or limited liability company. If
Stockholder is a corporation, limited partnership or limited
liability company, Stockholder is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction in
which it is incorporated, organized or constituted. The Stockholder
has all necessary power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby by the Stockholder have
been duly authorized by all necessary action on the part of the
Stockholder and no other proceedings on the part of the Stockholder
are necessary to authorize this Agreement, or to consummate the
transactions contemplated hereby. This Agreement has been duly
executed and delivered by the Stockholder and (assuming the due
authorization, execution and delivery by Company) constitutes a
valid and binding obligation of the Stockholder, enforceable
against the Stockholder in accordance with its terms, except to the
extent enforcement is limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar Legal Requirements
of general applicability relating to or affecting creditors’
rights and by general equitable principles.
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SECTION
4.2 Ownership
of Shares. Schedule
I hereto sets forth opposite the Stockholder’s name
the Shares over which the Stockholder has sole record and
beneficial ownership as of the date hereof. As of the date hereof,
the Stockholder is the lawful owner of the Shares denoted as being
owned by the Stockholder on Schedule I hereto, has the sole
power to vote or cause to be voted such Shares and has the sole
power to dispose of or cause to be disposed such Shares (other
than, if Stockholder is a partnership or a limited liability
company, the rights and interest of persons and entities that own
partnership interests or units in Stockholder under the partnership
agreement or operating agreement governing Stockholder and
applicable partnership or limited liability company law, or if
Stockholder is a married individual and resides in a state with
community property laws, the community property interest of his or
her spouse to the extent applicable under such community property
laws, which spouse hereby consents to this Agreement by executing
the spousal consent attached hereto). The Stockholder has, and will
at all times up until the Expiration Time have, good and valid
title to the Shares denoted as being owned by the Stockholder on
Schedule I hereto,
free and clear of any and all pledges, mortgages, liens, charges,
proxies, voting agreements, encumbrances, adverse claims, options,
security interests and demands of any nature or kind whatsoever,
other than (i) those created by this Agreement, or (ii) those
existing under applicable securities laws.
SECTION
4.3 No
Conflicts. (a) No filing with any Governmental Body,
and no authorization, consent or approval of any other person is
necessary for the execution of this Agreement by the Stockholder
and (b) none of the execution and delivery of this Agreement by the
Stockholder, the consummation by the Stockholder of the
transactions contemplated hereby or compliance by the Stockholder
with any of the provisions hereof shall (i) conflict with or result
in any breach of the organizational documents of the Stockholder,
(ii) result in, or give rise to, a violation or breach of or a
default under any of the terms of any material contract,
understanding, agreement or other instrument or obligation to which
the Stockholder is a party or by which the Stockholder or any of
the Subject Shares or its assets may be bound or (iii) violate any
applicable order, writ, injunction, decree, judgment, statute, rule
or regulation, except for any of the foregoing as would not
reasonably be expected to impair the Stockholder’s ability to
perform its obligations under this Agreement.
SECTION
4.4 Finder’s
Fees. No investment banker, broker, finder or other
intermediary is entitled to a fee or commission from Parent, Merger
Sub or Company in respect of this Agreement based upon any Contract
made by or on behalf of the Stockholder, solely in the
Stockholder’s capacity as a stockholder of
Parent.
SECTION
4.5 No
Litigation. As of the date of this Agreement, there is no
Legal Proceeding pending or, to the knowledge of the Stockholder,
threatened against the Stockholder that would reasonably be
expected to impair the ability of the Stockholder to perform its
obligations hereunder or consummate the transactions contemplated
hereby.
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ARTICLE V
TERMINATION
SECTION
5.1 Termination. This Agreement shall automatically
terminate, and neither Company nor the Stockholder shall have any
rights or obligations hereunder and this Agreement shall become
null and void and have no effect upon the earliest to occur of: (a)
the Effective Time; or (b) the valid termination of the Merger
Agreement in accordance with its terms. The parties acknowledge
that, upon termination of this Agreement as permitted under and in
accordance with the terms of this Article V, no party to this
Agreement shall have the right to recover any claim with respect to
any losses suffered by such party in connection with such
termination, except that, subject to Section 6.11, the termination
of this Agreement shall not relieve either party to this Agreement
from liability for such party’s intentional breach of any
terms of this Agreement. Notwithstanding anything to the contrary
herein, the provisions of this Article V and Article VI shall survive the
termination of this Agreement.
ARTICLE VI
MISCELLANEOUS
SECTION
6.1 Further
Actions. Subject to the
terms and conditions set forth in this Agreement, the Stockholder agrees to take any and all
actions and to do all things reasonably necessary to effectuate
this Agreement.
SECTION
6.2 Fees
and Expenses. Except as otherwise specifically provided
herein, each party shall bear its own expenses in connection with
this Agreement and the transactions contemplated
hereby.
SECTION
6.3 Amendments,
Waivers,
etc. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto and specifically
referencing this Agreement. The failure of any party to assert any
rights or remedies shall not constitute a waiver of such rights or
remedies.
SECTION
6.4 Notices.
Any notice, request, instruction or other document required to be
given hereunder shall be sufficient if in writing, and sent by
confirmed electronic mail transmission of a “portable
document format” (“.pdf”) attachment (provided
that any notice received by electronic mail transmission or
otherwise at the addressee’s location on any business day
after 5:00 p.m. (addressee’s local time) shall be deemed to
have been received at 9:00 a.m. (addressee’s local time) on
the next business day), by reliable overnight delivery service
(with proof of service), or hand delivery, addressed as
follows:
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If to
Company, to
Ayro,
Inc.
000 X.
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx
Xxxx, XX 00000
Attention: Xxxxxx
Xxxxxx and Xxxxxx Xxxxx
E-Mail:
xxx.xxxxxx@xxxx.xxx and xxxx.xxxxx@xxxx.xxx
with
a copy to (which shall not constitute notice):
Xxxxxx
and Xxxxx, LLP
00
Xxxxxxxxxxx Xxxxx
00xx
Xxxxx
Xxx
Xxxx, XX 00000
Attn.: Xxxx
X. Xxxxxx
Xxxx
Xxxxxx
E-Mail:
xxxx.xxxxxx@xxxxxxxxxxx.xxx
xxxx.xxxxxx@xxxxxxxxxxx.xxx
If to the Stockholder, to the address or
electronic mail address set forth on the signature pages
hereto, or to such other person or
address as any party shall specify by written notice so
given.
SECTION
6.5 Headings. Headings of the
Articles and Sections of this Agreement are for convenience of the
parties only and shall be given no substantive or interpretive
effect whatsoever.
SECTION
6.6 Severability. The provisions of
this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof. If any provision of
this Agreement, or the application of such provision to any person
or any circumstance, is invalid or unenforceable (a) a suitable and
equitable provision shall be substituted therefor in order to carry
out, so far as may be valid and enforceable, the intent and purpose
of such invalid or unenforceable provision and (b) the remainder of
this Agreement and the application of such provision to other
persons or circumstances shall not be affected by such invalidity
or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the
application of such provision, in any other
jurisdiction.
SECTION
6.7 Entire
Agreement; Assignment. This Agreement constitutes the entire
agreement, and supersedes all other prior agreements and
understandings, both written and oral, between the parties, or any
of them, with respect to the subject matter hereof. Neither this
Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of
the other parties, except that without consent, Company may assign
all or any of its rights and obligations hereunder to any of its
Affiliates that assume the rights and obligations of Company under
the Merger Agreement. Subject to the preceding two sentences, this
Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties hereto and their respective successors
and permitted assigns. Notwithstanding anything to the contrary set
forth herein, the Stockholder agrees that this Agreement and the
obligations hereunder shall be binding upon any Person to which
record or beneficial ownership of the Stockholder’s Subject
Shares shall pass, whether by operation or law or otherwise,
including the Stockholder’s heirs, guardians, administrators
or successors and assigns, and the Stockholder agrees to take all
actions necessary to effect the foregoing.
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SECTION
6.8 Governing
Law. THIS AGREEMENT AND ALL QUESTIONS RELATING TO THE
INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT SHALL BE DEEMED TO
BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND
GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE
EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER
JURISDICTION.
SECTION
6.9 Specific
Performance. The
Stockholder acknowledges that any breach of this Agreement would
give rise to irreparable harm for which monetary damages would not
be an adequate remedy and each of Company and Parent shall be
entitled to a decree of specific performance and to temporary,
preliminary and permanent injunctive relief to prevent breaches or
threatened breaches of any of the provisions of this Agreement,
without the necessity of proving the inadequacy of monetary damages
as a remedy, which shall be the sole and exclusive remedy for any
such breach.
SECTION
6.10 Submission to
Jurisdiction. The parties hereby irrevocably submit to the
exclusive personal jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan, and hereby
waive, and agree not to assert, as a defense in any action, suit or
proceeding for the interpretation or enforcement hereof, that it is
not subject thereto or that such action, suit or proceeding may not
be brought or is not maintainable in said courts or that the venue
thereof may not be appropriate or that this Agreement may not be
enforced in or by such courts, and the parties hereto irrevocably
agree that all claims relating to such action, suit or proceeding
shall be heard and determined in such courts. The parties hereby
consent to and grant any such court jurisdiction over the person of
such parties and, to the extent permitted by law, over the subject
matter of such dispute and agree that mailing of process or other
papers in connection with any such action or proceeding in the
manner provided in Section
6.4 or in such other manner as may be permitted by Legal
Requirements shall be valid and sufficient service
thereof.
SECTION
6.11 Waiver of Jury
Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
(iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.11.
SECTION
6.12 Counterparts. This Agreement
may be executed in two or more counterparts (including by facsimile
transmission or other means of electronic transmission, such as by
electronic mail in “pdf” form), each of which shall be
an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument, and shall become effective
when one or more counterparts have been signed by each of the
parties and delivered (by facsimile or otherwise) to the other
parties.
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IN
WITNESS WHEREOF, Company and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above
written.
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AYRO, INC.
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By:
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Name:
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Title:
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[Investor]
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Address:
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Electronic Mail
Address:
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