AGREEMENT AND PLAN OF MERGER by and among APPLIED INTUITION, INC. AZARA MERGER SUB, INC. and EMBARK TECHNOLOGY, INC.Merger Agreement • May 25th, 2023 • Embark Technology, Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 25, 2023, by and among Applied Intuition, Inc., a Delaware (“Parent”), Azara Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), and Embark Technology, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub, and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article X.
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 25th, 2023 • Embark Technology, Inc. • Services-computer integrated systems design
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is made and entered into as of May 25, 2023, by and between Embark Technology, Inc. (formerly known as Northern Genesis Acquisition Corp. II), a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 25th, 2023 • Embark Technology, Inc. • Services-computer integrated systems design • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of May 25, 2023, by and among Applied Intuition, Inc., a Delaware corporation (“Parent”), Embark Technology, Inc., a Delaware corporation (the “Company”), and the stockholder of the Company signatory hereto (the “Supporting Stockholder”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 25th, 2023 • Embark Technology, Inc. • Services-computer integrated systems design • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of May 25, 2023, by and among Applied Intuition, Inc., a Delaware corporation (“Parent”), Embark Technology, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company signatory hereto (the “Supporting Stockholders”).
