AGREEMENT AND PLAN OF MERGER by and among NAPHTHA ISRAEL PETROLEUM CORPORATION LTD., NAPHTHA HOLDING LTD., I.O.C. - ISRAEL OIL COMPANY, LTD., NAPHTHA US OIL, INC. and ISRAMCO, INC. Dated as of May 20, 2019Merger Agreement • May 20th, 2019 • Isramco Inc • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 20, 2019 (this “Agreement”), by and among Isramco, Inc., a Delaware corporation (the “Company”), Naphtha Israel Petroleum Corporation Ltd., an Israeli public company (“Naphtha”), Naphtha Holding Ltd., an Israeli private company and a direct wholly owned Subsidiary of Naphtha (“NHL”), I.O.C. - Israel Oil Company, Ltd., an Israeli private company and a Subsidiary of Naphtha (“Parent”), and Naphtha US Oil, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub” and, together with Naphtha, NHL and Parent, the “Purchaser Parties”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.1.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 20th, 2019 • Isramco Inc • Crude petroleum & natural gas • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [__________], [___], 2019, by and among Isramco, Inc., a Delaware corporation (the “Company”), Naphtha Israel Petroleum Corporation Ltd., an Israeli public company (“Naphtha”), Naphtha Holding Ltd., an Israeli private company and a direct wholly owned Subsidiary of Naphtha (“NHL”), I.O.C. - Israel Oil Company, Ltd., an Israeli private company and a Subsidiary of Naphtha (“Parent”), and Naphtha US Oil, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub” and, together with Naphtha, NHL and Parent, the “Naphtha Group”) and [__________________] (the “Indemnified Party”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 20th, 2019 • Isramco Inc • Crude petroleum & natural gas • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 20, 2019, by and among Naphtha Holding Ltd., an Israeli private company and a direct wholly owned Subsidiary of Naphtha (as defined herein) (“NHL”), I.O.C. - Israel Oil Company, Ltd., an Israeli private company and a Subsidiary of Naphtha (“Parent”), Isramco, Inc., a Delaware corporation (the “Company”), and Haim Tsuff, an individual (“Tsuff” and, together with NHL and Parent, the “Stockholders” and each a “Stockholder”).
