ContractMICT, Inc. • December 21st, 2018 • 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.
VOTING AGREEMENTVoting Agreement • December 21st, 2018 • MICT, Inc. • Electronic components & accessories • New York
This Voting Agreement (this “Agreement”) is made as of __________________, 2018 by and among (i) MICT, Inc., a Delaware corporation (together with its successors, “MICT”), (ii) BNN Technology PLC., a United Kingdom private limited corporation (“BNN”), and (iii) the undersigned stockholder (“Holder”) of MICT. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Acquisition Agreement (defined below).
ACQUISITION AGREEMENT by and among MICT, INC. as MICT, GLOBAL FINTECH HOLDINGS LTD., as BVI Pubco, GFH MERGER SUB INC., as Merger Sub, BNN TECHNOLOGY PLC, as BNN, BROOKFIELD INTERACTIVE (HONG KONG) LIMITED, as BI China, THE SHAREHOLDERS OF BI CHINA...Acquisition Agreement • December 21st, 2018 • MICT, Inc. • Electronic components & accessories • New York
This ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2018 by and among (i) MICT, Inc., a Delaware corporation (together with its successors, “MICT”), (ii) Global Fintech Holdings Ltd., a British Virgin Islands corporation (“BVI Pubco”), (iii) GFH Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of BVI Pubco (“Merger Sub”) (iv) BNN Technology PLC, a United Kingdom private limited company (“BNN”), (v) Brookfield Interactive (Hong Kong) Limited, a Hong Kong company, and a subsidiary of BNN (“BI China”), (vi) the shareholders of BI China signatory hereto (together with BNN, the “BI China Sellers”),(vii) ParagonEx LTD, a British Virgin Islands company (“ParagonEx”), (viii) the holders of ParagonEx’s outstanding ordinary shares named on Annex I hereto (collectively, the “ParagonEx Executing Shareholders”) and the 102 Trustee as registered holder on behalf of all ParagonEx Executing Shareholders who are beneficial owners of 102
