AGREEMENT AND PLAN OF MERGER by and among TUSCAN HOLDINGS CORP., TSCN MERGER SUB INC.Merger Agreement • February 5th, 2021 • Tuscan Holdings Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 1st day of February, 2021, by and among Tuscan Holdings Corp., a Delaware corporation (“Parent”), TSCN Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Microvast, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company may be referred to herein, collectively, as the “Parties” and, individually, as a “Party”.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 5th, 2021 • Tuscan Holdings Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Tuscan Holdings Corp., a Delaware corporation (the “Company”), and Microvast, Inc., a Delaware corporation (“Microvast”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the undersigned being referred to herein as the “Purchase Price”), on the terms and subject to the conditions contained herein. In connection with the Transaction, certain other institutional “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) have entered into separate subscription agreements with the Company (the “Other Subs
SUBSCRIPTION AGREEMENTSubscription Agreement • February 5th, 2021 • Tuscan Holdings Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Tuscan Holdings Corp., a Delaware corporation (the “Company”), and Microvast, Inc., a Delaware corporation (“Microvast”), to be effected pursuant to that certain Merger Agreement, dated on or about the date hereof, by and among the Company, Microvast and the other parties thereto (the “Merger Agreement”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature page hereof in exchange for a promissory note in favor of the Company (the “Promissory Note”) with a total principal amount equal to RMB 30,000,000 (the “Purchase Price”) to be executed and delivered at the Subscription Closing pursuant to the terms of that certain Framework Agreement, dated on or about the date hereof, by and among the Company, Microvast,
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 5th, 2021 • Tuscan Holdings Corp. • Blank checks • Delaware
THIS SPONSOR SUPPORT AGREEMENT, dated as of February 1, 2021 (this “Agreement”), by and among Tuscan Holdings Acquisition LLC, a Delaware limited liability company (“Sponsor”), Microvast, Inc., a Delaware corporation (the “Company”), Tuscan Holdings Corp., a Delaware corporation (“Parent”), and certain of the Parent Stockholders whose names appear on the signature pages of this Agreement (such Parent Stockholders and Sponsor collectively, the “Sponsor Members”).
FRAMEWORK AGREEMENTFramework Agreement • February 5th, 2021 • Tuscan Holdings Corp. • Blank checks • Delaware
This FRAMEWORK AGREEMENT (this “Framework Agreement”), is made and entered into as of February 1, 2021 (the “Effective Date”), by and among:
