Common use of Trademark Applications Clause in Contracts

Trademark Applications. None The undersigned and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, Address: VOLTAGE VEHICLES By: Name: Title: Address: R. A. P. GROUP, INC. By: Name: Title: Address: ZAP RENTAL OUTLET By: Name: Title: Address: ZAP MANUFACTURING, INC. By: Name: Title: Acknowledged and Accepted: Surge Capital II, LLC, as Administrative Agent By: Name: Title: ACKNOWLEDGMENT AND CONSENT The undersigned hereby acknowledges receipt of a copy of that certain Master Financing Agreement of even date herewith among ZAP, a California corporation, Surge Capital II, LLC, a Delaware limited liability company, as Administrative Agent and the Lenders from time to time party thereto (as same, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, being herein referred to as the “Financing Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Financing Agreement. The undersigned agrees for the benefit of the Administrative Agent and the Lenders that it will be bound by the terms of the Financing Agreement and will comply with the terms of Articles 5 and 6 thereof insofar as such terms are applicable to the undersigned. ZAP Manufacturing, Inc. a Nevada corporation By: Name: Title:

Trademark Applications. None The undersigned and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, Address: VOLTAGE VEHICLES By: Name: Title: Address: R. A. P. GROUP, INC. By: Name: Title: Address: ZAP RENTAL OUTLET By: Name: Title: Address: ZAP MANUFACTURING, INC. By: Name: Title: Acknowledged and Accepted: Surge Capital II, LLC, as Administrative Agent By: Name: Title: ACKNOWLEDGMENT AND CONSENT The undersigned hereby acknowledges receipt of a copy of that certain Master Financing Agreement of even date herewith among ZAP, a California corporation, Surge Capital II, LLC, a Delaware limited liability company, as Administrative Agent and the Lenders from time to time party thereto (as same, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, being herein referred to as the “Financing Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Financing Agreement. The undersigned agrees for the benefit of the Administrative Agent and the Lenders that it will be bound by the terms of the Financing Agreement and will comply with the terms of Articles 5 and 6 thereof insofar as such terms are applicable to the undersigned. ZAP ManufacturingRental Outlet, Inc. a Nevada California corporation By: Name: Title:: Execution Copy SUBSIDIARY GUARANTY September 12, 2005 FOR VALUABLE CONSIDERATION, and to induce the Lenders, as defined in that certain Master Financing Agreement, dated as of even date herewith, among ZAP, a California corporation (the “Borrower”), the Lenders from time to time parties thereto and Surge Capital II, LLC, a Delaware limited liability company, as Administrative Agent (the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Financing Agreement”), to make loans or extend other accommodations to or for the account of the Borrower, each Person listed on the signature pages hereof under the heading “Subsidiary Guarantors” (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Borrower, each a “Credit Party” and, collectively, the “Credit Parties”) gives this Subsidiary Guaranty (this “Guaranty”) and absolutely, irrevocably and unconditionally guarantees to the Administrative Agent and the Lenders the full and prompt payment, when due, whether at the scheduled date or maturity or upon any acceleration or otherwise, of all obligations of the Borrower to the Lenders relating to or arising out of the Financing Agreement, including all Loans and Notes made under the Financing Agreement, the aggregate unpaid principal of and interest on, and all other amounts owing in respect of, such Loans, and any further amendments, extensions, renewals, replacements, increases and refinancings of any Loans or Notes (all such obligations, including every promissory note and any other agreement given by the Borrower evidencing an obligation to the Lenders thereunder, collectively referred to as the “Obligations”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Financing Agreement. The liability of each Guarantor under this Guaranty shall include accrued interest and all attorneys’ fees, collection costs and enforcement expenses incurred by the Administrative Agent and the Lenders in collecting on and enforcing their rights under the Obligations, and all such costs and expenses incurred by the Administrative Agent and the Lenders in connection with the protection, defense, or enforcement of this Guaranty in any litigation, bankruptcy or other insolvency proceedings. The Administrative Agent and the Lenders may apply any sums received by or available to the Lenders on account of the Obligations from Borrower or any other Person, or from the Borrower’s or other such Persons’ properties or any collateral security or other source of payment, and such application of proceeds or receipts shall not reduce or impair the liability of the Guarantors under this Guaranty. The liability of the Guarantors under this Guaranty shall be joint and several and shall not be limited notwithstanding that the amount of the Obligations may increase from time to time for any reason, and the Obligations may be created and continued in any amount without reducing or impairing the liability of the Guarantors under this Guaranty. Any payment made by any Guarantor under this Guaranty shall be effective to reduce or discharge such Guarantor’s liability only if accompanied by a written transmittal document, received by the Administrative Agent and advising it that such payment is made under this Guaranty for such purpose.

Trademark Applications. None The undersigned and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, Address: VOLTAGE VEHICLES By: Name: Title: Address: R. A. P. GROUP, INC. By: Name: Title: Address: ZAP RENTAL OUTLET By: Name: Title: Address: ZAP MANUFACTURING, INC. By: Name: Title: Acknowledged and Accepted: Surge Capital II, LLC, as Administrative Agent By: Name: Title: ACKNOWLEDGMENT AND CONSENT The undersigned hereby acknowledges receipt of a copy of that certain Master Financing Agreement of even date herewith among ZAP, a California corporation, Surge Capital II, LLC, a Delaware limited liability company, as Administrative Agent and the Lenders from time to time party thereto (as same, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, being herein referred to as the “Financing Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Financing Agreement. The undersigned agrees for the benefit of the Administrative Agent and the Lenders that it will be bound by the terms of the Financing Agreement and will comply with the terms of Articles 5 and 6 thereof insofar as such terms are applicable to the undersigned. ZAP Manufacturing, Inc. a Nevada corporation By: Name: Title:.

Trademark Applications. None The undersigned and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, Address: VOLTAGE VEHICLES By: Name: Title: Address: R. A. P. GROUP, INC. By: Name: Title: Address: ZAP RENTAL OUTLET By: Name: Title: Address: ZAP MANUFACTURING, INC. By: Name: Title: Acknowledged and Accepted: Surge Capital II, LLC, as Administrative Agent By: Name: Title: ACKNOWLEDGMENT AND CONSENT The undersigned hereby acknowledges receipt of a copy of that certain Master Financing Agreement of even date herewith among ZAP, a California corporation, Surge Capital II, LLC, a Delaware limited liability company, as Administrative Agent and the Lenders from time to time party thereto (as same, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, being herein referred to as the “Financing Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Financing Agreement. The undersigned agrees for the benefit of the Administrative Agent and the Lenders that it will be bound by the terms of the Financing Agreement and will comply with the terms of Articles 5 and 6 thereof insofar as such terms are applicable to the undersigned. ZAP Manufacturing, Inc. Voltage Vehicles a Nevada corporation By: Name: Title: