15,000,000 Units ARMADA ACQUISITION CORP. I UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2021 • Armada Acquisition Corp. I • Blank checks • New York
Armada Acquisition Corp. I, a Delaware corporation (the “Company”), hereby confirms its agreement with Northland Securities, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • August 18th, 2021 • Armada Acquisition Corp. I • Blank checks • New York
This agreement is made as of August 12, 2021 between Armada Acquisition Corp. I, a Delaware corporation, with offices at 2005 Market Street, Suite 3120, Philadelphia, PA 19103 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
ARMADA ACQUISITION CORP. I Philadelphia, PA 19103Armada Acquisition Corp. I • August 3rd, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 23, 2021 by and between Armada Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Armada Acquisition Corp. I, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,200,000 shares of common stock, $0.0001 par value per share (the “Shares”), up to 450,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2021 • Armada Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12th day of August, 2021, by and among Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 18th, 2021 • Armada Acquisition Corp. I • Blank checks • New York
This Agreement is made as of August 12, 2021 by and between Armada Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 9th, 2024 • Armada Acquisition Corp. I • Blank checks • New York
THIS AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 2, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”), ARMADA ACQUISITION CORP. I, a Delaware corporation (“Armada”), REZOLVE LIMITED, a company incorporated in England and Wales with registered number 09773823 (the “Original Company”), and REZOLVE AI LIMITED, a company incorporated in England and Wales with registered number 14573691 (the “Company”). The Investor, Armada, the Original Company, and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 3rd, 2021 • Armada Acquisition Corp. I • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2021 (“Agreement”), by and among ARMADA ACQUISITION CORP. I, a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
Armada Acquisition Corp. I Philadelphia, PA 19103 Northland Securities, Inc. New York, NY 10017Underwriting Agreement • August 18th, 2021 • Armada Acquisition Corp. I • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Northland Securities, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
Northland Securities, Inc. Minneapolis, MN 55402 August 12, 2021Armada Acquisition Corp. I • August 18th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Armada Acquisition Corp. I, a Delaware corporation (“Company”), has requested Northland Securities, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-257692) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Investor RIGHTS AGREEMENTInvestor Rights Agreement • December 17th, 2021 • Armada Acquisition Corp. I • Blank checks • Delaware
This Investor Rights Agreement (this “Agreement”) dated as of December 17, 2021 is made and entered into by and among Rezolve Group Limited, a Cayman Islands exempted company (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of December 17, 2021 (the “Business Combination Agreement”), by and among the Company, Armada Acquisition Corp. I, a Delaware corporation (“Armada”), and Rezolve Limited, a private limited company organized under the law of England and Wales (“Rezolve”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • February 14th, 2023 • Armada Acquisition Corp. I • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of February 1, 2023 by and among Armada Acquisition Corp. I (“AACI”), Armada Sponsor, LLC (the “Sponsor”) and the undersigned investor (“Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 19th, 2024 • Armada Acquisition Corp. I • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of December 12, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Armada Acquisition Corp I, a Delaware corporation (“SPAC”), and Armada Sponsor LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • August 18th, 2021 • Armada Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of August 12, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Armada Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • July 2nd, 2021 • Armada Acquisition Corp. I • Blank checks • New York
This Agreement, made and entered into effective as of [ ], 2021 (“Agreement”), by and between Armada Acquisition Corp. I, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 2nd, 2021 • Armada Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of [___], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Armada Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2021 • Armada Acquisition Corp. I • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth above by and between Armada Acquisition Corp. I, a Delaware corporation (the “Armada”), Rezolve Group Limited, a Cayman Islands exempted company (the “Company”), and the undersigned Investor (the “Investor”), in connection with the proposed business combination (the “Transaction”) between the Company, Armada and Rezolve, Limited, a private limited company registered under the laws of England and Wales with registration number 09773823 (“Target”), pursuant to that certain Business Combination Agreement, dated as of December 17, 2021, by and among Armada, Target, the Company, Cayman Merger Sub, Inc., a Delaware corporation (“Cayman Merger Sub”), (as it may be amended from time to time, the “Transaction Agreement”). In connection with the Transaction, the Company is seeking commitments from interested investors to purchase, contingent upon, and substantially concurrently with the clo
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 18th, 2021 • Armada Acquisition Corp. I • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of August 12, 2021 (“Agreement”), by and among ARMADA ACQUISITION CORP. I, a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
Armada Acquisition Corp. IArmada Acquisition Corp. I • July 2nd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of Armada Acquisition Corp. I (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Armada Sponsor LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 2005 Market Street, Suite 3120, Philadelphia, PA 19103 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor he
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • December 17th, 2021 • Armada Acquisition Corp. I • Blank checks • Delaware
TRANSACTION SUPPORT AGREEMENT, dated as of December 17, 2021 (this “Agreement”), by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”), those certain stockholders of Rezolve Limited, a private limited liability company registered under the laws of England and Wales (collectively with any predecessor entities, the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”), the Company and Rezolve Group Limited, a Cayman Islands exempt company (“Cayman NewCo”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG ARMADA ACQUISITION CORP. I, REZOLVE GROUP LIMITED REZOLVE MERGER SUB AND REZOLVE LIMITED DATED AS OF December 17, 2021Business Combination Agreement • December 17th, 2021 • Armada Acquisition Corp. I • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 17, 2021, is made by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”), Rezolve Group Limited, a Cayman Islands exempted company (“Cayman NewCo”), Rezolve Merger Sub, Inc., a Delaware corporation (“Rezolve Merger Sub”), and Rezolve Limited, a private limited liability company registered under the laws of England and Wales with registration number 09773823 (the “Company”). Armada, Cayman NewCo and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
Armada Acquisition Corp. IArmada Acquisition Corp. I • August 18th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of Armada Acquisition Corp. I (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Armada Sponsor LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 2005 Market Street, Suite 3120, Philadelphia, PA 19103 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor he
FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 10th, 2023 • Armada Acquisition Corp. I • Blank checks • Delaware
This First Amendment to the Amended and Restated Business Combination Agreement (this “Amendment”), dated as of August 4, 2023, is made and entered into by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”), Rezolve Merger Sub, Inc., a Delaware corporation, Rezolve AI Limited, a private limited liability company registered under the laws of England and Wales with registration number 14573691 (the “Company”) and Rezolve Limited a private limited liability company registered under the laws of England and Wales with registration number 09773823.
REZOLVE LIMITED and REZOLVE AI LIMITED and REZOLVE GROUP LIMITED (Cayman) and REZOLVE MERGER SUB, INC. and ARMADA ACQUISITION CORP. I DEED OF RELEASE, AMENDMENT AND RESTATEMENT relating to a business combination agreement dated 17 December 2021Business Combination Agreement • June 20th, 2023 • Armada Acquisition Corp. I • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 17, 2021 (the “Original Date”) and amended as of November 10, 2022 (the “First Amendment Date”) and further amended and restated pursuant to the terms of an amendment and restatement deed dated June 16, 2023 (the “Second Amendment Date”), is made by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”), Rezolve Merger Sub, Inc., a Delaware corporation (“Rezolve Merger Sub”), Rezolve Limited, a private limited liability company registered under the laws of England and Wales with registration number 09773823 (the “Original Company”) and Rezolve AI Limited, a private limited liability company registered under the laws of England and Wales with registration number 14573691 (the “New Company”). Armada, and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
