REZOLVE GROUP LTD Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2025 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 21, 2025, is by and among Rezolve AI Limited, a private limited company incorporated in England and Wales with offices located at 5 New Street Square, London EC4A 3TW (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (including those that may be added to the Schedule of Buyers at a later date, individually, a “Buyer” and collectively, the “Buyers”). The Company and the Buyers may be referred to herein individually as a “Party” or collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2024, between Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNITY AGREEMENTIndemnification & Liability • June 12th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of {{DATE}}, 2024, by and between Rezolve AI Limited (to be re-registered as Rezolve AI Plc prior to closing occurring under the business combination agreement dated 17 December 2021, as amended and restated from time to time), a limited liability company registered under the laws of England and Wales with company number 14573691 (the “Company”), and Daniel Wagner (“Indemnitee”).
ORDINARY SHARE PURCHASE WARRANT Rezolve AI LimitedOrdinary Share Purchase Warrant • December 23rd, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) thirty (30) days after the VWAP is at or above $6.00 for five consecutive Trading Days and (ii) December 24, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”), provided that, if there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Warrant Shares to the Holder (“Registra
SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • September 13th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York
THIS SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 6, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”) and REZOLVE AI LIMITED, a company incorporated in England and Wales with registered number 14573691 (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT Rezolve AI LimitedPre-Funded Ordinary Share Purchase Warrant • December 18th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 19th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
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
WARRANT AGREEMENTWarrant Agreement • September 25th, 2023 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • 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”).
DATED 1ST OCTOBER 2018 SERVICE AGREEMENT between REZOLVE LIMITED and PETER VESCOService Agreement • January 19th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2025 • Rezolve Ai PLC • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 24, 2025, between Rezolve AI plc, a limited company incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • January 19th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • 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”).
WARRANT AGREEMENTWarrant Agreement • August 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York
This agreement is made as of August 15 , 2024 between Rezolve AI Limited, a limited company incorporated under the laws of England and Wales with registration number 14573691 (“Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, (together with Computershare, the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2025 • Rezolve Ai PLC • Services-computer programming, data processing, etc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 24, 2025, between Rezolve AI plc, a limited company incorporated under the laws of England and Wales (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2025 • Rezolve Ai PLC • Services-computer programming, data processing, etc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 24, 2025, between Rezolve AI plc, a limited company incorporated under the laws of England and Wales (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
THIS AGREEMENT is dated 1st April 2016 PARTIES AGREED TERMSEmployment Agreement • May 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 25th, 2025 • Rezolve Ai PLC • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 24, 2025, between Rezolve AI plc, a limited company incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • August 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of 15 August, 2024, by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”), Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (“Rezolve”), Computershare Inc., a Delaware corporation (“Computershare Inc.”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, ( the “Trust Company” and, together with Computershare Inc., “Computershare”) as successor warrant agent, and Continental Stock Transfer & Trust Company, a New York Corporation (the “Continental”) as former warrant agent. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
NOVATION AGREEMENTNovation Agreement • March 31st, 2025 • REZOLVE AI LTD • Services-computer programming, data processing, etc.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2025 • Rezolve Ai PLC • Services-computer programming, data processing, etc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 1, 2025, between Rezolve AI plc, a limited company incorporated under the laws of England and Wales (the “Company”), and CrownPeak Technology Holdings, Inc., a Delaware corporation (the “Seller”).
DATED 1ST APRIL 2016 SERVICE AGREEMENT between REZOLVE LIMITED and DANIEL WAGNERService Agreement • December 6th, 2023 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2025 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • Ontario
USD 30,000,000 LOAN AGREEMENTLoan Agreement • January 29th, 2025 • REZOLVE AI LTD • Services-computer programming, data processing, etc.
Joh. Berenberg, Gossler & Co. KG, a financial institution established under the laws of the Federal Republic of Germany, with registered office at Neuer Jungfernstieg 20 20354 Hamburg,
SECURITIES PURCHASE AGREEMENT DATED AS OF February 11, 2025 by and among REZOLVE AI LIMITED, GROUPBY INC., GROUPBY INTERNATIONAL LTD., THE SELLERS PARTY HERETO, AND FORTIS ADVISORS LLC, AS THE SELLER REPRESENTATIVESecurities Purchase Agreement • February 21st, 2025 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • Ontario
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 11, 2025, is made by and among (i) Rezolve AI Limited, a company formed under the laws of England and Wales (the “Purchaser”), (ii) GroupBy Inc., an Ontario corporation (“GroupBy”), (iii) GroupBy International Ltd., an Ontario corporation (“GroupBy International” and together with GroupBy, the “Target Companies” and each a “Company”), (iv) the Persons listed on Exhibit A hereto as sellers (the “Sellers” and each a “Seller”), and (v) Fortis Advisors LLC, a Delaware limited liability company, as the representative of the Sellers (the “Seller Representative”). Certain terms used herein are defined in Article IX hereof.
Rezolve AI plcPlacement Agent Agreement • September 26th, 2025 • Rezolve Ai PLC • Services-computer programming, data processing, etc. • New York
REZOLVE LIMITED and THE RADIO GROUP GMBH and ANY LIFESTYLE MARKETING GMBH LOAN AGREEMENTLoan Agreement • May 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
Armada Acquisition Corp. I Philadelphia, PA 19103 Northland Securities, Inc. New York, NY 10017Underwriting Agreement • January 19th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
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.
ASSET PURCHASE AGREEMENT DATED AS OF 2 OCTOBER, 2025Asset Purchase Agreement • October 10th, 2025 • Rezolve Ai PLC • Services-computer programming, data processing, etc. • England and Wales
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of 2 October, 2025, is made by and among (i) Rezolve Ai PLC a public limited company registered in England & Wales with registered number 14573691 and having its registered office at 21 Sackville Street, London W1S 3DN, United Kingdom (“Rezolve PLC”) (ii) SmartPay Digital Services Limitada, a Brazilian limited liability company (sociedade limitada) (the “Seller”), and (iii) Rocelo Lopes, resident at Largo Hyppolito do Vale Pereira 207 - Lagoa da Conceição - Florianópolis - Santa Catarina - 88062.210 - Brazil (“Rocelo”). Certain terms used herein are defined in Article IX hereof.
Rezolve AI plcPlacement Agent Agreement • July 25th, 2025 • Rezolve Ai PLC • Services-computer programming, data processing, etc. • New York
Contractual Agreement betweenContractual Agreement • May 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
THIS DEED OF AMENDMENT is made on _________________ 2024 by:Loan Note Instrument • December 18th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc.
REZOLVE AI LIMITED (company number 14573691) whose registered office is at 5 New Street Square, London, EC4A 3TW, United Kingdom (the "Company").
LOCK-IN AGREEMENTLock-in Agreement • August 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
This Lock-In Agreement (this “Agreement”) dated as of 15 August, 2024 is made and entered into by and among Rezolve AI Limited, a private limited liability company registered under the laws of England and Wales with registration number 14573691 (the “Company”), and [x] (the “Holder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement originally dated as of December 17, 2021 and amended on November 10, 2022 and further amended and restated as of June 16, 2023 (the “Business Combination Agreement” or “BCA”), by and among the Company, Rezolve Limited, a private limited liability company registered under the laws of England and Wales with registration number 09773823 (the “Original Company”), Rezolve Merger Sub, Inc., a Delaware corporation (the “Merger Sub”) and Armada Acquisition Corp. I, a Delaware corporation (“Armada”).
PARENT EQUITY PLEDGE AGREEMENTParent Equity Pledge Agreement • December 1st, 2025 • Rezolve Ai PLC • Services-computer programming, data processing, etc. • New York
This PARENT EQUITY PLEDGE AGREEMENT (this “Agreement”), dated as of December 1, 2025, by and between REZOLVE AI PLC, a public limited company incorporated and registered in England with company number 14573691 (“Pledgor”) and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, in its capacity as agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 10th, 2025 • Rezolve Ai PLC • Services-computer programming, data processing, etc.
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of 8 October , 2025, by and among Mr Marcel Fohrmann of Papieri-Platz 1, 6330 Cham, Switzerland (the “Seller”) and Rezolve AI PLC, a public limited company organized under the laws of the England and Wales with registered number 14573691 and having its registered office at 21 Sackville Street, London, England, W1S 3DN (“Buyer”) regarding the acquisition of the entire issued and to be issued share capital of each of Subsquid Labs GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Switzerland with registered number CHE- 240.458.636 and having its registered office at c/o Wadsack Zug AG, Bahnhofstrasse 7, 6300 Zug, Switzerland (the “Company”).
Agreement in the context of the Binding Term Sheet dated 24 May 2023 SCHALAST LAW I TAX Mendelssohnstr. 75-77 60325 Frankfurt am Main GennanyBinding Term Sheet • May 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.