AGREEMENT AND PLAN OF MERGER by and among CIIG CAPITAL PARTNERS II, INC. ZAPP ELECTRIC VEHICLES LIMITED, ZAPP ELECTRIC VEHICLES GROUP LIMITED, and ZAPP ELECTRIC VEHICLES, INC. dated as of November 22, 2022Agreement and Plan of Merger • November 22nd, 2022 • CIIG Capital Partners II, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 22, 2022, by and among CIIG Capital Partners II, Inc. a Delaware corporation (“SPAC”), Zapp Electric Vehicles Limited, a private company limited by shares registered in England and Wales with registered number 10870546, and having its registered office at 5 Technology Park, Colindeep Lane, England, London NW9 6BX (the “Company”), Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Pubco”) and Zapp Electric Vehicles, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“Merger Sub”). SPAC, the Company, Pubco and Merger Sub are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
INVESTOR EXCHANGE AND SUPPORT AGREEMENTExchange and Support Agreement • November 22nd, 2022 • CIIG Capital Partners II, Inc. • Blank checks
This INVESTOR EXCHANGE AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of November , 2022, by and among Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Zapp Electric Vehicles Limited, a private company limited by shares registered in England and Wales with registered number 10870546, and having its registered office at 5 Technology Park, Colindeep Lane, England, London NW9 6BX (the “Company”) and the Persons listed on Schedule 1 to this Agreement (each, a “Shareholder” and the Shareholders together with PubCo and the Company, the “Parties”).
CIIG Capital Partners II, Inc. 29th Floor New York, New York 10019 Re: Initial Public Offering and Merger Agreement Gentlemen:Letter Agreement • November 22nd, 2022 • CIIG Capital Partners II, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Agreement and Plan of Merger (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) dated as of the date hereof, by and among CIIG Capital Partners II, Inc., a Delaware corporation (“SPAC”), Zapp Electric Vehicles Limited, a private company limited by shares registered in England and Wales with registered number 10870546, and having its registered office at 5 Technology Park, Colindeep Lane, England, London NW9 6BX (the “Company”), Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Pubco”) and Zapp Electric Vehicles, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“Merger Sub”), and hereby amends and restates in its entirety that certain letter agreement, dated as of September 14, 2021 from CIIG Management II
MANAGEMENT EXCHANGE AND SUPPORT AGREEMENTManagement Exchange and Support Agreement • November 22nd, 2022 • CIIG Capital Partners II, Inc. • Blank checks
This MANAGEMENT EXCHANGE AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of November , 2022, by and among Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Zapp Electric Vehicles Limited, a private company limited by shares registered in England and Wales with registered number 10870546, and having its registered office at 5 Technology Park, Colindeep Lane, England, London NW9 6BX (the “Company”) and the Persons listed on Schedule A to this Agreement (each, a “Shareholder” and the Shareholders together with PubCo and the Company, the “Parties”).
