SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • February 6th, 2023 • Zapp Electric Vehicles Group LTD • Motorcycles, bicycles & parts • New York
This Second Amended and Restated Subscription Agreement (this “Agreement”) is entered into as of September 14, 2021 among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), CIIG Management II LLC, a Delaware limited liability company (the “Sponsor”) and HC NCBR Fund (the “Purchaser”).
ContractNovation, Assumption and Amendment Agreement • February 6th, 2023 • Zapp Electric Vehicles Group LTD • Motorcycles, bicycles & parts
This NOVATION, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as a deed as of [ ● ], 2023, by and among 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”), Michael Joseph, an individual (the “Warrantholder”) and CIIG Capital Partners II, Inc. a Delaware corporation (“CIIG”).
Dear CIIG Management II LLC,Letter Agreement • February 6th, 2023 • Zapp Electric Vehicles Group LTD • Motorcycles, bicycles & parts
This letter agreement (this “Amended Agreement”) sets forth the terms of the agreement between CIIG Management II LLC (the “Company”) and the undersigned. Reference is hereby made to that certain letter agreement dated March 5, 2021 among the parties hereto, as amended by the parties hereto as of August 10, 2021 (the “Initial Agreement”). This Amended Agreement hereby amends and restates the Initial Agreement in its entirety. The Company is the sponsor of CIIG Capital Partners II, Inc. (the “SPAC”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”).
