REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2024 • Zapp Electric Vehicles Group LTD • Motorcycles, bicycles & parts
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of February 10, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ZAPP ELECTRIC VEHICLES GROUP LIMITED, an exempt company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 4th, 2023 • Zapp Electric Vehicles Group LTD • Motorcycles, bicycles & parts • England and Wales
This Indemnification Agreement (“Agreement”) is entered into as a deed on __________, 20__ by and between Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and ______________, [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Date: April 26, 2023 To: CIIG Capital Partners II, Inc., a Delaware corporation (“CIIG II”) and Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Pubco”). Address: 40...Zapp Electric Vehicles Group LTD • April 26th, 2023 • Motorcycles, bicycles & parts
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, CIIG II and Pubco as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
ContractNovation, Assumption and Amendment Agreement • May 4th, 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 on April 28, 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”).
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 14th, 2024 • Zapp Electric Vehicles Group LTD • Motorcycles, bicycles & parts • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 10, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ZAPP ELECTRIC VEHICLES GROUP LIMITED, an exempt company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 4th, 2023 • Zapp Electric Vehicles Group LTD • Motorcycles, bicycles & parts
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2023 (the “Effective Time”), by and between Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and Mr. Swin Chatsuwan, an individual (the “Founder”). Capitalized terms used by not otherwise defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Memorandum and Articles of Association of the Company adopted on April 28, 2023 (the “Articles”).
Rollover Option Agreement Relating to the grant of an option to acquire shares in Zapp Electric Vehicles Group Limited between Zapp Electric Vehicles Limited and Zapp Electric Vehicles Group Limited and Optionholder (as specified in Schedule 1)Option Agreement • February 21st, 2023 • Zapp Electric Vehicles Group LTD • Motorcycles, bicycles & parts • England and Wales
LIONTREE ADVISORS LLC 745 Fifth Ave, 15th Floor New York, NY 10151 United States November 11, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 To Whom It May Concern: Reference is made to the underwriting agreement,...Zapp Electric Vehicles Group LTD • December 20th, 2022 • Motorcycles, bicycles & parts
This letter is to advise you that, effective as of November 11, 2022, LionTree has resigned from, or ceased or refused to act in, every capacity and relationship in which LionTree may otherwise be described in any registration statement for the Business Combination (the "Registration Statement") as acting or agreeing to act (including, without limitation, any capacity or relationship (A) required to be described under Paragraph (5) of Schedule A (15 U.S.C. 77aa) or (B) for which consent is required under Section 7 of the Securities Act of 1933, as amended (the "Securities Act")) with respect to the Business Combination. LionTree has also waived any Deferred Discount solely with respect to the Business Combination.
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”).
