FORM OF UNDERWRITING AGREEMENT between CAZADOR ACQUISITION CORPORATION LTD. and RODMAN & RENSHAW, LLC as RepresentativeUnderwriting Agreement • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • New York
The undersigned, CAZADOR ACQUISITION CORPORATION LTD., a Cayman Islands exempted company with limited liability (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENTWarrant Agreement • February 14th, 2023 • Mullen Automotive Inc. • Services-computer processing & data preparation • New York
THIS COMMON STOCK WARRANT AGREEMENT (this "Agreement"), dated as of [●], between Mullen Automotive INC., a Delaware corporation (the "Company"), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the "Warrant Agent").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 2nd, 2018 • Net Element, Inc. • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2017, is by and among Net Element, Inc., a Delaware corporation (the “Company”), and the undersigned buyer (the “Buyer”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 7th, 2017 • Net Element, Inc. • Services-computer processing & data preparation • Florida
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 5, 2017, by and between NET ELEMENT, INC., a Delaware corporation (the “Company”), and COBBLESTONE CAPITAL PARTNERS, LLC, a New York limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2015 • Net Element, Inc. • Services-computer processing & data preparation • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 30, 2015, by and among Net Element, Inc., a Delaware corporation, with headquarters located at 3363 NE 163rd Street, Suite 705, North Miami Beach, FL 33160 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
FORM OF INDEMNIFICATION AGREEMENT by and between CAZADOR ACQUISITION CORPORATION LTD. and as Indemnitee Dated as of ____________, 2010Indemnification Agreement • September 3rd, 2010 • Cazador Acquisition Corp Ltd.
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, 2010, by and between Cazador Acquisition Corporation Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”) and __________________ (“Indemnitee”).
MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • May 3rd, 2016 • Net Element, Inc. • Services-computer processing & data preparation • New York
THIS MASTER EXCHANGE AGREEMENT (this “Agreement”), dated as of May 2, 2016, by and among Net Element, Inc., a Delaware corporation, with headquarters located at 3363 NE 163rd Street, Suite 705, North Miami Beach, Florida (the “Company”) and Crede CG III, Ltd., an exempted company incorporated under the laws of Bermuda (the “Creditor”).
VOTING AGREEMENTVoting Agreement • May 1st, 2015 • Net Element, Inc. • Services-computer processing & data preparation • New York
VOTING AGREEMENT, dated as of April __, 2015 (this "Agreement"), by and among Net Element, Inc., a Delaware corporation (the "Company"), and the stockholders listed on the signature pages hereto under the heading "Stockholders" (each, a "Stockholder" and collectively, the "Stockholders").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of May 12, 2021 (the “Effective Date”), is made and entered into by and between Mullen Technologies, Inc., a California corporation (“Tech”), and Mullen Automotive, Inc., a Delaware corporation and wholly owned subsidiary of Tech (“Automotive”). Each of Tech and Automotive may be referred to herein individually as a “Party” and collectively as the “Parties.” For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Master Distribution Agreement (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENT by and between CAZADOR ACQUISITION CORPORATION LTD. CAZADOR SUB HOLDINGS LTD. and THE OTHER PERSONS NAMED HEREIN Dated as of [•], 2010Registration Rights Agreement • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _______, 2010, by and between Cazador Acquisition Corporation Ltd. an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), Cazador Sub Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Sponsor”) and the persons listed in Schedule I hereto (the “Initial Holders”) and any Permitted Transferee (as defined below) who hereafter becomes a party to this Agreement as contemplated by Section 6.2 of this Agreement (each such party who holds Registrable Securities (as defined below), a “Holder” and, collectively, the “Holders”).
NET ELEMENT, INC. AMENDED AND RESTATED OPTION TO PURCHASE SHARES OF RESTRICTED COMMON STOCKNet Element, Inc. • October 7th, 2015 • Services-computer processing & data preparation • Delaware
This option to purchase shares of restricted common stock of the Company is issued as part of a series of similar options (collectively, the “Options”) issued pursuant to the terms of that certain Letter Agreement, dated as of September 11, 2015, by and among the Company, the Investor and certain other parties thereto (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company is concurrently selling and issuing to Investor certain shares of the Company’s common stock and this option to purchase shares of restricted common stock of the Company (this “Option”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2015 • Net Element, Inc. • Services-computer processing & data preparation • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 30, 2015, by and among Net Element, Inc., a Delaware corporation, with headquarters located at 3363 NE 163rd Street, Suite 705, North Miami Beach, FL 33160 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2024 • Mullen Automotive Inc. • Motor vehicles & passenger car bodies
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2024, is by and among Mullen Automotive Inc., a Delaware corporation (the “Company”), and the undersigned buyers (the “Buyers”).
MULLEN AUTOMOTIVE INC RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 13th, 2023 • Mullen Automotive Inc. • Services-computer processing & data preparation • Florida
This Restricted Stock Unit Agreement (“Agreement”) is dated as of [__________], 20[__] (the “Grant Date”), between [_______________], a Mullen Automotive Inc. (the “Company”) and [_____________] (“Participant”).
LetTER AgreementLetter Agreement • December 6th, 2013 • Net Element, Inc. • Services-computer processing & data preparation
This letter agreement is dated as of December 5, 2013 (the "Effective Date"). Reference is made to that certain Joint Venture Agreement, dated April 6, 2012, by and between Net Element, Inc. (a predecessor to Net Element International, Inc.) ("NETE") and Mr. Igor Yakovlevich Krutoy ("Krutoy"). Reference is also made to MUSIC 1 LLC, a limited liability company registered under the laws of Russian Federation (“Music1“), having the authorized charter capital in the amount of 10,000 (Ten Thousand) Russian Rubles. Net Element Russia LLC, a limited liability company registered under the laws of Russian Federation ("Net Element Russia") currently owns a participation interest in Music1 representing 67% of its charter capital. K 1 Holding Limited, a company organized under the laws of British Virgin Islands ("K1 Holding"), currently owns a participation interest in Music1 representing 33% of its charter capital. Krutoy currently beneficially owns 333,333 shares of common stock of NETE (the "Cu
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2022 • Mullen Automotive Inc. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 8, 2021 (the “Execution Date”), between Mullen Technologies, Inc., a California corporation (the “Company”), and CEOcast, Inc., a New York corporation (“Buyer”).
FORM OF WARRANT AGREEMENT by and between CAZADOR ACQUISITION CORPORATION LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2010Warrant Agreement • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [ ], 2010, by and between Cazador Acquisition Corporation Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 17th, 2015 • Net Element, Inc. • Services-computer processing & data preparation • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 30, 2015, by and among Net Element Inc., a Delaware corporation, with headquarters located at 3363 NE 163rd Street, Suite 705, North Miami Beach, FL 33160 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
Form of Letter Agreement among Cazador Acquisition Corporation Ltd., Arco Capital Management LLC, and Cazador Sub Holdings Ltd.]Cazador Acquisition Corp Ltd. • October 6th, 2010 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 2010 (the “Underwriting Agreement”), by and between Cazador Acquisition Corporation Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Rodman & Renshaw, LLC (“Rodman”) as representative of the underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one ordinary share of the Company (an “Ordinary Share”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one Ordinary Share.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 19th, 2021 • Net Element, Inc. • Services-computer processing & data preparation • Delaware
This First Amendment to the Second Amended and Restated Agreement and Plan of Merger (this “Amendment”) is effective as of August 18, 2021.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2013 • Net Element International, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”) is made as of __________, 20___ by and between Net Element International, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Certain capitalized terms used herein are defined in Section 2 hereof.
PLEDGE AGREEMENTPledge Agreement • March 12th, 2013 • Net Element International, Inc. • Services-computer processing & data preparation • Florida
This PLEDGE AGREEMENT (this “Agreement”), dated as of March 8, 2013, made by OLEG FIRER, an individual having an address at 3363 NE 163rd Street, Suite 705, North Miami Beach, Florida 33160 and Georgia Notes 18 LLC, a Florida limited liability company, having an address at 4000 NE 168th Street, Unit 101, North Miami Beach, FL 33160 (each, a “Pledgor” and collectively, the “Pledgors”), for the benefit of NET ELEMENT INTERNATIONAL INC., a Florida corporation, having an address at 1450 S. Miami Avenue, Miami, Florida 33130 (“Lender”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 9th, 2012 • Net Element International, Inc. • Services-computer processing & data preparation
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • July 12th, 2021 • Net Element, Inc. • Services-computer processing & data preparation • New York
THIS MASTER EXCHANGE AGREEMENT (this “Agreement”), dated as of July 9, 2021, by and among Net Element, Inc., a Delaware corporation, with headquarters located at 3363 NE 163rd Street, Suite 605, North Miami Beach, Florida (the “Company”) and ESOUSA Holdings, LLC, a New York limited liability company (the “Creditor”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • New York
This Investment Management Trust Agreement (“Agreement”) is made as of ___________, 2010 by and between Cazador Acquisition Corporation, Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”) its principal office located at 7 Sheinovo Street, 1504 Sofia, Bulgaria and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004.
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2021 • Mullen Automotive Inc. • Services-computer processing & data preparation • California
This Employment Agreement (“Agreement”) is made as of this 15 day of April 2021, by and between Jerry Alban (“Employee”) and Mullen Automotive, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2022 • Mullen Automotive Inc. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 7, 2022 (the “Execution Date”), between Mullen Automotive Inc., a Delaware corporation (the “Company”), and the Buyers listed on the signatures pages hereto (collectively, the “Buyers” and each, a “Buyer”).
AMENDMENT TO ACQUISITION AGREEMENTAcquisition Agreement • October 31st, 2016 • Net Element, Inc. • Services-computer processing & data preparation • New York
THIS AMENDMENT TO ACQUISITION AGREEMENT (this "Amendment") effective as of the 21st day of October, 2016 by and among Maglenta Enterprises Inc., a company incorporated and existing in the Republic of Seychelles, Champfremont Holding Ltd., a company incorporated and existing in the Republic of Seychelles (each of the foregoing individually, a "Seller" and, collectively, "Sellers"); Polimore Capital Limited, a company incorporated and existing under the laws of Cyprus, Brosword Holding Limited, a company incorporated and existing under the laws of Cyprus, and other companies listed under the caption “Target Company” in Exhibit B hereto (each of the foregoing individually, a "Target Company" and, collectively, the "Target Companies"); and ТOT Group Russia LLC, a limited liability company organized and existing under the laws of the Russian Federation, and/or its assignee, and TOT Group Europe Ltd., a company organized and existing under the laws of England and Wales, and/or its assignee (
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2017 • Net Element, Inc. • Services-computer processing & data preparation • Florida
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 5, 2017, by and between NET ELEMENT, INC., a Delaware corporation (the “Company”), and COBBLESTONE CAPITAL PARTNERS, LLC, a New York limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Candlewood Special Situations Master Fund, Ltd. CWD OC 522 Master Fund, Ltd. Flagler Master Fund SPC Ltd., acting for and on behalf of the Class A Segregated Portfolio c/o Candlewood Investment Group, LP Rye, NY 10580 December 1, 2015Net Element, Inc. • December 2nd, 2015 • Services-computer processing & data preparation • New York
This agreement (this "Amendment Agreement") hereby amends that certain letter agreement (the "Settlement Agreement"), dated as of August 4, 2015 by and among each of the undersigned and Net Element, Inc., a Delaware corporation, with offices located at 363 NE 163rd Street, Suite 705, North Miami Beach, FL 33160 (the "Company"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Settlement Agreement.
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • New York
WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this day of , 2010 among Cazador Acquisition Corporation Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”) and Cazador Sub Holdings Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Purchaser”).
Form of Letter Agreement among Cazador Acquisition Corporation Ltd. and Each of the Directors and Executive Officers of Cazador Acquisition Corporation Ltd.]Cazador Acquisition Corp Ltd. • October 6th, 2010 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 2010 (the “Underwriting Agreement”), by and between Cazador Acquisition Corporation Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Rodman & Renshaw LLC (“Rodman”) as representative of the underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one ordinary share of the Company (an “Ordinary Share”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one Ordinary Share.
ContractSecurities Escrow Agreement • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • New York
INTELLECTUAL PROPERTY AND DISTRIBUTION AGREEMENTIntellectual Property And • May 15th, 2023 • Mullen Automotive Inc. • Services-computer processing & data preparation • California
THIS INTELLECTUAL PROPERTY AND DISTRIBUTION AGREEMENT (“IP Agreement”) is entered into as of the 14th day of March, 2023 (“Effective Date”), by and between, on the one hand, MULLEN AUTOMOTIVE, INC. (“Mullen”), a Delaware corporation, and, on the other hand QIANTU MOTOR (SUZHOU) LTD., a limited liability company registered in the Peoples Republic of China, CH-AUTO TECHNOLOGY CO. LTD., a limited liability company registered in the Peoples Republic of China, and BEIJING U-WATER INVESTMENT CO., LTD., a limited liability company registered in the Peoples Republic of China (collectively, each of Qiantu, CH-Auto, and Beijing U-Water are sometimes referred to herein as “Qiantu”). Each of the foregoing may be individually referred to as a “Party” and collectively referred to as the “Parties.”
SECURED CONVERTIBLE PROMISSORY NOTE AND SECURITY AGREEMENT (MULLEN AUTOMOTIVE INC.)Note and Security Agreement • October 21st, 2022 • Mullen Automotive Inc. • Services-computer processing & data preparation • New York
This secured Promissory Note and Security Agreement (this “Note”) is entered into pursuant to that certain Exchange Agreement of even date herewith by and among the parties hereto (the “Agreement”). For value received, MULLEN AUTOMOTIVE INC., a Delaware corporation, its affiliates, successors, and assigns (“Borrower”), hereby irrevocably and unconditionally promise to pay to the order of Esousa Holdings LLC, a New York limited liability company (together with any and all of its successors and assigns and/or any other holder of this Note, “Lender”), without offset, in immediately available funds in lawful money of the United States of America, at an address to be specified in writing by the Lender to Borrower, the principal sum of TWELVE MILLION NINE HUNDRED FORTY-FIVE THOUSAND NINE HUNDRED FOURTEEN DOLLARS ($12,945,914), together with interest on the unpaid principal balance of this Note from day to day outstanding as hereinafter provided (the “Loan”).
