UNDERWRITING AGREEMENT between SIZZLE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: November 3, 2021Underwriting Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
The undersigned, Sizzle Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
This agreement is made as of November 3, 2021 between Sizzle Acquisition Corp., a Delaware corporation, with offices at 4201 Georgia Avenue NW, Washington DC, 20011 (“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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 3, 2021, by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SIZZLE ACQUISITION CORP. Washington, DC 20011Sizzle Acquisition Corp. • December 29th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 19, 2020 by and between VO Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and VO Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 3rd day of November, 2021, by and among Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • March 19th, 2021 • Sizzle Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March [ ], 2021, by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 19th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2021 (“Agreement”), by and among SIZZLE ACQUISITION CORP., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
Sizzle Acquisition Corp. Washington, DC 20011 Cantor Fitzgerald & Co.Underwriting Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the Underwriters (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 warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
EARLYBIRDCAPITAL, INC. New York, New York 10017Sizzle Acquisition Corp. • March 19th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Sizzle Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-254182) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • March 19th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
This agreement is made as of [ ], 2021 between Sizzle Acquisition Corp., a Delaware corporation, with offices at 4201 Georgia Avenue NW, Washington DC 20011 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of November 3, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • March 4th, 2024 • Sizzle Acquisition Corp. • Blank checks
This Lock-up Agreement (this “Agreement”) is entered into as of February [_], 2024, by and between Critical Metals Corp., BVI business company incorporated in the British Virgin Islands (“PubCo”) and the undersigned (“Holder”). PubCo and the Holder and their respective successors and permitted assigns are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Investors AgreementInvestors Agreement • October 28th, 2022 • Sizzle Acquisition Corp. • Blank checks
This Investors Agreement (this “Agreement”) is entered into this [___], 2022, by and between European Lithium Limited, an Australian Public Company limited by shares (“EUR”), and Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”). EUR and PubCo and their respective successors and permitted assigns are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2022 • Sizzle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of [·] (the “Effective Date”), by and among Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), European Lithium Limited, an Australian Public Company limited by shares (“EUR”), Sizzle Acquisition Corp., a Delaware corporation (“SPAC”), VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each of the persons listed under the heading “Holders” on the signature pages attached hereto (together with EUR and the Sponsor, the “Holders,” and each (including EUR and the Sponsor) individually, a “Holder”).
Sizzle Acquisition Corp.Sizzle Acquisition Corp. • November 8th, 2021 • Blank checks • New York
This letter agreement by and between Sizzle Acquisition Corp. (the “Company”) and VO Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT SHARES SUBSCRIPTION AGREEMENTPrivate Placement Shares Subscription Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (this “Agreement”) is made as of the 3rd day of November 2021, by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 5th, 2023 • Sizzle Acquisition Corp. • Blank checks
This Amendment No. 1, dated as of January 4, 2023 (this “Amendment”), (i) is entered into by and among European Lithium Limited, an Australian Public Company limited by shares, and the holder of all of the issued Company Ordinary Shares (“EUR”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR (the “Company”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”) and Sizzle Acquisition Corp., a Delaware corporation (“SPAC”), and (ii) amends the Agreement and Plan of Merger, dated as of October 24, 2022, by and among EUR, the Company, PubCo, Merger Sub and SPAC (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
SUBSCRIPTION AGREEMENT February 8, 2024Subscription Agreement • February 8th, 2024 • Sizzle Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is entered into on the date above by and among Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), the undersigned subscriber (“Subscriber”) and, VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and Sizzle Acquisition Corporation, a Delaware corporation (the “Company”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 28th, 2022 • Sizzle Acquisition Corp. • Blank checks
This Sponsor Support Agreement (this “Agreement”) is entered into on October 24, 2022 by VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Sizzle Acquisition Corp., a Delaware corporation (“SPAC”) and European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands (the “Company”). The Sponsor, SPAC and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement referenced below.
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 21st, 2023 • Sizzle Acquisition Corp. • Blank checks
This Amendment No. 3, dated as of November 17, 2023 (this “Amendment”), (i) is entered into by and among European Lithium Limited, an Australian Public Company limited by shares, and the holder of all of the issued Company Ordinary Shares (“EUR”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR (the “Company”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”) and Sizzle Acquisition Corp., a Delaware corporation (“SPAC”), and (ii) amends the Agreement and Plan of Merger, dated as of October 24, 2022, by and among EUR, the Company, PubCo, Merger Sub and SPAC, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 4, 2023 and Amendment No. 2 to Agreement and Plan of Merger, dated as of July 7,
VO SPONSOR, LLC Washington, D.C. 20011 Attention: Steve SalisSizzle Acquisition Corp. • November 21st, 2023 • Blank checks
Reference is made to that certain sponsor support agreement, dated October 24, 2022 (the “Sponsor Support Agreement”), by and among, Sizzle Acquisition Corp., a Delaware corporation (“SPAC”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands (the “Company”) and VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Any term used but not defined in this letter agreement (this “Amendment”) will have the meaning ascribed to such term in the Sponsor Support Agreement or, if such term is not defined in the Sponsor Support Agreement, in the Merger Agreement defined therein.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 7th, 2023 • Sizzle Acquisition Corp. • Blank checks
This Amendment No. 2, dated as of July 7, 2023 (this “Second Amendment”), (i) is entered into by and among European Lithium Limited, an Australian Public Company limited by shares, and the holder of all of the issued Company Ordinary Shares (“EUR”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR (the “Company”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”) and Sizzle Acquisition Corp., a Delaware corporation (“SPAC”), and (ii) amends the Agreement and Plan of Merger, dated as of October 24, 2022, by and among EUR, the Company, PubCo, Merger Sub and SPAC, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 4, 2023 (the “Merger Agreement”). Capitalized terms used but not otherwise defi
CANTOR FITZGERALD & CO.Lock-Up Agreement • March 4th, 2024 • Sizzle Acquisition Corp. • Blank checks
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG EUROPEAN LITHIUM LIMITED, as EUR European Lithium AT (Investments) LIMITED, as the Company CRITICAL METALS CORP., as PubCo PROJECT WOLF MERGER SUB INC., as Merger Sub AND SIZZLE ACQUISTION CORP., as SPAC DATED...Agreement and Plan of Merger • October 28th, 2022 • Sizzle Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of October 24, 2022, by and among European Lithium Limited, an Australian Public Company limited by shares, and the holder of all of the issued Company Ordinary Shares (“EUR”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR (the “Company”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”) and Sizzle Acquisition Corp., a Delaware corporation (“SPAC”). Each of EUR, the Company, PubCo, Merger Sub and SPAC shall individually be referred to herein as a “Party” and, collectively, as the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes h
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • October 28th, 2022 • Sizzle Acquisition Corp. • Blank checks • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and among Sizzle Acquisition Corp., a Delaware corporation (“SPAC”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Continental”), as warrant agent. Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of __, 2021, by and among Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
CANTOR FITZGERALD & CO. 499 Park Avenue New York, New York, 10022 October 26, 2023Underwriting Agreement • November 1st, 2023 • Sizzle Acquisition Corp. • Blank checks
Reference is hereby made to that certain Underwriting Agreement, dated as of November 3, 2021 (the “Underwriting Agreement”), by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co., a representative of the several underwriters thereunder (the “Representative”). Capitalized terms used but not defined in this letter agreement (this “Letter”) shall have the meanings given to such terms in the Underwriting Agreement.
