CIIG Capital Partners II, Inc. New York, NY 10019Securities Subscription Agreement • March 10th, 2021 • CIIG Merger Corp. II • New York
This agreement (the “Agreement”) is entered into on January 6, 2021 by and between CIIG Management II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and CIIG Capital Partners II, Inc., 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 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 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:
INDEMNITY AGREEMENTIndemnity Agreement • April 8th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [__], 2021, by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2021, is made and entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), CIIG Management II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
CIIG Capital Partners II, Inc. 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen:Underwriting Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”) and UBS Securities LLC and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the P
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between CIIG Capital Partners II, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Stockholders who have requested redemption of their Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENT between CIIG CAPITAL PARTNERS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 14, 2021, is by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
CIIG CAPITAL PARTNERS II, INC. 25,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and CIIG Management II LLC, a Delaware limited liability company (the “Purchaser”).
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, 2022Merger Agreement • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2023 • CIIG Capital Partners II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 28, 2023, is made and entered into by and among ZAPP ELECTRIC VEHICLES GROUP LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed on the signature page hereto (each such party, together with their respective affiliates, successors and permitted assigns, a “Holder” and collectively the “Holders”).
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...Otc Equity Prepaid Forward Transaction • April 26th, 2023 • CIIG Capital Partners II, Inc. • Blank checks
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.
CIIG Capital Partners II, Inc.Administrative Support Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
This letter agreement by and between CIIG Capital Partners II, Inc. (the “Company”) and CIIG Management II 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”):
INVESTOR EXCHANGE AND SUPPORT AGREEMENTInvestor Exchange 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:Merger 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
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • May 1st, 2023 • CIIG Capital Partners II, Inc. • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of April 28, 2023, by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
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”).
