WARRANT AGREEMENTWarrant Agreement • September 25th, 2023 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York
This agreement is made as of August 12, 2021 between Armada Acquisition Corp. I, a Delaware corporation, with offices at 2005 Market Street, Suite 3120, Philadelphia, PA 19103 (“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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2023 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12th day of August, 2021, by and among Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • September 9th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York
THIS SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 6, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”) and REZOLVE AI LIMITED, a company incorporated in England and Wales with registered number 14573691 (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
DATED 1ST OCTOBER 2018 SERVICE AGREEMENT between REZOLVE LIMITED and PETER VESCOService Agreement • December 6th, 2023 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • December 6th, 2023 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of August 12, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Armada Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 6th, 2023 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth above by and between Armada Acquisition Corp. I, a Delaware corporation (the “Armada”), Rezolve Group Limited, a Cayman Islands exempted company (the “Company”), and the undersigned Investor (the “Investor”), in connection with the proposed business combination (the “Transaction”) between the Company, Armada and Rezolve, Limited, a private limited company registered under the laws of England and Wales with registration number 09773823 (“Target”), pursuant to that certain Business Combination Agreement, dated as of December 17, 2021, by and among Armada, Target, the Company, Cayman Merger Sub, Inc., a Delaware corporation (“Cayman Merger Sub”), (as it may be amended from time to time, the “Transaction Agreement”). In connection with the Transaction, the Company is seeking commitments from interested investors to purchase, contingent upon, and substantially concurrently with the clo
INDEMNITY AGREEMENTIndemnity Agreement • June 12th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of {{DATE}}, 2024, by and between Rezolve AI Limited (to be re-registered as Rezolve AI Plc prior to closing occurring under the business combination agreement dated 17 December 2021, as amended and restated from time to time), a limited liability company registered under the laws of England and Wales with company number 14573691 (the “Company”), and Daniel Wagner (“Indemnitee”).
FORM OF AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • July 5th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York
This agreement is made as of [•], 2024 between Rezolve AI PLC, a public company incorporated under the laws of England and Wales with registration number 14573691 (“Company”), and Computershare Inc., a Delaware corporation (“Computershare Inc.”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, (collectively with Computershare Inc., “Computershare”) (“Warrant Agent”).
DATED 1ST APRIL 2016 SERVICE AGREEMENT between REZOLVE LIMITED and DANIEL WAGNERService Agreement • December 6th, 2023 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
WARRANT AGREEMENTWarrant Agreement • August 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York
This agreement is made as of August 15 , 2024 between Rezolve AI Limited, a limited company incorporated under the laws of England and Wales with registration number 14573691 (“Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, (together with Computershare, the “Warrant Agent”).
REZOLVE LIMITED and THE RADIO GROUP GMBH and ANY LIFESTYLE MARKETING GMBH LOAN AGREEMENTLoan Agreement • May 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
Armada Acquisition Corp. I Philadelphia, PA 19103 Northland Securities, Inc. New York, NY 10017Underwriting Agreement • December 6th, 2023 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Northland Securities, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (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-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
THIS AGREEMENT is dated 1st April 2016 PARTIES AGREED TERMSAgreement • May 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
THIS AGREEMENT is dated 1st April 2016 PARTIES AGREED TERMSAgreement • January 19th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • July 5th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of [•], 2024, by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”), Rezolve AI PLC, a public limited company registered under the laws of England and Wales with registration number 14573691 (“Rezolve”), Computershare Inc., a Delaware corporation (“Computershare Inc.”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, (collectively with Computershare Inc., “Computershare”) as successor warrant agent, and Continental Stock Transfer & Trust Company, a New York Corporation (the “Continental”) as former warrant agent. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Contractual Agreement betweenContractual Agreement • May 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
LOCK-IN AGREEMENTLock-in Agreement • August 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
This Lock-In Agreement (this “Agreement”) dated as of 15 August, 2024 is made and entered into by and among Rezolve AI Limited, a private limited liability company registered under the laws of England and Wales with registration number 14573691 (the “Company”), and [x] (the “Holder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement originally dated as of December 17, 2021 and amended on November 10, 2022 and further amended and restated as of June 16, 2023 (the “Business Combination Agreement” or “BCA”), by and among the Company, Rezolve Limited, a private limited liability company registered under the laws of England and Wales with registration number 09773823 (the “Original Company”), Rezolve Merger Sub, Inc., a Delaware corporation (the “Merger Sub”) and Armada Acquisition Corp. I, a Delaware corporation (“Armada”).
Agreement in the context of the Binding Term Sheet dated 24 May 2023 SCHALAST LAW I TAX Mendelssohnstr. 75-77 60325 Frankfurt am Main GennanyREZOLVE GROUP LTD • May 21st, 2024 • Services-computer programming, data processing, etc.
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • August 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of 15 August, 2024, by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”), Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (“Rezolve”), Computershare Inc., a Delaware corporation (“Computershare Inc.”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, ( the “Trust Company” and, together with Computershare Inc., “Computershare”) as successor warrant agent, and Continental Stock Transfer & Trust Company, a New York Corporation (the “Continental”) as former warrant agent. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • Delaware
This Investor Rights Agreement (this “Agreement”) dated as of August 15, 2024 is made and entered into by and among Rezolve AI Limited, a private limited liability company registered under the laws of England and Wales with registration number 14573691 (the “Company”), and the parties listed on Annex A (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement originally dated as of December 17, 2021 and amended on November 10, 2022 and further amended and restated as of 16 June 2023 and amended on 4 August 2023 (the “Business Combination Agreement” or “BCA”), by and among the Company, Rezolve Limited, a private limited liability company registered under the laws of England and Wales with registration number 09773823 (the “Original Company”), Rezolve Merger Sub, Inc., a Delaware corporation (the “Merger Sub”) and Armada Acquisition Corp. I, a Delaware corporation (“Armada”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • December 6th, 2023 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • Delaware
TRANSACTION SUPPORT AGREEMENT, dated as of December 17, 2021 (this “Agreement”), by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”), those certain stockholders of Rezolve Limited, a private limited liability company registered under the laws of England and Wales (collectively with any predecessor entities, the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”), the Company and Rezolve Group Limited, a Cayman Islands exempt company (“Cayman NewCo”).
