REZOLVE AI LTD Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 19th, 2024 • 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”).

Sample 1Sample 2Sample 3See All (791)
AutoNDA by SimpleDocs
INDEMNITY AGREEMENT
Indemnification & Liability • 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”).

Sample 1Sample 2Sample 3See All (151)
SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity 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.”

Sample 1Sample 2Sample 3See All (77)
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 18th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of ______, 2024, between Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Sample 1Sample 2Sample 3See All (9)
SUBSCRIPTION AGREEMENT
Subscription Agreement • January 19th, 2024 • 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

Sample 1Sample 2Sample 3See All (8)
WARRANT AGREEMENT
Warrant 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”).

Sample 1Sample 2Sample 3See All (6)
DATED 1ST OCTOBER 2018 SERVICE AGREEMENT between REZOLVE LIMITED and PETER VESCO
Service Agreement • January 19th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
Sample 1Sample 2Sample 3See All (4)
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT
Private Placement Shares Purchase Agreement • January 19th, 2024 • 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”).

Sample 1Sample 2Sample 3
WARRANT AGREEMENT
Warrant 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”).

Sample 1Sample 2
THIS AGREEMENT is dated 1st April 2016 PARTIES AGREED TERMS
Employment Agreement • May 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
Sample 1Sample 2
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Warrant 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).

Sample 1Sample 2
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT Rezolve AI Limited
Pre-Funded Ordinary Share Purchase Warrant • December 18th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York

THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Sample 1
ORDINARY SHARE PURCHASE WARRANT Rezolve AI Limited
Ordinary Share Purchase Warrant • December 18th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York

THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”), provided that, if there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Warrant Shares to the Holder (“Registration Statement Unavailability”) at any time during the term of this Warrant (the aggregate number of days on which the Regist

Sample 1
DATED 1ST APRIL 2016 SERVICE AGREEMENT between REZOLVE LIMITED and DANIEL WAGNER
Service Agreement • December 6th, 2023 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • England and Wales
Sample 1
REZOLVE LIMITED and THE RADIO GROUP GMBH and ANY LIFESTYLE MARKETING GMBH LOAN AGREEMENT
Loan Agreement • May 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
Sample 1
Armada Acquisition Corp. I Philadelphia, PA 19103 Northland Securities, Inc. New York, NY 10017
Underwriting Agreement • January 19th, 2024 • 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.

Sample 1
Contractual Agreement between
Contractual Agreement • May 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
Sample 1
THIS DEED OF AMENDMENT is made on _________________ 2024 by:
Loan Note Instrument • December 18th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc.

REZOLVE AI LIMITED (company number 14573691) whose registered office is at 5 New Street Square, London, EC4A 3TW, United Kingdom (the "Company").

Sample 1
LOCK-IN AGREEMENT
Lock-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”).

Sample 1
Agreement in the context of the Binding Term Sheet dated 24 May 2023 SCHALAST LAW I TAX Mendelssohnstr. 75-77 60325 Frankfurt am Main Gennany
Binding Term Sheet • May 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.
Sample 1
INVESTOR RIGHTS AGREEMENT
Investor 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”).

Sample 1
TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • January 19th, 2024 • 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”).

Sample 1
AutoNDA by SimpleDocs
ORDINARY SHARE PURCHASE WARRANT Rezolve AI Limited
Ordinary Share Purchase Warrant • December 19th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York

THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) thirty (30) days after the VWAP is at or above $______ for five consecutive Trading Days and (ii) ______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”), provided that, if there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Warrant Shares to the Holder (“Registration Sta

Sample 1
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!