SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2025 • Critical Metals Corp. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2025, between Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
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SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 22nd, 2025 • Critical Metals Corp. • Metal mining • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 21, 2025, is by and among Critical Metals Corp., an exempted company organized under the laws of the British Virgin Islands with offices located at 712 Fifth Ave, 11th floor, New York, NY 10019 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (including those that may be added to the Schedule of Buyers at a later date, individually, a “Buyer” and collectively, the “Buyers”). The Company and the Buyers may be referred to herein individually as a “Party” or collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2025 • Critical Metals Corp. • Metal mining
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2025, is by and among Critical Metals Corp., an exempted company organized under the laws of the British Virgin Islands with offices located at 712 Fifth Ave, 11th floor, New York, NY 10019 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
ORDINARY SHARE PURCHASE WARRANT Critical Metals Corp.Ordinary Share Purchase Warrant • February 10th, 2025 • Critical Metals Corp. • Metal mining
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 February 7, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (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).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 4th, 2024 • Critical Metals Corp. • Metal mining
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).
Dated February 27, 2024 Investors AgreementInvestors Agreement • March 4th, 2024 • Critical Metals Corp. • Metal mining
This Investors Agreement (this “Agreement”) is entered into this February 27, 2024, 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).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • March 4th, 2024 • Critical Metals Corp. • Metal mining • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is entered into as of February 27, 2024, 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 4th, 2024 • Critical Metals Corp. • Metal mining • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of February 27, 2024 (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. Washington, DC 20011Private Placement Shares Agreement • December 23rd, 2022 • Critical Metals Corp.
This letter agreement is being entered into by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (“EBC”), relating to the 70,000 shares of the Company’s common stock currently held by EBC (the “EBC Shares”). By executing below, EBC hereby agrees to the following:
Omnibus Amendment to Subscription AgreementsSubscription Agreement • March 4th, 2024 • Critical Metals Corp. • Metal mining • New York
This Omnibus Amendment to Subscription Agreements (this “Amendment”), dated as of February 25, 2024 (the “Effective Date”), is by and among Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Sizzle Acquisition Corporation, a Delaware corporation (the “Company”) and the subscriber party to the applicable Subscription Agreement (as defined below) set forth on the signature pages hereto (each, a “Subscriber”). Each such person is referred to herein as a “Party” and, collectively, such Persons are referred to herein as the “Parties.”
LETTER AGREEMENT RELATING TO SHARE SUBSCRIPTION FACILITYShare Subscription Facility Agreement • March 4th, 2024 • Critical Metals Corp. • Metal mining
This Letter Agreement (the “Letter Agreement”), is made as of February 27, 2024, by and between CRITICAL METALS CORP., a BVI business company incorporated in the British Virgin Islands (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”). Defined terms used but not otherwise defined herein shall have the meanings given to such terms in the Share Purchase Agreement (as defined below).
THIRD LETTER AGREEMENT RELATING TO SHARE SUBSCRIPTION FACILITYShare Subscription Agreement • October 30th, 2024 • Critical Metals Corp. • Metal mining
This Third Letter Agreement (this “Agreement”), is made as of September 27, 2024, by and between CRITICAL METALS CORP., a BVI business company incorporated in the British Virgin Islands (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”). Defined terms used but not otherwise defined herein shall have the meanings given to such terms in the Share Purchase Agreement (as defined below).
WAIVER AND AmendmentWaiver and Amendment • February 10th, 2025 • Critical Metals Corp. • Metal mining • New York
This Waiver and Amendment (this “Amendment”), dated as of February 6, 2025 (the “Effective Date”), is by and among Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (the “Company”) and each of the parties comprising the “Required Holders” (as defined in the JBA SPA (as defined below)). Each such person is referred to herein as a “Party” and, collectively, such Persons are referred to herein as the “Parties.”
FIRST AMENDMENT TO LOCK-UP AGREEMENTLock-Up Agreement • March 4th, 2024 • Critical Metals Corp. • Metal mining
This First Amendment To Lock-Up Agreement, dated as of February 20, 2024 (this “Amendment”), amends that certain Lock-Up Agreement made and entered into as of October 24, 2022 (the “Lock-Up Agreement”), by and among (i) VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), (ii) European Lithium Limited, an Australian Public Company limited by shares (“EUR”) and (iii) Critical Metals Corp., BVI business company incorporated in the British Virgin Islands (“PubCo”). Capitalized terms used but not otherwise defined herein shall have their respective meanings assigned to such terms in the Lock-Up Agreement.
SECOND LETTER AGREEMENT RELATING TO SHARE SUBSCRIPTION FACILITYShare Subscription Facility Agreement • May 1st, 2024 • Critical Metals Corp. • Metal mining
This Second Letter Agreement (this “Agreement”), is made as of April 29, 2024, by and between CRITICAL METALS CORP., a BVI business company incorporated in the British Virgin Islands (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”). Defined terms used but not otherwise defined herein shall have the meanings given to such terms in the Share Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2025 • Critical Metals Corp. • Metal mining
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
Dated [●]/[●]/[●] Form of Director and Officer Indemnification AgreementDirector and Officer Indemnification Agreement • August 7th, 2023 • Critical Metals Corp. • Metal mining • Virgin Islands
This Indemnity Agreement (this “Agreement”) is made [●], by and between Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (the “Company”), and [●] (“Indemnitee”).