0001072613-09-001210 Sample Contracts

ZAP INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 10th, 2009 • Zap • Motorcycles, bicycles & parts • California

This Indemnification Agreement (this “Agreement”) is dated as of August 6, 2009 and is between ZAP, a California corporation (the “Company”), and Priscilla Lu (“Indemnitee”).

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SECURITY AGREEMENT
Security Agreement • August 10th, 2009 • Zap • Motorcycles, bicycles & parts • California

This Security Agreement (as amended, restated, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of August 6, 2009, is executed by ZAP, a California corporation (together with its successors and assigns, “Debtor”), in favor of Cathaya Capital, L.P., a Cayman Islands exempted limited partnership, as secured party (together with its successors and assigns, “Secured Party”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 10th, 2009 • Zap • Motorcycles, bicycles & parts • California

This Registration Rights Agreement (this “Agreement”) is made as of August 6, 2009, by and between ZAP, a California corporation (the “Company”), and Cathaya Capital, L.P., a Cayman Islands exempted limited partnership (the “Investor”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1 or in the Purchase Agreement.

SECURITIES PURCHASE AGREEMENT Dated as of August 6, 2009 by and among ZAP, a California corporation and Cathaya Capital, L.P., a Cayman Islands exempted limited partnership
Securities Purchase Agreement • August 10th, 2009 • Zap • Motorcycles, bicycles & parts • California

This SECURITIES PURCHASE AGREEMENT (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”) is entered into as of August 6, 2009, by and between ZAP, a California corporation (the “Company”), and Cathaya Capital, L.P., a Cayman Islands exempted limited partnership (the “Investor”).

ZAP AMENDMENT TO PRIOR EMPLOYMENT AGREEMENTS
Employment Agreement • August 10th, 2009 • Zap • Motorcycles, bicycles & parts • California

This amendment (the “Amendment”) is made by and between Steven Schneider (the “Executive”) and ZAP, a California corporation (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) on August 6, 2009.

VOTING AGREEMENT
Voting Agreement • August 10th, 2009 • Zap • Motorcycles, bicycles & parts • California

This Voting Agreement (this “Agreement”) is made as of August 6, 2009 by and among ZAP, a California corporation (the “Company”), Cathaya Capital, L.P., a Cayman Islands exempted limited partnership (the “Investor”), and the shareholders of the Company set forth on Schedule I hereto (each a “Significant Holder,” and collectively the “Significant Holders”).

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