ContractConvertible Note Agreement • January 25th, 2011 • Zap • Motorcycles, bicycles & parts
THIS NOTE AND THE COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED TO AN “ACCREDITED INVESTOR” (AS SUCH TERM IS DEFINED IN THE RULES AND REGULATIONS PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED) IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
SECURITY AGREEMENTSecurity Agreement • January 25th, 2011 • 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 January 12, 2011, is executed by ZAP, a California corporation (together with its successors and assigns, “Debtor”), in favor of China Electric Vehicle Corporation, a British Virgin Island company, as secured party (together with its successors and assigns, “Secured Party”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2011 • Zap • Motorcycles, bicycles & parts • California
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of January 12, 2011, by and between ZAP, a California corporation (the “Company”), China Electric Vehicle Corporation, a British Virgin Island company (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 (as defined below).
WARRANT TO PURCHASE SHARES OF COMMON STOCK of ZAP Dated as of January 12, 2011 Void after the date specified in Section 8Warrant Agreement • January 25th, 2011 • Zap • Motorcycles, bicycles & parts • California
THIS CERTIFIES THAT, for value received, China Electric Vehicle Corporation, a British Virgin Island company, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from ZAP, a California corporation (the “Company”), shares of the Company’s Common Stock (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Holder (the “Purchase Agreement”). This is the warrant defined in the Purchase Agreement as the “First Warrant.”
SENIOR SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTSenior Secured Convertible Note and Warrant Purchase Agreement • January 25th, 2011 • Zap • Motorcycles, bicycles & parts • California
This SENIOR SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (as amended, restated, modified or otherwise supplemented hereby and from time to time, this “Agreement”) is entered into as of January 12, 2011, by and between ZAP, Inc. a California corporation (the “Company”), and China Electric Vehicle Corporation, a British Virgin Island company (the “Investor”).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • January 25th, 2011 • Zap • Motorcycles, bicycles & parts • California
This Amended and Restated Voting Agreement (this “Agreement”) is made as of January 12, 2011 by and among ZAP, a California corporation (the “Company”), China Electric Vehicle Corporation, a British Virgin Island company. (the “Investor”), and the shareholders of the Company set forth on Schedule I hereto (each a “Significant Holder,” and collectively the “Significant Holders”).
