AGREEMENTEquity Transfer Agreement • May 17th, 2011 • Zap • Motorcycles, bicycles & parts
This Agreement (the “Agreement”) is made and entered into as of this 15th day of April, 2011, by and among ZAP, a California corporation (“ZAP”), and Jonway Group Co., Ltd., a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China (“Jonway Group,” and together, the “Parties”).
AMENDMENT NO. 1 TO WARRANTWarrant • May 17th, 2011 • Zap • Motorcycles, bicycles & parts
THIS AMENDMENT NO. 1 TO WARRANT (this “Amendment”), effective as of March 31, 2011, is hereby executed by China Electric Vehicle Corporation (the “Holder”) and as consented to by ZAP (the “Company” and together with the Holder, the “Parties”) to that certain Warrant to Purchase Shares of Common Stock of ZAP (the “Warrant”) issued to Holder by the Company pursuant to that certain Senior Secured Convertible Note and Warrant Purchase Agreement entered into by the Parties, dated as of January 12, 2011 (the “Purchase Agreement”). The Parties, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, here by agree as follows:
WARRANT TO PURCHASE SHARES OF COMMON STOCK of ZAP Dated as of January 12, 2011 Void after the date specified in Section 8Warrant Agreement • May 17th, 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 “Warrant.”
AMENDMENT NO. 1 TO NOTESenior Secured Convertible Promissory Note • May 17th, 2011 • Zap • Motorcycles, bicycles & parts
THIS AMENDMENT NO. 1 TO NOTE (this “Amendment”) is hereby executed by China Electric Vehicle Corporation (the “Holder”) and as consented to by ZAP (the “Company” and together with the Holder, the “Parties”) to that certain Senior Secured Convertible Promissory Note Due 2012 (the “Note”) issued to Holder by the Company pursuant to that certain Senior Secured Convertible Note and Warrant Purchase Agreement entered into by the Parties, dated as of January 12, 2011 (the “Purchase Agreement”), effective as of March 31, 2011. The Parties, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, here by agree as follows:
