ContractZap • May 21st, 2012 • Motorcycles, bicycles & parts
THIS NOTE AND THE COMMON STOCK 1SSUABLE 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.
AMENDED AND RESTATED WARRANT TO PURCHASE SHARES OF COMMON STOCK of ZAP Dated as of March 21, 2012 Void after the date specified in Section 8Zap • May 21st, 2012 • Motorcycles, bicycles & parts • California
This Amended and Restated Warrant to Purchase Shares of Common Stock of ZAP ("Warrant") amends, restates and supersedes in its entirety that certain Warrant to Purchase Shares of Common Stock of Zap Dated January 12, 2011, as amended pursuant to Amendment No. 1 to Warrant, effective March 31, 2011. 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 wan-ant defined in the Purchase Agreement as the "Warrant."
