0001072613-15-000366 Sample Contracts

Contract
Zap • August 12th, 2015 • 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.

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AMENDMENT TO
Zap • August 12th, 2015 • Motorcycles, bicycles & parts • California

This Amendment to the Warrant to Purchase Shares of Common Stock of ZAP (this "Warrant Amendment") are made and entered into as of July 30, 2015, by and among ZAP, a California corporation (the "Company") and China Electric Vehicle Corporation, a British Virgin Island company (the "Holder").

AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ZAP
Zap • August 12th, 2015 • Motorcycles, bicycles & parts • California

This Amendment to the Warrant to Purchase Shares of Common Stock of ZAP (this “Warrant Amendment”) are made and entered into as of August 5, 2015, by and among ZAP, a California corporation (the “Company”) and Cathaya Capital, L.P., a Cayman Islands exempted limited partnership, or its registered assigns (the “Holder”).

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