0001193125-24-204510 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • August 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York

This agreement is made as of August 15 , 2024 between Rezolve AI Limited, a limited company incorporated under the laws of England and Wales with registration number 14573691 (“Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, (together with Computershare, the “Warrant Agent”).

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WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Warrant Assignment, Assumption and Amendment Agreement • August 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York

This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of 15 August, 2024, by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”), Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (“Rezolve”), Computershare Inc., a Delaware corporation (“Computershare Inc.”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, ( the “Trust Company” and, together with Computershare Inc., “Computershare”) as successor warrant agent, and Continental Stock Transfer & Trust Company, a New York Corporation (the “Continental”) as former warrant agent. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

LOCK-IN AGREEMENT
Lock-in Agreement • August 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc.

This Lock-In Agreement (this “Agreement”) dated as of 15 August, 2024 is made and entered into by and among Rezolve AI Limited, a private limited liability company registered under the laws of England and Wales with registration number 14573691 (the “Company”), and [x] (the “Holder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement originally dated as of December 17, 2021 and amended on November 10, 2022 and further amended and restated as of June 16, 2023 (the “Business Combination Agreement” or “BCA”), by and among the Company, Rezolve Limited, a private limited liability company registered under the laws of England and Wales with registration number 09773823 (the “Original Company”), Rezolve Merger Sub, Inc., a Delaware corporation (the “Merger Sub”) and Armada Acquisition Corp. I, a Delaware corporation (“Armada”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 21st, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • Delaware

This Investor Rights Agreement (this “Agreement”) dated as of August 15, 2024 is made and entered into by and among Rezolve AI Limited, a private limited liability company registered under the laws of England and Wales with registration number 14573691 (the “Company”), and the parties listed on Annex A (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement originally dated as of December 17, 2021 and amended on November 10, 2022 and further amended and restated as of 16 June 2023 and amended on 4 August 2023 (the “Business Combination Agreement” or “BCA”), by and among the Company, Rezolve Limited, a private limited liability company registered under the laws of England and Wales with registration number 09773823 (the “Original Company”), Rezolve Merger Sub, Inc., a Delaware corporation (the “Merger Sub”) and Armada Acquisition Corp. I, a Delaware corporation (“Armada”).

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