Dated October 24, 2022Lock-Up Agreement • October 28th, 2022 • Sizzle Acquisition Corp. • Blank checks
This Lock-up Agreement (this “Agreement”) is entered into as of October 24, 2022, by and among VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), European Lithium Limited, an Australian Public Company limited by shares (“EUR”), and Critical Metals Corp., BVI business company incorporated in the British Virgin Islands (“PubCo”). The Sponsor, EUR, PubCo and their respective successors and permitted assigns are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Investors AgreementInvestors Agreement • October 28th, 2022 • Sizzle Acquisition Corp. • Blank checks
This Investors Agreement (this “Agreement”) is entered into this [___], 2022, by and between European Lithium Limited, an Australian Public Company limited by shares (“EUR”), and Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”). EUR and PubCo and their respective successors and permitted assigns are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • October 28th, 2022 • Sizzle Acquisition Corp. • Blank checks • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and among Sizzle Acquisition Corp., a Delaware corporation (“SPAC”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Continental”), as warrant agent. Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2022 • Sizzle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of [·] (the “Effective Date”), by and among Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), European Lithium Limited, an Australian Public Company limited by shares (“EUR”), Sizzle Acquisition Corp., a Delaware corporation (“SPAC”), VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each of the persons listed under the heading “Holders” on the signature pages attached hereto (together with EUR and the Sponsor, the “Holders,” and each (including EUR and the Sponsor) individually, a “Holder”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 28th, 2022 • Sizzle Acquisition Corp. • Blank checks
This Sponsor Support Agreement (this “Agreement”) is entered into on October 24, 2022 by VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Sizzle Acquisition Corp., a Delaware corporation (“SPAC”) and European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands (the “Company”). The Sponsor, SPAC and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement referenced below.
AGREEMENT AND PLAN OF MERGER BY AND AMONG EUROPEAN LITHIUM LIMITED, as EUR European Lithium AT (Investments) LIMITED, as the Company CRITICAL METALS CORP., as PubCo PROJECT WOLF MERGER SUB INC., as Merger Sub AND SIZZLE ACQUISTION CORP., as SPAC DATED...Merger Agreement • October 28th, 2022 • Sizzle Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of October 24, 2022, by and among European Lithium Limited, an Australian Public Company limited by shares, and the holder of all of the issued Company Ordinary Shares (“EUR”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR (the “Company”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”) and Sizzle Acquisition Corp., a Delaware corporation (“SPAC”). Each of EUR, the Company, PubCo, Merger Sub and SPAC shall individually be referred to herein as a “Party” and, collectively, as the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes h
