SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 21st, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June [●], 2024, between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PERSONAL AND CONFIDENTIALPersonal and Confidential • June 21st, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers) • New York
The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Zoomcar Holdings, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of promissory notes (“Notes”) and warrants (“Investor Warrants” and together with the Notes, “Securities”) to purchase its shares of Common Stock. This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on b
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June [*], 2024, between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ZOOMCAR HOLDINGS, INC.Zoomcar Holdings, Inc. • June 21st, 2024 • Services-auto rental & leasing (no drivers)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the later of (i) the six month anniversary of the date hereof or (ii) the date that the Company obtains Stockholder Approval (the “Initial Exercise Date”) and expiring at 5:00 p.m. (New York City time) on the five year anniversary of the date that of the last to occur of (a) the Resale Effective Date and (b) the date that Stockholder Approval is obtained (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF NOTE]Zoomcar Holdings, Inc. • June 21st, 2024 • Services-auto rental & leasing (no drivers) • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE
