8-K
Zoomcar Holdings, Inc. (ZCAR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):June 6, 2025
ZOOMCAR HOLDINGS, INC.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-40964 | 99-0431609 |
|---|---|---|
| (State or other jurisdiction ofincorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| Anjaneya Techno Park, No.147, 1st FloorKodihalli, Bangalore, India | 560008 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
+918048821871
(Registrant’s telephone number, includingarea code)
(Former name or former address, if changed sincelast report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| NA | NA | NA |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
The Company entered into Securities Purchase Agreements and related agreements dated December 23, 2024 and January 31, 2025, respectively, with certain accredited investors (the “Investors”) in connection with a private placement offering of shares of the Company’s common stock, par value $0.0001 per share (the “CommonStock”) and certain warrants that are discussed more fully in the Current Reports on Form 8-K filed by the Company on December 26, 2024 and February 6, 2025, respectively (the “Offering”).
On June 6, 2025, the Company issued a settlement letter (the “Settlement Letter”) to each of certain of the Investors (the “Settlement Investors”), pursuant to which the Settlement Investors agreed to the settlement of liquidated damages arising from Section 2.4 of the Registration Rights Agreements with the Investors, entered into on December 23, 2024 and January 31, 2025, respectively (“RRAs”), in connection with the Offering. Under the provisions of the Settlement Letter, the Company agreed to issue an aggregate of 1,950,600 pre-funded warrants with an aggregate value of US$3,023,400 to the Settlement Investors (the “Settlement Warrants”), with each Settlement Warrant having an exercise price of $0.0001 per share of Common Stock, in consideration for the full payment of liquidated damages owed to each Settlement Investor under Section 2.4 of the applicable RRA, and each Settlement Investor’s release of the Company from any and all claims thereunder including, without limitation any additional liquidated damages. The valuation of the Settlement Warrants was calculated based on the volume-weighted average price of the Company’s common stock over the five (5) trading days immediately preceding June 6, 2025.
The Settlement Warrants may be exercised at any time until they are exercised, in full, at an exercise price of $0.0001 per share of Common Stock, and may also be exercised on a cashless exercise basis, in lieu of any cash payment, in accordance with the formula provided in the Settlement Warrants. The Settlement Warrants provide for certain penalties in the event that the shares of Common Stock are not delivered on a timely basis, in connection with any exercise, and are subject to certain beneficial ownership limitations so that a holder may not exercise a settlement Warrant may not be exercised if any such exercise would cause the holder to own greater than 4.99% or 9.99% of the Company’s shares of Common Stock then outstanding, as applicable. The Settlement Warrants also provide for customary adjustments in the event of stock dividends, splits and the like, provide for participation in rights offerings and terms relating to the occurrence of a “Fundamental Transaction, such as a merger, reorganization or recapitalization.
The foregoing descriptions of the Settlement Letters and the Settlement Warrants do not purport to be complete and are qualified in their entirety by reference to the Settlement Letter and the form of Settlement Warrant, copies of which are filed as Exhibits 10.1 and 4.1, respectively to this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| ExhibitNumber | Description |
|---|---|
| 4.1 | Form of Pre-Funded Warrant |
| 10.1 | Settlement Letter dated June 6, 2025 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 18, 2025 | Zoomcar Holdings, Inc. | |
|---|---|---|
| By: | /s/ Shachi Singh | |
| Name: | Shachi Singh | |
| Title: | Chief Legal Officer |
Exhibit 4.1
NEITHER THIS SECURITY NORTHE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIESCOMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIESACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTAND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAYBE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
PRE-FUNDEDWARRANT TO PURCHASE COMMON STOCK
ZOOMCAR HOLDINGS,INC.
| Warrant<br>Shares: <<>> | Issuance Date: <<>> |
|---|
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (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 until this Warrant is exercised in full (the “Termination Date”) , 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 (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
| 1. | Definitions. The following<br> terms have the meanings indicated in this Section 1: |
|---|---|
| 1.1. | “Affiliate”<br> means any Person that, directly or indirectly through one or more intermediaries, controls<br> or is controlled by or is under common control with a Person, as such terms are used in and<br> construed under Rule 405 under the Securities Act. |
| --- | --- |
| 1.2. | “Bid Price”<br> means, for any date, the price determined by the first of the following clauses that applies:<br> (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the<br> Common Stock for the time in question (or the nearest preceding date) on the Trading Market<br> on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on<br> a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)<br> if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common<br> Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c)<br> if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices<br> for the Common Stock are then reported on the Pink Open Market (or a similar organization<br> or agency succeeding to its functions of reporting prices), the most recent bid price per<br> share of Common Stock so reported, or (d) in all other cases, the fair market value of a<br> share of Common Stock as determined by an independent appraiser selected in good faith by<br> the Holder and reasonably acceptable to the Company, the fees and expenses of which shall<br> be paid by the Holder. |
| --- | --- |
| 1.3. | “Board of Directors”<br> means the board of directors of the Company. |
| --- | --- |
| 1.4. | “Business Day”<br> means any day other than Saturday, Sunday or other day on which commercial banks in The City<br> of New York are authorized or required by law to remain closed; provided, however,<br> for clarification, commercial banks shall not be deemed to be authorized or required by law<br> to remain closed due to “stay at home”, “shelter-in-place”, “non-essential<br> employee” or any other similar orders or restrictions or the closure of any physical<br> branch locations at the direction of any governmental authority so long as the electronic<br> funds transfer systems (including for wire transfers) of commercial banks in The City of<br> New York generally are open for use by customers on such day. |
| --- | --- |
| 1.5. | “Commission”<br> means the United States Securities and Exchange Commission. |
| --- | --- |
| 1.6. | “Common Stock”<br> means the common stock of the Company, $0.0001 par value per share, and any other class of<br> securities into which such securities may hereafter be reclassified or changed. |
| --- | --- |
| 1.7. | “Common Stock Equivalents”<br> means any securities of the Company or the Subsidiaries which would entitle the holder thereof<br> to acquire at any time Common Stock, including, without limitation, any debt, preferred stock,<br> right, option, warrant or other instrument that is at any time convertible into or exercisable<br> or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. |
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| 1.8. | “Exchange Act”<br> means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated<br> thereunder. |
| --- | --- |
| 1.9. | “Person” means<br> an individual or corporation, partnership, trust, incorporated or unincorporated association,<br> joint venture, limited liability company, joint stock company, government (or an agency or<br> subdivision thereof) or other entity of any kind. |
| --- | --- |
| 1.10. | “Securities Act”<br> means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. |
| --- | --- |
| 1.11. | “Subsidiary”<br> means any subsidiary of the Company and shall, where applicable, also include any direct<br> or indirect subsidiary of the Company formed or acquired after the date hereof. |
| --- | --- |
| 1.12. | “Trading Day”<br> means a day on which the Common Stock is traded on a Trading Market. |
| --- | --- |
| 1.13. | “Trading Market”<br> means any of the following markets or exchanges on which the Common Stock is listed or quoted<br> for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq<br> Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX<br> (or any successors to any of the foregoing). |
| --- | --- |
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| 1.14. | “Transfer Agent”<br> means Equiniti Trust Company, LLC, the current transfer agent of the Company, with a mailing<br> address of 48 Wall Street, 22^nd^ Floor, New York NY 10005 and an email address<br> of , and any successor transfer agent of the Company. |
|---|---|
| 1.15. | “VWAP” means,<br> for any date, the price determined by the first of the following clauses that applies: (a)<br> if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted<br> average price of the Common Stock for such date (or the nearest preceding date) on the Trading<br> Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based<br> on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)),<br> (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common<br> Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c)<br> if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices<br> for the Common Stock are then reported on the Pink Open Market (or a similar organization<br> or agency succeeding to its functions of reporting prices), the most recent bid price per<br> share of Common Stock so reported, or (d) in all other cases, the fair market value of a<br> share of Common Stock as determined by an independent appraiser selected in good faith by<br> the Holder and reasonably acceptable to the Company, the fees and expenses of which shall<br> be paid by the Holder. |
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| 2. | Exercise. |
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| 2.1. | Exercise of Warrant. Exercise<br> of the purchase rights represented by this Warrant may be made, in whole or in part, at any<br> time or times on or after the date of issuance of the Warrant (“Issuance Date”)<br> and on or before the Termination Date by delivery to the Company of a duly executed PDF copy<br> submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the<br> form attached hereto as Exhibit 2.1 (the “Notice of Exercise”).<br> Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising<br> the Standard Settlement Period (as defined in Section 2.4.1 herein) following the date of<br> exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant<br> Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s<br> check drawn on a United States bank unless the cashless exercise procedure specified in Section<br> 2.3 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise<br> shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)<br> of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the<br> Holder shall not be required to physically surrender this Warrant to the Company until the<br> Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been<br> exercised in full, in which case, the Holder shall surrender this Warrant to the Company<br> for cancellation within three (3) Trading Days after the date on which the final Notice of<br> Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases<br> of a portion of the total number of Warrant Shares available hereunder shall have the effect<br> of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal<br> to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain<br> records showing the number of Warrant Shares purchased and the date of such purchases. The<br> Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day<br> of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge<br> and agree that, by reason of the provisions of this paragraph, following the purchase of<br> a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase<br> hereunder at any given time may be less than the amount stated on the face hereof. |
| --- | --- |
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| 2.2. | Exercise Price. The aggregate<br> exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant<br> Share, subject to adjustment hereunder (such nominal exercise price, the “Exercise Price”), was pre-funded to the Company on or prior to the Issuance Date pursuant<br> to the terms of the Settlement Agreement, dated as of June 6, 2025, by and between the Company<br> and the Holder (the “Settlement Agreement”) and, consequently,<br> no additional consideration (other than such Exercise Price) shall be required to be paid<br> by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not<br> be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise<br> price under any circumstance or for any reason whatsoever. | |
|---|---|---|
| 2.3. | Cashless Exercise. This<br> Warrant may also be exercised, in whole or in part, by means of a “cashless exercise”<br> in which the Holder shall be entitled to receive a number of Warrant Shares equal to the<br> quotient obtained by dividing [(A-B) (X)] by (A), where: | |
| --- | --- | |
| (A) | = | as applicable: (i) the VWAP on the<br> Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice<br> of Exercise is (1) both executed and delivered pursuant to Section 2.1 hereof on a day that<br> is not a Trading Day or (2) both executed and delivered pursuant to Section 2.1 hereof on<br> a Trading Day prior to the opening of “regular trading hours” (as defined in<br> Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading<br> Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately<br> preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common<br> Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the<br> Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise<br> is executed during “regular trading hours” on a Trading Day and is delivered<br> within two (2) hours thereafter (including until two (2) hours after the close of “regular<br> trading hours” on a Trading Day) pursuant to Section 2.1 hereof or (iii) the VWAP on<br> the date of the applicable Notice |
| --- | --- | --- |
of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2.1 hereof after the close of “regular trading hours” on such Trading Day;
| (B) | = | the Exercise Price of this Warrant,<br> as adjusted hereunder; and |
|---|---|---|
| (X) | = | the number of Warrant Shares that would be issuable upon exercise<br>of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless<br>exercise. |
| --- | --- | --- |
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If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. Without limiting any other provision in the Settlement Agreement, assuming (i) the Holder is not an Affiliate of the Company, and (ii) either (a) all of the applicable conditions of Rule 144 promulgated under the Securities Act with respect to Holder and the Warrant Shares are met or (B) there is no requirement for the Company to be in compliance with the current public information required under Rule 144, in the case of such a cashless exercise, the Company agrees that the Company will cause the removal of the legend from such Warrant Shares (including by delivering an opinion of the Company’s counsel to the Company’s transfer agent, which opinion shall remain in effect until the date on which the Company’s next quarterly filing (10-K or 10-Q) is due, at its own expense to ensure the foregoing), and the Company agrees that the Holder is under no obligation to sell the Warrant Shares issuable upon the exercise of the Warrant prior to removing the legend. The Company agrees not to take any position contrary to this Section 2.3.
| 2.4. | Mechanics of Exercise. |
|---|
2.4.1. Deliveryof Warrant Shares upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or by electronic delivery (at the election of the Holder), for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Issuance Date, which may be delivered at any time after the time of execution of the Settlement Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issuance Date and the Issuance Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.
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2.4.2. Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
2.4.3. RescissionRights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2.4.1 by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
2.4.4. Compensationfor Buy-In on Failure to Timely Deliver Warrant Shares upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2.4.1 above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored and return any amount received by the Company in respect of the Exercise Price for those Warrant Shares (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
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2.4.5. NoFractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
2.4.6. Charges,Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit 2.4.6 duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for sameday electronic delivery of the Warrant Shares.
2.4.7. Closingof Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
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| 2.5. | Holder’s Exercise Limitations.<br> The Company shall not effect any exercise of this Warrant, and a Holder shall not have the<br> right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the<br> extent that after giving effect to such issuance after exercise as set forth on the applicable<br> Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other<br> Persons acting as a group together with the Holder or any of the Holder’s Affiliates<br> (such Persons, “Attribution Parties”)), would beneficially own<br> in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the<br> foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder<br> and its Affiliates and Attribution Parties shall include the number of shares of Common Stock<br> issuable upon exercise of this Warrant with respect to which such determination is being<br> made, but shall exclude the number of shares of Common Stock which would be issuable upon<br> (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by<br> the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion<br> of the unexercised or unconverted portion of any other securities of the Company (including,<br> without limitation, any other Common Stock Equivalents) subject to a limitation on conversion<br> or exercise analogous to the limitation contained herein beneficially owned by the Holder<br> or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence,<br> for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance<br> with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,<br> it being acknowledged by the Holder that the Company is not representing to the Holder that<br> such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is<br> solely responsible for any schedules required to be filed in accordance therewith. To the<br> extent that the limitation contained in this Section 2.5 applies, the determination of whether<br> this Warrant is exercisable (in relation to other securities owned by the Holder together<br> with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable<br> shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise<br> shall be deemed to be the Holder’s determination of whether this Warrant is exercisable<br> (in relation to other securities owned by the Holder together with any Affiliates and Attribution<br> Parties) and of which portion of this Warrant is exercisable, in each case subject to the<br> Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm<br> the accuracy of such determination. In addition, a determination as to any group status as<br> contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act<br> and the rules and regulations promulgated thereunder. For purposes of this Section 2.5, in<br> determining the number of outstanding shares of Common Stock, a Holder may rely on the number<br> of outstanding shares of Common Stock as reflected in (A) the Company’s most recent<br> periodic or annual report filed with the Commission, as the case may be, (B) a more recent<br> public announcement by the Company or (C) a more recent written notice by the Company or<br> the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the<br> written or oral request of a Holder, the Company shall within one (1) Trading Day confirm<br> orally and in writing to the Holder the number of shares of Common Stock then outstanding.<br> In any case, the number of outstanding shares of Common Stock shall be determined after giving<br> effect to the conversion or exercise of securities of the Company, including this Warrant,<br> by the Holder or its Affiliates or Attribution Parties since the date as of which such number<br> of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance<br> of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after<br> giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.<br> The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership<br> Limitation provisions of this Section 2.5, provided that the Beneficial Ownership Limitation<br> in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately<br> after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant<br> held by the Holder and the provisions of this Section 2.5 shall continue to apply. Any increase<br> in the Beneficial Ownership Limitation will not be effective until the 61^st^ day<br> after such notice is delivered to the Company. The provisions of this paragraph shall be<br> construed and implemented in a manner otherwise than in strict conformity with the terms<br> of this Section 2.5 to correct this paragraph (or any portion hereof) which may be defective<br> or inconsistent with the intended Beneficial Ownership Limitation herein contained or to<br> make changes or supplements necessary or desirable to properly give effect to such limitation.<br> The limitations contained in this paragraph shall apply to a successor holder of this Warrant. |
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8
| 3. | Certain Adjustments. |
|---|---|
| 3.1. | Stock Dividends and Splits.<br> If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend<br> or otherwise makes a distribution or distributions on shares of Common Stock or any other<br> equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance<br> of doubt, shall not include any shares of Common Stock issued by the Company upon exercise<br> of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number<br> of shares, (iii) combines (including by way of reverse stock split) outstanding shares of<br> Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares<br> of Common Stock any shares of capital stock of the Company, then in each case the Exercise<br> Price shall be multiplied by a fraction of which the numerator shall be the number of shares<br> of Common Stock (excluding treasury shares, if any) outstanding immediately before such event<br> and of which the denominator shall be the number of shares of Common Stock outstanding immediately<br> after such event, and the number of Shares issuable upon exercise of this Warrant shall be<br> proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain<br> unchanged. Any adjustment made pursuant to this Section 3.1 shall become effective immediately<br> after the record date for the determination of stockholders entitled to receive such dividend<br> or distribution and shall become effective immediately after the effective date in the case<br> of a subdivision, combination or re-classification. |
| --- | --- |
| 3.2. | Subsequent Rights Offerings.<br> In addition to any adjustments pursuant to Section 3.1 above, if at any time the Company<br> grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants,<br> securities or other property pro rata to all (or substantially all) of the record holders<br> of any class of shares of Common Stock (the “Purchase Rights”),<br> then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights,<br> the aggregate Purchase Rights which the Holder could have acquired if the Holder had held<br> the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without<br> regard to any limitations on exercise hereof, including without limitation, the Beneficial<br> Ownership Limitation) immediately before the date on which a record is taken for the grant,<br> issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of<br> which the record holders of shares of Common Stock are to be determined for the grant, issue<br> or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s<br> right to participate in any such Purchase Right would result in the Holder exceeding the<br> Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in<br> such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock<br> as a result of such Purchase Right to such extent) and such Purchase Right to such extent<br> shall be held in abeyance for the Holder until such time, if ever, as its right thereto would<br> not result in the Holder exceeding the Beneficial Ownership Limitation). |
| --- | --- |
| 3.3. | Pro Rata Distributions.<br> During such time as this Warrant is outstanding, if the Company shall declare or make any<br> dividend or other distribution of its assets (or rights to acquire its assets) to all (or<br> substantially all) holders of shares of Common Stock, by way of return of capital or otherwise<br> (including, without limitation, any distribution of cash, stock or other securities, property<br> or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme<br> of arrangement or other similar transaction) (a “Distribution”),<br> at any time after the issuance of this Warrant, then, in each such case, the Holder shall<br> be entitled to participate in such Distribution to the same extent that the Holder would<br> have participated therein if the Holder had held the number of shares of Common Stock acquirable<br> upon complete exercise of this Warrant (without regard to any limitations on exercise hereof,<br> including without limitation, the Beneficial Ownership Limitation) immediately before the<br> date of which a record is taken for such Distribution, or, if no such record is taken, the<br> date as of which the record holders of shares of Common Stock are to be determined for the<br> participation in such Distribution (provided, however, that, to the extent that the Holder’s<br> right to participate in any such Distribution would result in the Holder exceeding the Beneficial<br> Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution<br> to such extent (or in the beneficial ownership of any shares of Common Stock as a result<br> of such Distribution to such extent) and the portion of such Distribution shall be held in<br> abeyance for the benefit of the Holder until such time, if ever, as its right thereto would<br> not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that<br> this Warrant has not been partially or completely exercised at the time of such Distribution,<br> such portion of the Distribution shall be held in abeyance for the benefit of the Holder<br> until the Holder has exercised this Warrant. |
| --- | --- |
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| 3.4. | Fundamental Transaction.<br> If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly,<br> in one or more related transactions effects any merger or consolidation of the Company with<br> or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects<br> any sale, lease, license, assignment, transfer, conveyance or other disposition of all or<br> substantially all of its assets in one or a series of related transactions, (iii) any, direct<br> or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another<br> Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender<br> or exchange their shares for other securities, cash or property and has been accepted by<br> the holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power<br> of the common equity of the Company, (iv) the Company, directly or indirectly, in one or<br> more related transactions effects any reclassification, reorganization or recapitalization<br> of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is<br> effectively converted into or exchanged for other securities, cash or property, or (v) the<br> Company, directly or indirectly, in one or more related transactions consummates a stock<br> or share purchase agreement or other business combination (including, without limitation,<br> a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another<br> Person or group of Persons whereby such other Person or group acquires 50% or more of the<br> outstanding shares of Common Stock or 50% or more of the voting power of the common equity<br> of the Company (each a “Fundamental Transaction”), then, upon any<br> subsequent exercise of this Warrant, the Holder shall have the right to receive, for each<br> Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence<br> of such Fundamental Transaction, at the option of the Holder (without regard to any limitation<br> in Section 2.5 on the exercise of this Warrant), the number of shares of Common Stock of<br> the successor or acquiring corporation or of the Company, if it is the surviving corporation,<br> and any additional consideration (the “Alternate Consideration”)<br> receivable as a result of such Fundamental Transaction by a holder of the number of shares<br> of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental<br> Transaction (without regard to any limitation in Section 2.5 on the exercise of this Warrant).<br> For purposes of any such exercise, the determination of the Exercise Price shall be appropriately<br> adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration<br> issuable in respect of one share of Common Stock in such Fundamental Transaction, and the<br> Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable<br> manner reflecting the relative value of any different components of the Alternate Consideration.<br> If holders of Common Stock are given any choice as to the securities, cash or property to<br> be received in a Fundamental Transaction, then the Holder shall be given the same choice<br> as to the Alternate Consideration it receives upon any exercise of this Warrant following<br> such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental<br> Transaction in which the Company is not the survivor (the “Successor Entity”)<br> to assume in writing all of the obligations of the Company under this Warrant in accordance<br> with the provisions of this Section 3.4 pursuant to written agreements in form and substance<br> reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay)<br> prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to<br> the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a<br> written instrument substantially similar in form and substance to this Warrant that is exercisable<br> for a corresponding number of shares of capital stock of such Successor Entity (or its parent<br> entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise<br> of this Warrant (without regard to any limitations on the exercise of this Warrant) prior<br> to such Fundamental Transaction, and with an exercise price which applies the exercise price<br> hereunder to such shares of capital stock (but taking into account the relative value of<br> the shares of Common Stock prior to such Fundamental Transaction and the value of such shares<br> of capital stock, such number of shares of capital stock and such exercise price being for<br> the purpose of protecting the economic value of this Warrant immediately prior to the consummation<br> of such Fundamental Transaction), and which is reasonably satisfactory in form and substance<br> to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity<br> shall be added to the term “Company” under this Warrant (so that from and after<br> the occurrence or consummation of such Fundamental Transaction, each and every provision<br> of this Warrant referring to the “Company” shall refer instead to each of the<br> Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor<br> Entity or Successor Entities, jointly and severally with the Company, may exercise every<br> right and power of the Company prior thereto and the Successor Entity or Successor Entities<br> shall assume all of the obligations of the Company prior thereto under this Warrant with<br> the same effect as if the Company and such Successor Entity or Successor Entities, jointly<br> and severally, had been named as the Company herein. For the avoidance of doubt, the Holder<br> shall be entitled to the benefits of the provisions of this Section 3.4 regardless of (i)<br> whether the Company has sufficient authorized shares of Common Stock for the issuance of<br> Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Issuance<br> Date. |
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10
| 3.5. | Calculations. All calculations<br> under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,<br> as the case may be. For purposes of this Section 3, the number of shares of Common Stock<br> deemed to be issued and outstanding as of a given date shall be the sum of the number of<br> shares of Common Stock (excluding treasury shares, if any) issued and outstanding. |
|---|---|
| 3.6. | Notice to Holder. |
| --- | --- |
3.6.1. Adjustmentto Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
3.6.2. Noticeto Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
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| 4. | Transfer of Warrant. |
|---|---|
| 4.1. | Transferability. Subject<br> to compliance with any applicable securities laws and the conditions set forth in Section<br> 4.4 hereof, this Warrant and all rights hereunder are transferable, in whole or in part,<br> upon surrender of this Warrant at the principal office of the Company or its designated agent,<br> together with a written assignment of this Warrant substantially in the form attached hereto<br> as Exhibit 2.4.6 duly executed by the Holder or its agent or attorney and funds sufficient<br> to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and,<br> if required, such payment, the Company shall execute and deliver a new Warrant or Warrants<br> in the name of the assignee or assignees, as applicable, and in the denomination or denominations<br> specified in such instrument of assignment, and shall issue to the assignor a new Warrant<br> evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be<br> cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required<br> to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant<br> in full, in which case, the Holder shall surrender this Warrant to the Company within three<br> (3) Trading Days after the date on which the Holder delivers an assignment form to the Company<br> assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith,<br> may be exercised by a new holder for the purchase of Warrant Shares without having a new<br> Warrant issued. |
| --- | --- |
| 4.2. | New Warrants. This Warrant<br> may be divided or combined with other Warrants upon presentation hereof at the aforesaid<br> office of the Company, together with a written notice specifying the names and denominations<br> in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject<br> to compliance with Section 4.1, as to any transfer which may be involved in such division<br> or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange<br> for the Warrant or Warrants to be divided or combined in accordance with such notice. All<br> Warrants issued on transfers or exchanges shall be dated the initial Issuance Date of this<br> Warrant and shall be identical with this Warrant except as to the number of Warrant Shares<br> issuable pursuant thereto. |
| --- | --- |
| 4.3. | Warrant Register. The<br> Company shall register this Warrant, upon records to be maintained by the Company for that<br> purpose (the “Warrant Register”), in the name of the record Holder<br> hereof from time to time. The Company may deem and treat the registered Holder of this Warrant<br> as the absolute owner hereof for the purpose of any exercise hereof or any distribution to<br> the Holder, and for all other purposes, absent actual notice to the contrary. |
| --- | --- |
| 4.4. | Reserved. |
| --- | --- |
| 4.5. | Representation by the Holder.<br> The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant<br> and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise,<br> for its own account and not with a view to or for distributing or reselling such Warrant<br> Shares or any part thereof in violation of the Securities Act or any applicable state securities<br> law, except pursuant to sales registered or exempted under the Securities Act. |
| --- | --- |
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| 5. | Miscellaneous. |
|---|---|
| 5.1. | No Rights as Stockholder until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any<br> voting rights, dividends or other rights as a stockholder of the Company prior to the exercise<br> hereof as set forth in Section 2.4.1, except as expressly set forth in Section 3. Without<br> limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”<br> pursuant to Section 2.3 or to receive cash payments pursuant to Section 2.4.1 and Section<br> 2.4.4 herein, in no event shall the Company be required to net cash settle an exercise of<br> this Warrant. |
| --- | --- |
| 5.2. | Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably<br> satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock<br> certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of<br> indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall<br> not include the posting of any bond), and upon surrender and cancellation of such Warrant<br> or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock<br> certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock<br> certificate. |
| --- | --- |
| 5.3. | Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration<br> of any right required or granted herein shall not be a Business Day, then such action may<br> be taken or such right may be exercised on the next succeeding Business Day. |
| --- | --- |
| 5.4. | Authorized Shares. |
| --- | --- |
5.4.1. Reservationof Authorized and Unissued Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares of Common Stock to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable (which means that no further sums are required to be paid by the holders thereof in connection with the issue thereof) and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
5.4.2. Noncircumvention. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
13
5.4.3. Authorizations,Exemptions and Consents. Before taking any action that would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
| 5.5. | Governing Law. All questions<br> concerning the construction, validity, enforcement and interpretation of this Warrant shall<br> be governed by and construed and enforced in accordance with the internal laws of the State<br> of New York, without regard to the principles of conflicts of law thereof. Each party agrees<br> that all legal proceedings concerning the interpretations, enforcement and defense of the<br> transactions contemplated by this Warrant (whether brought against a party hereto or their<br> respective affiliates, directors, officers, shareholders, partners, members, employees or<br> agents) shall be commenced exclusively in the state and federal courts sitting in the City<br> of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state<br> and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication<br> of any dispute hereunder or in connection herewith or with any transaction contemplated hereby<br> or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,<br> action or proceeding, any claim that it is not personally subject to the jurisdiction of<br> any such court, that such suit, action or proceeding is improper or is an inconvenient venue<br> for such proceeding. Each party hereby irrevocably waives personal service of process and<br> consents to process being served in any such suit, action or proceeding by mailing a copy<br> thereof via registered or certified mail or overnight delivery (with evidence of delivery)<br> to such party at the address in effect for notices to it under this Warrant and agrees that<br> such service shall constitute good and sufficient service of process and notice thereof.<br> Nothing contained herein shall be deemed to limit in any way any right to serve process in<br> any other manner permitted by law. If either party shall commence an action, suit or proceeding<br> to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding<br> shall be reimbursed by the other party for their reasonable attorneys’ fees and other<br> costs and expenses incurred with the investigation, preparation and prosecution of such action<br> or proceeding. Notwithstanding the foregoing, nothing in this paragraph shall limit or restrict<br> the federal district court in which a Holder may bring a claim under the federal securities<br> laws. |
|---|---|
| 5.6. | Restrictions. The Holder<br> acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,<br> and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed<br> by state and federal securities laws. |
| --- | --- |
| 5.7. | Nonwaiver and Expenses.<br> No course of dealing or any delay or failure to exercise any right hereunder on the part<br> of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s<br> rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant<br> terminates on the Termination Date. No provision of this Warrant shall be construed as a<br> waiver by the Holder of any rights which the Holder may have under the federal securities<br> laws and the rules and regulations of the Commission thereunder. |
| --- | --- |
14
| 5.8. | Notices. Any and all notices<br> or other communications or deliveries to be provided by the Holders hereunder including,<br> without limitation, any Notice of Exercise, shall be in writing and delivered personally,<br> by e-mail, or sent by a nationally recognized overnight courier service, addressed to the<br> Company, at Anjaneya Techno Park, No. 147, 1st floor, Kodihalli, Bangalore, INDIA 5600038,<br> Attention: Hiroshi Nishijima, Acting Chief Executive Officer, email address: hiroshi.nishijima@zoomcar.com,<br> or such other email address or address as the Company may specify for such purposes by notice<br> to the Holders. Any and all notices or other communications or deliveries to be provided<br> by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent<br> by a nationally recognized overnight courier service addressed to each Holder at the e-mail<br> address or address of such Holder appearing on the books of the Company. Any notice or other<br> communication or deliveries hereunder shall be deemed given and effective on the earliest<br> of (i) the time of transmission, if such notice or communication is delivered via e-mail<br> at the e-mail address set forth in this Section 5.8 prior to 5:30 p.m. (New York City time)<br> on any date, (ii) the next Trading Day after the time of transmission, if such notice or<br> communication is delivered via e-mail at the e-mail address set forth in this Section 5.8<br> on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading<br> Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally<br> recognized overnight courier service, or (iv) upon actual receipt by the party to whom such<br> notice is required to be given. To the extent that any notice provided hereunder constitutes,<br> or contains, material, non-public information regarding the Company or any Subsidiaries,<br> the Company shall simultaneously file such notice with the Commission pursuant to a Current<br> Report on Form 8-K. |
|---|---|
| 5.9. | Limitation of Liability.<br> No provision hereof, in the absence of any affirmative action by the Holder to exercise this<br> Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges<br> of the Holder, shall give rise to any liability of the Holder for the purchase price of any<br> Common Stock or as a stockholder of the Company, whether such liability is asserted by the<br> Company or by creditors of the Company. |
| --- | --- |
| 5.10. | Remedies. The Holder,<br> in addition to being entitled to exercise all rights granted by law, including recovery of<br> damages, will be entitled to specific performance of its rights under this Warrant. The Company<br> agrees that monetary damages would not be adequate compensation for any loss incurred by<br> reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and<br> not to assert the defense in any action for specific performance that a remedy at law would<br> be adequate. |
| --- | --- |
| 5.11. | Successors and Assigns.<br> Subject to applicable securities laws, this Warrant and the rights and obligations evidenced<br> hereby shall inure to the benefit of and be binding upon the successors and permitted assigns<br> of the Company and the successors and permitted assigns of Holder. The provisions of this<br> Warrant are intended to be for the benefit of any Holder from time to time of this Warrant<br> and shall be enforceable by the Holder or holder of Warrant Shares. |
| --- | --- |
15
| 5.12. | Amendment. This Warrant<br> may be modified or amended or the provisions hereof waived with the written consent of the<br> Company and the Holder. |
|---|---|
| 5.13. | Severability. Wherever<br> possible, each provision of this Warrant shall be interpreted in such manner as to be effective<br> and valid under applicable law, but if any provision of this Warrant shall be prohibited<br> by or invalid under applicable law, such provision shall be ineffective to the extent of<br> such prohibition or invalidity, without invalidating the remainder of such provisions or<br> the remaining provisions of this Warrant. |
| --- | --- |
| 5.14. | Headings. The headings<br> used in this Warrant are for the convenience of reference only and shall not, for any purpose,<br> be deemed a part of this Warrant. ******************** |
| --- | --- |
[ZCAR Investor Pre-FundedWarrant Signature Page Follows]
16
[ZCAR Investor Pre-FundedWarrant Signature Page]
IN WITNESS WHEREOF, the Company has caused this Pre-Funded Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
| ZOOMCAR HOLDINGS, INC. | |
|---|---|
| By: | |
| Name: | Deepankar Tiwari |
| Its: | Chief Executive Officer |
17
Exhibit 2.1
NOTICE OFEXERCISE
| TO: | ZOOMCAR HOLDINGS, INC. |
|---|
(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
| ☐ | in lawful money of the United States. |
|---|---|
| ☐ | if permitted the cancellation of such<br> number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2.3, to exercise this Warrant with<br> respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2.3. |
(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
The Warrant Shares shall be delivered to the following DWAC Account Number:
(4) The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
[SIGNATURE OF HOLDER]
| Name of Investing<br>Entity: |
|---|
| Signature of AuthorizedSignatory of Investing Entity: |
| Name of Authorized<br>Signatory: |
| Title of Authorized<br>Signatory: |
| Date: |
18
Exhibit 2.4.6
ASSIGNMENTFORM
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares of Common Stock.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
| Name: |
|---|
| Address: |
| Phone Number: |
| Email Address: |
| Date: |
| Holder’s<br>Signature: |
| Holder’s<br>Address: |
19
Exhibit 10.1
Zoomcar Holdings, Inc.
Business Address: Anjaneya Techno Park, No.147, 1st Floor, HAL Old Airport Road,
ISRO Colony, Kodihalli, Bangalore KA 560008 IN | Website: www.zoomcar.com
Date: 6 June 2025
To,
<<name of investor>>
Re: Settlement of LiquidatedDamages Relating to S-1 Non-Compliance
Dear Investor,
This letter agreement (“Agreement”) sets forth the mutual understanding and agreement between Zoomcar Holdings, Inc., a Delaware corporation (the “Zoomcar” or “Company”), and <<name of investor>> (the “Investor”), regarding the settlement of certain liquidated damages arising from the Company’s non-compliance with its obligations under Section 2.4 of the Registration Rights Agreement dated 31 January 2025 executed between the Company and the Investor (“RRA”).
The parties acknowledge that, as of the date hereof, certain liquidated damages have accrued or may be deemed to have accrued under the terms of the RRA, due to the Company’s failure to comply with certain S-1 registration requirements and related obligations.
Following good faith negotiations, the parties have agreed to settle these liquidated damages as follows:
Settlement Terms:
Issuance of Pre-Funded Warrants: In full and final satisfaction of all claims arising under Section 2.4 of the Registration Rights Agreement (the “RRA”), the Company shall issue to the Investor pre-funded warrants with an aggregate value of USD <<>> (the “Settlement Warrants”), each exercisable at a price of $0.0001 per share. The Settlement Warrants shall be issued at a price equal to the volume-weighted average price (VWAP) of the Company’s common stock over the five (5) trading days immediately preceding June 6, 2025, the date of this letter.
2. Timing of Issuance: The Settlement Warrants shall be issued to the Investor within five (5) business days of the execution of this Agreement.
3. Scope of Liquidated Damages: The parties acknowledge and agree that the liquidated damages addressed in this Agreement have been calculated based on the period beginning from the date such damages commenced as per Section 2.4 of the RRA and continuing through the date on which the Investor first becomes eligible to freely resell the underlying securities under Rule 144 of the Securities Act of 1933, as amended. This calculation reflects the Company’s inability to cause the registration statement on Form S-1 to be declared effective within the required timeframe. The parties further agree that no additional liquidated damages shall be due or payable for any period following the Investor’s Rule 144 eligibility date. The parties specifically understand and agree that, other than the foregoing, Zoomcar shall have no further obligations with respect to compensation to the Investor arising from the RRA, all of which obligations shall be deemed fully and finally satisfied. The Parties further understand and agree that Company’s obligations to Investor under this Agreement consist solely of the obligations expressly set forth under this Agreement.
Zoomcar Holdings, Inc.
Business Address: Anjaneya Techno Park, No.147, 1st Floor, HAL Old Airport Road,
ISRO Colony, Kodihalli, Bangalore KA 560008 IN | Website: www.zoomcar.com
4. Comprehensive Release: Upon issuance and receipt of the Settlement Warrants, the Investor, on behalf of itself and its affiliates, successors, assigns, shareholders, officers, directors, partners, members, managers, employees, representatives, and agents (collectively, the “Releasing Parties”), hereby irrevocably and unconditionally releases, waives, and forever discharges the Company, its direct and indirect subsidiaries, and each of its past and present affiliates, predecessors, successors, assigns, shareholders, officers, directors, employees, attorneys, representatives, and agents (collectively, the “Released Parties”) from any and all claims, demands, rights, obligations, causes of action, liabilities, and damages of any kind whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, arising out of or relating to non-compliance as per Section 2.4 of the RRA and any associated rights to liquidated damages.
The Releasing Parties expressly waive any and all rights that might otherwise limit the scope of this release to matters known or suspected to exist at the time of execution. Without limiting the generality of the foregoing, the Releasing Parties understand and acknowledge that this release is intended to and does extend to all claims of every nature and kind whatsoever, whether known or unknown, suspected or unsuspected, and that they knowingly and voluntarily waive any common law protections under Delaware law or any other applicable law that might otherwise restrict the scope of this general release to known claims. The Releasing Parties further acknowledge that they may later discover facts in addition to or different from those they now know or believe to be true, and that this release shall remain in full force and effect in all respects notwithstanding the discovery or existence of any such additional or different facts.
5. No Admission of Liability: This Agreement is made in compromise of disputed claims and shall not be construed as an admission of liability, wrongdoing, or legal obligation by either party.
6. Entire Agreement: This Agreement represents the entire agreement between the parties relating to the subject matter hereof. This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein. This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.
7. Fees & Costs: The Parties shall bear their own attorney’s fees, expenses and costs arising out of the subject matter of this Agreement, and in connection with the negotiation, drafting, and execution thereof.
8. Survival; Termination: The representations, warranties and covenants of the respective parties shall survive the consummation of the transactions herein until the expiration of the applicable statute of limitations. This Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, heirs, successors, assigns, employees, officers, directors and shareholders.
Zoomcar Holdings, Inc.
Business Address: Anjaneya Techno Park, No.147, 1st Floor, HAL Old Airport Road,
ISRO Colony, Kodihalli, Bangalore KA 560008 IN | Website: www.zoomcar.com
9. Governing Law: This Agreement shall in all respects be interpreted, enforced, and governed exclusively under the substantive law of the State of New York, without regard to any choice of law principles that would require the application of the laws of any jurisdiction other than the State of New York. Any and all claims or actions relating to or arising out of this Agreement shall be venued in a court located in New York County, and the Parties agree and consent to submit to personal jurisdiction in any court located in New York County and hereby waive any objection on grounds of improper venue or forum non conveniens in connection therewith.
Please confirm your agreement with the above terms by signing below.
| Sincerely, |
|---|
| Deepankar Tiwari |
| Chief Executive Officer,<br>Zoomcar |
| Accepted and Agreed: |
| On behalf of Investor |
| Authorised Signatory |
| Date: _______________ |