UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported):
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Check the appropriate box below if the Form 8-K filing 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) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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.
Third Amendment to Merger Agreement
As previously disclosed by Sizzle Acquisition Corp., a Delaware corporation (“Sizzle”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2022, Sizzle entered into an Agreement and Plan of Merger, dated October 24, 2022 (as amended by that certain First Amendment to the Agreement and Plan of Merger dated January 4, 2023, that certain Second Amendment to the Agreement and Plan of Merger dated July 7, 2023 and as may be further amended, modified or supplemented from time to time, the “Merger Agreement”) with European Lithium Limited, an Australian Public Company limited by 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” or “Critical Metals”), and Project Wolf Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco. Pursuant to the Merger Agreement and the transactions contemplated thereby (the “Proposed Business Combination”), each of Sizzle and the Company will become wholly-owned subsidiaries of Critical Metals. As previously disclosed, on each of January 4, 2023, and July 7, 2023, Sizzle, EUR, the Company, Critical Metals and Merger Sub entered into that the First Amendment to the Merger Agreement and the Second Amendment to the Merger Agreement, respectively (collectively, the “Prior Amendments”).
On November 17, 2023, Sizzle, EUR, the Company, Critical Metals and Merger Sub entered into that certain Third Amendment to the Merger Agreement (the “Third Amendment”), pursuant to which the Merger Agreement was amended to clarify that if the transactions contemplated by the Merger Agreement are completed, reimbursement for transaction expenses as provided in the Prior Amendments may be in the form of cash, securities or other properties, and if EUR pays any Company Transaction Expenses or SPAC Transaction Expenses (in each case as defined in the Merger Agreement) in the form of Pubco Shares, Pubco shall, as promptly as reasonably practicable after the Closing, issue the same number of Pubco Shares to EUR. The Third Amendment also clarifies certain recitals in the Merger Agreement.
The foregoing description of the Third Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Third Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment to Sponsor Support Agreement
As previously disclosed by Sizzle in its Current Report on Form 8-K filed with the SEC on October 28, 2022, simultaneously with the execution of the Merger Agreement, the Company, Sizzle and Sizzle’s sponsor, VO Sponsor LLC, a Delaware limited liability company (the “Sponsor”), entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant to which the Sponsor agreed to support the Business Combination and to vote all of its SPAC Shares (and any other SPAC securities owned or acquired by the Sponsor) in favor of the Merger Agreement and the Business Combination and agreed regarding specified actions in support of the Merger Agreement and the Proposed Business Combination.
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On November 17, 2023, the Company, Sizzle and the Sponsor entered into that certain amendment to the Sponsor Support Agreement (the "Amendment to the Sponsor Support Agreement") to replace Section 1.8 of the existing Sponsor Support Agreement which referenced up to 2,049,250 SPAC Shares held by the Sponsor. The Amendment to the Sponsor Support Agreement provides that the Sponsor Shares as defined in Section 1.8 of the Amendment to the Sponsor Support Agreement shall be transferred by Sponsor to a third party or multiple third parties who either provide financing in connection with the Transactions or who serve as an advisor in connection with the Transactions and receive such Sponsor Shares in lieu of cash payment, as reasonably determined by Sponsor with the prior written connect of EUR (which consent shall not be unreasonable delayed or withheld). The Amendment to the Sponsor Support Agreement further provides, regarding any remaining Sponsor Shares which are not transferred as provided therein, Sponsor shall for no consideration and immediately prior to the closing of the Proposed Business Combination irrevocably surrender such shares to the treasury of Sizzle.
The foregoing description of the Amendment to the Sponsor Support Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment to the Sponsor Support Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additional Information and Where to Find It
This Current Report on Form 8-K (“Form 8-K”) is provided for informational purposes only and contains information with respect to the Proposed Business Combination.
In connection with the Proposed Business Combination, Critical Metals has filed a registration statement on Form F-4 with the SEC, which includes a preliminary proxy statement to Sizzle shareholders and a prospectus for the registration of Pubco securities in connection with the Proposed Business Combination (as amended from time to time, the “Registration Statement”). The Registration Statement has not yet been declared effective. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Sizzle as of the record date in the future to be established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Stockholders of Sizzle and other interested persons are advised to read these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Sizzle, Critical Metals, EUR and the Company and the Proposed Business Combination. Stockholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Proposed Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Sizzle Acquisition Corp., 4201 Georgia Avenue, NW, Washington, D.C. 20011, Attn: Steve Salis, Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this Form 8-K in each case is not incorporated by reference into, and is not a part of, this Form 8-K.
Participants in the Solicitation
Sizzle, EUR, Critical Metals and the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Sizzle’s stockholders in connection with the Proposed Business Combination. Sizzle’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Sizzle in Sizzle’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended, filed with the SEC on March 28, 2023, or its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 15, 2023, or its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 17, 2023 as well as information in its definitive proxy statement filed on July 17, 2023. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Sizzle’s shareholders in connection with the Proposed Business Combination are and will be set forth in the proxy statement/prospectus for the Proposed Business Combination, accompanying the Registration Statement, which Critical Metals has filed with the SEC. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will likewise be included in that Registration Statement. You may obtain free copies of these documents as described above.
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No Offer or Solicitation
This Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Sizzle’s, Pubco’s and the Company’s and/or EUR’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. No representations or warranties, express or implied are given in, or in respect of, this Form 8-K. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the ability of the parties to complete definitive documentation in connection with the Term Sheet or in connection with the transactions contemplated by the Proposed Business Combination in a timely manner or at all; the risk that the transactions contemplated by the Term Sheet and/or Proposed Business Combination or other business combination may not be completed by Sizzle’s business combination deadline and the potential failure to obtain an extension of the business combination deadline; the outcome of any legal proceedings or government or regulatory action on inquiry that may be instituted against Sizzle, Pubco, EUR or the Company or others following the announcement of the Proposed Business Combination and any definitive agreements with respect thereto; the inability to satisfy the conditions to the consummation of the Proposed Business Combination, including the approval of the Proposed Business Combination by the shareholders of Sizzle or EUR; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the Proposed Business Combination; the ability to meet stock exchange listing standards following the consummation of the Proposed Business Combination; the effect of the announcement or pendency of the Proposed Business Combination on EUR and the Company’s business relationships, operating results, current plans and operations of EUR, Pubco and the Company; the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of Pubco to grow and manage growth profitably; the possibility that Sizzle, Pubco, EUR and/or the Company may be adversely affected by other economic, business, and/or competitive factors; estimates by Sizzle, Pubco, EUR or the Company of expenses and profitability; expectations with respect to future operating and financial performance and growth, including the timing of the completion of the Proposed Business Combination; plans, intentions or future operations of Pubco or the Company, including relating to the finalization, completion of any studies, feasibility studies or other assessments or relating to attainment, retention or renewal of any assessments, permits, licenses or other governmental notices or approvals, or the commencement or continuation of any construction or operations of plants or facilities; EUR and Pubco’s ability to execute on their business plans and strategy; and other risks and uncertainties described from time to time in filings with the SEC. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
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The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement referenced above and other documents filed by Sizzle and Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. There may be additional risks that neither Sizzle, Pubco nor EUR and the Company presently know, or that Sizzle, Pubco, EUR and/or the Company currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this Form 8-K. Neither Sizzle, EUR, Pubco nor the Company undertakes any obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date of this Form 8-K, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1 | Third Amendment to Agreement and Plan of Merger, dated November 17, 2023, by and among Sizzle, EUR, the Company, Pubco and the other parties thereto. | |
| 10.1 | Amendment to Sponsor Support Agreement, by and among, Sizzle, VO Sponsor, LLC and the Company, dated November 17, 2023. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XRBL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SIZZLE ACQUISITION CORP. | ||
| By: | /s/ Steve Salis | |
| Name: | Steve Salis | |
| Title: | Chief Executive Officer | |
| Dated: November 21, 2023 | ||
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Exhibit 2.1
Execution Version
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 3, dated as of November 17, 2023 (this “Amendment”), (i) is entered into 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”), and (ii) amends the Agreement and Plan of Merger, dated as of October 24, 2022, by and among EUR, the Company, PubCo, Merger Sub and SPAC, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 4, 2023 and Amendment No. 2 to Agreement and Plan of Merger, dated as of July 7, 2023 (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
RECITALS
WHEREAS, the parties to the Merger Agreement desire to amend the Merger Agreement in the manner set forth below;
WHEREAS, pursuant to Section 12.13 of the Merger Agreement, the Merger Agreement may be amended at any time by execution of an instrument in writing signed on behalf of EUR, the Company, PubCo, Merger Sub and SPAC; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, intending to be legally bound hereby, it is hereby agreed as follows:
| 1. | Amendment to Recitals. Paragraph 22 of the Recitals of the Merger Agreement is hereby amended and restated in its entirety as follows: |
“WHEREAS, as a result of the Merger, (a) each issued and outstanding share of common stock, par value $0.0001 per share of SPAC (each, a “SPAC Share”) (other than any Excluded SPAC Shares) shall no longer be outstanding and shall automatically be converted into the right of the holder thereof to receive one (1) PubCo Share and (b) each outstanding whole SPAC Warrant shall be assumed by PubCo and will be thereafter exercisable, in accordance with the terms of the Assumed Warrant Agreement, for one (1) PubCo Share; and”
| 2. | Amendment to Section 12.11. Section 12.11 of the Merger Agreement is hereby amended and restated in its entirety to read as follows: |
Except with respect to SPAC Expense Reimbursement or Company Expense Reimbursement as expressly set forth in Section 11.2 and with respect to any amounts payable in accordance with Section 8.3(c), each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and the other Transaction Agreements and the consummation of the Transactions; provided that all fees in connection with any antitrust or regulatory filings made prior to the Closing, including any filing fee to ASX, and all registration fees or filing fees payable to the SEC, Nasdaq or any other Governmental Entity, in each case of the foregoing in connection with the Transactions, will be borne by SPAC ; provided further that if the Transactions are consummated, PubCo shall be responsible for all SPAC Transaction Expenses and Company Transaction Expenses and shall reimburse EUR for all Company Transaction Expenses incurred or paid by EUR, whether prior to, at or after the Closing; provided further, that if EUR pays any Company Transaction Expenses or SPAC Transaction Expenses in the form of Pubco Shares, Pubco shall, as promptly as reasonably practicable after the Closing, issue the same number of Pubco Shares to EUR.
| 3. | Amendment to Section 13.2. The definition of “Company Transaction Expenses” under Section 13.2 is hereby amended and restated in its entirety to read as follows: |
“Company Transaction Expenses” means the fees and expenses incurred by EUR or the Company (including its direct and indirect equity holders) and the other Group Companies in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Agreements and the consummation of the Transactions or any similar transactions or other strategic processes, in each case whether in the form of cash, securities or other properties, including: (i) the fees and disbursements of outside counsel to EUR or any of its Subsidiaries (including its direct and indirect equity holders); (ii) the fees and expenses of accountants to EUR or any of its Subsidiaries; (iii) the fees and expenses of other advisers to EUR or any of its Subsidiaries; and (iv) the fees and disbursements of bona fide third-party investment bankers and financial advisors to EUR or any of its Subsidiaries.
| 4. | Amendment to Section 13.2. The definition of “SPAC Transaction Expenses” under Section 13.2 is hereby amended and restated in its entirety to read as follows: |
“SPAC Transaction Expenses” means the fees and expenses incurred by SPAC in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Agreements and the consummation of the Transactions, in each case whether in the form of cash, securities or other properties, including: (i) the fees and disbursements of outside counsel to SPAC; (ii) the fees and expenses of accountants to SPAC; (iii) the fees and expenses of the consultants and other advisors to SPAC; (iv) the fees and disbursements of bona fide third-party investment bankers and financial advisors to SPAC; (v) any Indebtedness of SPAC owed to any of SPAC’s officers, directors or Sponsor, or their respective shareholders or Affiliates, or any other party; (vi) any other administrative and operating expenses, including any and all Tax obligations, in each instance, of SPAC and (vii) Extension Expenses.
| 5. | Confirmation of Other Provisions. Except as expressly modified or amended herein, all other terms and provisions of the Merger Agreement remain unchanged and shall continue in full force and effect. This Amendment, along with the Merger Agreement, constitute the full and entire understanding and agreement among the Parties with regard to the subject matter hereof and thereof. |
| 6. | Incorporation by Reference. Each of Section 12.2 (Interpretation), Section 12.3 (Counterparts; Electronic Delivery), Section 12.6 (Severability), Section 12.8 (Governing Law), Section 12.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 12.10 (Rules of Construction), Section 12.12 (Assignment) and Section 12.14 (Extension; Waiver) of the Merger Agreement are hereby incorporated by reference, mutatis mutandis. |
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
| COMPANY: | ||
| EUROPEAN LITHIUM AT (INVESTMENTS) LTD | ||
| By: | /s/ Malcom Raymond Day | |
| Name: | Malcolm Raymond Day | |
| Title: | Director | |
| By: | /s/ Antony William Paul Sage | |
| Name: | Antony William Paul Sage | |
| Title: | Director | |
| EUR | ||
| EXECUTED by EUROPEAN LITHIUM LIMITED (ACN 141 450 624) in accordance with the requirements of section 127 of the Corporations Act 2001 (Cth) by: | ||
| By: | /s/ Tony Sage | |
| Name: | Tony Sage | |
| Title: | Executive Chairman | |
| By: | /s/ Melissa Chapman | |
| Name: | Melissa Chapman | |
| Title: | Company Secretary | |
| PUBCO | ||
| CRITICAL METALS CORP. | ||
| By: | /s/ Michael John Hanson | |
| Name: | Michael John Hanson | |
| Title: | Authorized Person | |
| MERGER SUB | ||
| PROJECT WOLF MERGER SUB INC. | ||
| By: | /s/ Michael John Hanson | |
| Name: | Michael John Hanson | |
| Title: | Authorized Person | |
| SPAC | ||
| SIZZLE ACQUISITION CORP. | ||
| By: | /s/ Steve Salis | |
| Name: | Steve Salis | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
Execution Version
VO SPONSOR, LLC
4201 Georgia Ave NW
Washington, D.C. 20011
Attention: Steve Salis
November 17, 2023
Sizzle Acquisition Corp.
4201 Georgia Ave NW
Washington, D.C. 20011
Attention: Steve Salis
European Lithium AT (Investments) Limited
c/o European Lithium Ltd.
32 Harrogate Street
West Leederville, Western Australia, 6007
Attention: Tony Sage
Email: TonyS@cyclonemetals.com
| Re: | Amendment to Sponsor Support Agreement |
Ladies and Gentlemen:
Reference is made to that certain sponsor support agreement, dated October 24, 2022 (the “Sponsor Support Agreement”), by and among, Sizzle Acquisition Corp., a Delaware corporation (“SPAC”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands (the “Company”) and VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Any term used but not defined in this letter agreement (this “Amendment”) will have the meaning ascribed to such term in the Sponsor Support Agreement or, if such term is not defined in the Sponsor Support Agreement, in the Merger Agreement defined therein.
Section 3.4 of the Sponsor Support Agreement provides that it may only be amended, changed, supplemented, waiver or otherwise modified upon the execution and delivery of a written agreement executed by the Sponsor, SPAC, and the Company.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor, SPAC, and the Company hereby agree as follows:
| 1. | Amendment to Sponsor Support Agreement. The Sponsor Support Agreement shall be amended as follows: |
| (a) | Section 1.8 of the Sponsor Support Agreement is hereby amended by deleting it in its entirety and replacing it with the following: |
“Section 1.8 Sponsor Shares.
| (a) | Notwithstanding anything to the contrary in Section 1.1, Sponsor shall from time to time transfer (the “Transfer”) in the aggregate up to 2,049,250 SPAC Shares (such 2,049,250 SPAC Shares being the “Sponsor Shares”) to a third party or multiple third parties (a) who provide financing in connection with the Transactions or (b) who serve as an advisor in connection with the Transactions and receive such Sponsor Shares in lieu of cash payment (the “Transferees”), as reasonably determined by the Sponsor with the prior written consent of EUR (which consent shall not be unreasonably delayed or withheld). The Transfer may be effected in order to satisfy existing obligations or liabilities of the SPAC or in support of financing efforts on behalf of the SPAC or Pubco in connection with the consummation of the Closing (or as otherwise agreed among the Parties). |
| (b) | Regarding any remaining Sponsor Shares which are not transferred to Transferees pursuant to Section 1.8(a) (the “Remaining Shares”), Sponsor shall, for no consideration and immediately prior to the Closing, irrevocably surrender to the treasury of SPAC such Remaining Shares. Sponsor shall take any other action reasonably requested by Pubco or the Company to evidence such surrender. For clarity, aside from the Sponsor Shares, no SPAC Shares are otherwise subject to vesting or forfeiture in favor of SPAC for any reason or by any agreement or document, other than specifically agreed in this Article I.” |
| 2. | Miscellaneous. |
| (a) | Except as expressly provided in this Amendment, all of the terms and provisions in the Sponsor Support Agreement are and shall remain unmodified and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Sponsor Support Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. |
| (b) | Any reference to the Sponsor Support Agreement in the Sponsor Support Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Sponsor Support Agreement, as amended by this Amendment (or as the Sponsor Support Agreement may be further amended or modified in accordance with the terms thereof). |
| (c) | Each of the parties hereto acknowledges and agrees that such party has full power and authority to enter into this Amendment and has been duly authorized to do so. The execution, delivery and performance of this Amendment will not conflict with or breach any other agreement to which any of the parties or their respective assets are bound. |
| (d) | The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Sponsor Support Agreement, including Article III thereof. |
{Remainder of Page Intentionally Left Blank; Signature page follows}
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Please indicate your agreement to the foregoing by signing in the space provided below.
| VO SPONSOR, LLC | ||
| By: | /s/ Steve Salis | |
| Name: | Steve Salis | |
| Title: | President | |
| SIZZLE ACQUISITION CORP. | ||
| By: | /s/ Steve Salis | |
| Name: | Steve Salis | |
| Title: | President | |
| EUROPEAN LITHIUM AT (INVESTMENTS) LTD. | ||
| By: | /s/ Malcolm Raymond Day | |
| Name: | Malcolm Raymond Day | |
| Title: | Director | |
| By: | /s/ Antony William Paul Sage | |
| Name: | Antony William Paul Sage | |
| Title: | Director | |
[Signature Page to Letter Agreement]
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