Elio Motors, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT [COMPANY]
Elio Motors, Inc. • October 21st, 2015 • Motor vehicles & passenger car bodies • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELIO MOTORS, INC., an Arizona corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE WARRANT ELIO MOTORS, INC.
Elio Motors, Inc. • May 1st, 2017 • Motor vehicles & passenger car bodies • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Shreveport Business Park, LLC, a Delaware limited liability company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELIO MOTORS, INC., an Arizona corporation (the “Company”), up to 25,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 18th, 2015 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Arizona

The securities offered hereby are highly speculative. Investing in shares of Elio Motors, Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 28th, 2015 • Elio Motors, Inc.

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March __, 2015, among Elio Motors, Inc., an Arizona corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Holder” and, collectively, the “Holders”).

LOAN AND SECURITY AGREEMENT by and between GEMCAP LENDING I, LLC as Lender and ELIO MOTORS, INC. as Borrower Dated: February 28, 2013
Loan and Security Agreement • August 28th, 2015 • Elio Motors, Inc. • California

LOAN AND SECURITY AGREEMENT, dated as of February 28, 2013, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and GEMCAP LENDING I, LLC, a Delaware limited liability company with offices at 24955 Pacific Coast Highway, Suite A202, Malibu, CA 90265 (together with its successors and assigns, the “Lender”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • California

This REGISTRATION RIGHTS AGREEMENT, dated as of November 17, 2016 (the “Agreement”), is entered into by and among ELIO MOTORS, INC., an Arizona corporation (the “Company”), and SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company and its permitted assignees (the “Holder” or “Holders”).

CONVERTIBLE UNSECURED NOTE
Elio Motors, Inc. • June 8th, 2018 • Motor vehicles & passenger car bodies • Arizona

THIS CONVERTIBLE UNSECURED NOTE is one of a series of duly authorized and validly issued Convertible Unsecured Notes of Elio Motors, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2942 North 24th Street, Suite 114-700, Phoenix, Arizona 85016, designated as its Convertible Unsecured Note (this note, the “Note” and, collectively with the other such series of Notes, the “Notes”).

AMENDED FORBEARANCE AGREEMENT
Amended Forbearance Agreement • November 13th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana

This Amended Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of August, 2018 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).

AMENDMENT TO OPTION AGREEMENTS
Option Agreements • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies

This Amendment to Option Agreements (this “Amendment”) is entered into effective as of the __ day of May, 2016, by and between ELIO MOTORS, INC., an Arizona corporation (the “Company”), and STUART LICHTER (“Optionee”).

INDEPENDENT CONTRACTOR CONSULTING AGREEMENT
Independent Contractor Consulting Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Arizona

This Independent Contractor Consulting Agreement is made effective as of June 1, 2016 (the “Effective Date”) by and between ELIO MOTORS, INC., an Arizona corporation, 2942 North 24th Street, Suite 114-700, Phoenix, Arizona 85016 (“Company”); and HARI IYER, 4261 Ruthelma Ave, Palo Alto, CA 94306 (“Contractor”).

OPTION AGREEMENT
Option Agreement • August 28th, 2015 • Elio Motors, Inc.

This Option Agreement (this “Agreement”) is entered into effective as of the 29th day of June, 2015, by and between ELIO MOTORS, INC., an Arizona corporation (the “Company”) and STUART LICHTER (“Optionee”).

FORBEARANCE AGREEMENT
Trademark Security Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana

This Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of July, 2017 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).

OPTION AGREEMENT
Option Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies

This Option Agreement (this “Agreement”) is entered into effective as of the 10th day of May, 2016, by and between ELIO MOTORS, INC., an Arizona corporation (the “Company”) and STUART LICHTER (“Optionee”).

INDEMNIFICATION AGREEMENT ELIO MOTORS, INC.
Indemnification Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________, 2017 between ELIO MOTORS, INC., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • August 28th, 2015 • Elio Motors, Inc. • Arizona

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this “Security Agreement”) is entered into as of _______ __, 2015, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and _________________, in its capacity as collateral agent (the “Collateral Agent”) for the holders (the “Holders”) of the Notes (as defined herein) issued by Borrower.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 27th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Delaware

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the adequacy and sufficiency of which are hereby acknowledged, the Company and Overstock agree as follows:

Contract
Elio Motors, Inc. • August 28th, 2015
ESCROW SERVICES AGREEMENT
Escrow Services Agreement • November 18th, 2015 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • New York

This Escrow Services Agreement (this “Agreement”) is made and entered into as of November 17, 2015 by and between FundAmerica Securities, LLC (“FundAmerica Securities”, or “Escrow Agent”), a Delaware limited liability company, and Elio Motors, Inc., an Arizona corporation (“Issuer”).

CONTINUING GUARANTEE
Continuing Guarantee • August 28th, 2015 • Elio Motors, Inc. • California

THIS CONTINUING GUARANTEE (this “Guarantee”) is executed by the undersigned (hereinafter called “Guarantor”) in favor of GemCap Lending I, LLC (hereinafter called “Lender”), with a principal place of business at 24955 Pacific Coast Highway, Suite A202, Malibu, CA 90265, with respect to the Indebtedness (defined herein) of Elio Motors, Inc., an Arizona corporation (hereinafter called “Borrower”).

THIRD AMENDMENT TO LEASE AGREEMENT
Lease Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies

This Third Amendment to Lease Agreement (“Third Amendment”), is entered into as of the 28th day of December 2017 (“Effective Date”), by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”).

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 7th, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Third Amendment”) is executed effective as of this 31st day of May, 2017 (the “Effective Date”), by and between ELIO MOTORS, INC.(“Buyer”) and RACER PROPERTIES LLC (“Seller”).

FIRST AMENDMENT TO SECOND LOAN EXTENSION AGREEMENT
Second Loan Extension Agreement • August 16th, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies

This First Amendment to Second Loan Extension Agreement (“Agreement”) is made as of this 11th day of August, 2017, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

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FORBEARANCE AGREEMENT
Forbearance Agreement • June 7th, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana

This Forbearance Agreement (this “Agreement”) is made effective as of the 31st day of May, 2017 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).

SECURITY AGREEMENT
Security Agreement • August 28th, 2015 • Elio Motors, Inc. • Louisiana

THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of the 28 day of February, 2013, by and between ELIO MOTORS, INC. (“Debtor”), and REVITALIZING AUTO COMMUNITIES ENVIRONMENTAL RESPONSE TRUST (“Secured Party”).

FORBEARANCE AGREEMENT
Forbearance Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana

This Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of December, 2016 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies

This Second Amendment to Lease Agreement (“Second Amendment”), is entered into as of the 17th day of November 2016 (“Effective Date”), by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”).

LOAN EXTENSION AGREEMENT
Loan Extension Agreement • September 22nd, 2016 • Elio Motors, Inc. • Motor vehicles & passenger car bodies

This Loan Extension Agreement (“Agreement”) is made as of this 21st day of September, 2016, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and STUART LICHTER (“Lender”).

FORBEARANCE AGREEMENT
Forbearance Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana

This Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of March, 2017 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).

FORBEARANCE AGREEMENT
Forbearance Agreement • August 28th, 2015 • Elio Motors, Inc. • California

THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of this 31st day of July, 2015 (the “Effective Date”), by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”) and CH Capital Lending, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

Installment Payment Agreement IAV Automotive Engineering Inc. and Elio Motors, Inc.
Installment Payment Agreement • August 28th, 2015 • Elio Motors, Inc. • Michigan

This Installment Payment Agreement (“Agreement”) is made this 13th day of March 2015 (“Effective Date”), by and between IAV Automotive Engineering Inc., a Michigan corporation doing business at 15620 Technology Drive, Northville, Michigan 48168 (“IAV”) and Elio Motors, Inc., an Arizona corporation doing business at 1855 E. Southern Ave., Ste. 204, Mesa, Arizona 85204. IAV and Elio may be referred to in this Agreement as a “Party” or collectively as the “Parties”.

SECOND AMENDMENT TO PROMISSORY NOTE
Promissory Note • November 13th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana

THIS SECOND AMENDMENT TO PROMISSORY NOTE (this “Second Amendment”) is executed effective as of the 1st day of August, 2018 (the “Effective Date”), by and between Elio Motors, Inc. (“Maker”) and Revitalizing Auto Communities Environmental Response Trust (“Holder”).

LOAN EXTENSION AGREEMENT
Loan Extension Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • California

THIS LOAN EXTENSION AGREEMENT (this “Agreement”) is entered into as of this 10th day of November, 2016 (the “Effective Date”), by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”) and CH Capital Lending, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 27th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies
Contract
Lease Agreement • August 28th, 2015 • Elio Motors, Inc. • Louisiana
THIRD AMENDMENT TO SECOND LOAN EXTENSION AGREEMENT
Second Loan Extension Agreement • November 13th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies

This Third Amendment to Second Loan Extension Agreement (“Third Amendment to SLEA”) is made as of this 7th day of November, 2018, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

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