SERIES A] [SERIES B]1 CLASS A COMMON STOCK PURCHASE WARRANT Atlis motor vehicles, inc.Atlis Motor Vehicles Inc • February 10th, 2023 • Truck & bus bodies • New York
THIS CLASS A 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 [SERIES A: the date hereof] [SERIES B: the effective date of the Corporate Reorganization or Stockholder Approval Date, as applicable] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Atlis Motor Vehicles, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository
COMMON STOCK PURCHASE WARRANT NXU, INC.Common Stock Purchase Warrant • August 14th, 2023 • Nxu, Inc. • Truck & bus bodies
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 or times on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the three-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nxu, Inc., a Delaware corporation (the “Company”), up to ______ shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form, subject to a Holder’s right to elect to recei
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NXU, inc.Nxu, Inc. • October 10th, 2023 • Truck & bus bodies
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nxu, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive
NXU, INC. and EQUINITI TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of ___, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 10th, 2023 • Nxu, Inc. • Truck & bus bodies • New York
WARRANT AGENCY AGREEMENT, dated as of _____, 2023 (“Agreement”), between Nxu, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 10th, 2023 • Nxu, Inc. • Truck & bus bodies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October [__], 2023, between Nxu, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 10th, 2023 • Nxu, Inc. • Truck & bus bodies • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT atlis motor vehicles inc.Atlis Motor Vehicles Inc • February 10th, 2023 • Truck & bus bodies
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Atlis Motor Vehicles Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to e
Nxu, Inc.Nxu, Inc. • August 4th, 2023 • Truck & bus bodies • New York
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • November 24th, 2023 • Nxu, Inc. • Truck & bus bodies • New York
Nxu, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
FORM OF SUBSCRIPTION AGREEMENT RELATING TO OFFERING CONSUMMATED DECEMBER 14, 2021 FOR THE SALE OF COMMON STOCK Atlis Motor Vehicles, Inc. A Delaware Corporation INSTRUCTIONS TO SUBSCRIBERSSubscription Agreement • September 22nd, 2022 • Atlis Motor Vehicles Inc • Truck & bus bodies • Arizona
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2023 • Nxu, Inc. • Truck & bus bodies • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 8, 2023, between Nxu, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2023 • Atlis Motor Vehicles Inc • Truck & bus bodies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ____, 2023, between ATLIS Motor Vehicles, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2023 • Nxu, Inc. • Truck & bus bodies
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among ATLIS MOTOR VEHICLES, INC., a Delaware corporation and having a principal place of business at 1828 N Higley Rd, Ste 116, Mesa, Arizona 85205, U.S.A. (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 412F, Route d’Esch, L-2086 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
COMMON STOCK PURCHASE WARRANT ATLIS MOTOR VEHICLES, INC.Atlis Motor Vehicles Inc • November 4th, 2022 • Truck & bus bodies
THIS COMMON STOCK PURCHASE WARRANT (this “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, to subscribe for and purchase from Atlis Motor Vehicles, Inc., a Delaware corporation (the “Company”), ________ shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”) at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter.
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • July 10th, 2023 • Nxu, Inc. • Truck & bus bodies • Arizona
THIS BOARD OF DIRECTORS AGREEMENT (“Agreement”) is made and entered into as of June 15, 2023 (“Signing Date”) and effective as of July 1, 2023 (the “Effective Date”), by and between NXU, Inc., a Delaware corporation (the “Company”) with its principal place of business located at 1828 N. Higley Rd # 116, Mesa, AZ 85205 and Jessica Billingsley, an individual (“Director”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 20th, 2023 • Nxu, Inc. • Truck & bus bodies • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among ATLIS MOTOR VEHICLES, INC., a Delaware corporation and having a principal place of business at 1828 N Higley Rd, Ste 116, Mesa, Arizona 85205, U.S.A. (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 412F, Route d’Esch, L-2086 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 19th, 2022 • Atlis Motor Vehicles Inc • Truck & bus bodies • Delaware
This Indemnification Agreement (“Agreement”) is made effective as of this September 26, 2022 by and between Atlis Motor Vehicles, Inc., a Delaware corporation (the “Company”), and the undersigned officer, director or employee of the Company (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2023 • Nxu, Inc. • Truck & bus bodies • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of May 12, 2023 (the “Effective Date”), is made by and between NXU, Inc., a Delaware corporation (the “Company”), and Apoorv Dwivedi (“Executive”). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective Date.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • November 4th, 2022 • Atlis Motor Vehicles Inc • Truck & bus bodies • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of ___________, 2022, between Atlis Motor Vehicles, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LETTER AGREEMENT RELATING TO BOARD OF DIRECTORS AGREEMENTLetter Agreement • April 5th, 2024 • Nxu, Inc. • Truck & bus bodies
This Letter Agreement (the “Letter Agreement”), is made as of April 5, 2024 by and between Nxu, Inc., a company incorporated under the laws of Delaware, (“Nxu” or the “Company”) and the undersigned Nxu Independent Director (“Independent Director,” and together with the Company, the “Parties”). Defined terms used but not otherwise defined herein shall have the meanings given to such terms in the Board of Directors Agreement between the Parties dated May 12, 2023 (“BOD Agreement”).
ContractSecurities Broker-Dealer Services Agreement • August 28th, 2020 • Atlis Motor Vehicles Inc • Truck & bus bodies
SECURITIES BROKER-DEALER SERVICES AGREEMENT This Broker-Dealer Service Agreement ("Agreement") is made and entered into as of M.f\ ':z l , 20sa by and between JumpStart Securities, LLC ("Jumpstart", "us, "our", or "we") and A-n is Maroe. \[€'.l:hc1E:S , a fU•-Jf>-'2£ CoeB?W}JN ___________________________ ("Issuer", "you" or "your"). Whereas, Jumpstart is a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority ("FINRA") providing capital markets compliance and other services for market participants, including issuers conducting offerings of securities pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). including Regulation A, as amended. In servicing this market, Jumpstart has created and maintains proprietary tools and technology, negotiated third-party integrations, and has developed operational services, including limited customer service
AMENDED COLLABORATION AGREEMENTAmended Collaboration Agreement • December 19th, 2022 • Atlis Motor Vehicles Inc • Truck & bus bodies • Arizona
This Amended Collaboration Agreement (“Agreement”) is made by and between Atlis Motor Vehicles, Inc., (“Atlis”) a Delaware corporation having its principal place of business in Mesa, Arizona and Australian Electric Vehicles Pty Ltd (“AusEV”) an Australian corporation, having its principal place of business at 36 Kremzow Rd. Brendale, Queensland, Australia 4500 (together with Atlis, each a “Party” and collectively the “Parties”) to amend and supersede the Collaboration Agreement between the parties dated August 28, 2021.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2023 • Nxu, Inc. • Truck & bus bodies • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of December 27, 2023, by and between Nxu, Inc., a Delaware corporation (the “Company”), and Lynks Motor Corporation, a Delaware corporation d/b/a Lynx Motors (“Lynx” and together with those Persons who agree to become bound by the provisions of this Agreement in accordance with Section 3.5, collectively, the “Holders”). The Company and the Holders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Share Exchange Agreement, dated as of the date hereof, by and between the Parties (the “Share Exchange Agreement”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2023 • Atlis Motor Vehicles Inc • Truck & bus bodies
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is dated as of January 5, 2023, by and among Atlis Motor Vehicles, Inc. (the “Company”), and the investor identified on the signature page hereto (the “Investor”), and amends that certain Registration Rights Agreement, dated as of November 3, 2022 (the “Registration Rights Agreement”), by and among the Company and the Investors. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Registration Rights Agreement.
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 6th, 2023 • Atlis Motor Vehicles Inc • Truck & bus bodies
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of January 5, 2023, by and between Atlis Motor Vehicles, Inc. (the “Company”) and the Purchaser identified on the signature page hereto (the “Investor”), and amends that certain Securities Purchase Agreement, dated as of November 3, 2022 (the “Securities Purchase Agreement”), by and among the Company and the Purchasers. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 4th, 2022 • Atlis Motor Vehicles Inc • Truck & bus bodies
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of ___________, 2022, by and among Atlis Motor Vehicles, Inc. (the “Company”), and each Person defined on the signature pages hereto (together with their respective successors and assigns, each an “Investor”).
BROKER-DEALER SERVICES AGREEMENT This Broker-Dealer Service Agreement ("Agreement") is made and entered into as of March 21 , 2020 by and between JumpStart Securities, LLC ("Jumpstart", "us, "our", or "we") and Atlis Motor Vehicles ("Issuer", "you" or...Broker-Dealer Services Agreement • May 4th, 2020 • Atlis Motor Vehicles Inc • New York
LETTER AGREEMENT RELATING TO SHARE SUBSCRIPTION FACILITYLetter Agreement • September 20th, 2023 • Nxu, Inc. • Truck & bus bodies
This Letter Agreement (the “Letter Agreement”), is made as of September 19, 2023, by and between NXU, INC., a company incorporated under the laws of Delaware (formerly known as Atlis Motor Vehicles, Inc., the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”). Defined terms used but not otherwise defined herein shall have the meanings given to such terms in the Share Purchase Agreement (as defined below).
BROKER-DEALER SERVICES AGREEMENT This Broker-Dealer Service Agreement ("Agreement") is made and entered into as of March 21 , 2020 by and between JumpStart Securities, LLC ("Jumpstart", "us, "our", or "we") and Atlis Motor Vehicles ("Issuer", "you" or...Broker-Dealer Services Agreement • May 11th, 2020 • Atlis Motor Vehicles Inc • Truck & bus bodies • New York
LIMITED LIABILITY COMPANY AGREEMENT OF ATLIS MOTOR VEHICLES LLCLimited Liability Company Agreement • May 12th, 2023 • Atlis Motor Vehicles Inc • Truck & bus bodies • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Atlis Motor Vehicles LLC, a Delaware limited liability company (the “Company”), dated as of May 12, 2023, by Nxu, Inc., as the sole member of the Company (the “Member”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 27th, 2023 • Nxu, Inc. • Truck & bus bodies • Delaware
This Share Exchange Agreement (this “Agreement”) is made and entered into as of December 27, 2023 by and between Nxu, Inc., a Delaware corporation (the “Company”), and Lynks Motor Corporation, a Delaware corporation d/b/a Lynx Motors (“Lynx”). The Company and Lynx are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms, unless otherwise defined, shall have the meanings ascribed to such terms in Article X hereof.
FORM OF SECURITY AGREEMENTForm of Security Agreement • November 4th, 2022 • Atlis Motor Vehicles Inc • Truck & bus bodies
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of ___________, 2022, between Atlis Motor Vehicles, Inc. , a Delaware corporation (the “Company”), with corporate headquarters at 1828 North Higley Road, Suite 116, Mesa, Arizona 85205 (the Company, each Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Subsidiaries of the Company formed or acquired after the date hereof are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and _____________, in its capacity as a Purchaser (as defined in the Purchase Agreement (as hereinafter defined)) and as Collateral Agent for the benefit of itself and each of the other Purchasers (together with their respective successors and permitted assigns, each a “Secured Party” and collectively, the “Secured Parties”) who ex
