PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK CANOO INC.Canoo Inc. • February 6th, 2023 • Motor vehicle parts & accessories
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, A.G.P./ALLIANCE GLOBAL PARTNERS 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 August 5, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 6, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from CANOO INC., a Delaware corporation (the “Company”), up to Two Million (2,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (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 was issued pursuant to Section 3 of that certain Placement Agency Agreement, dated as of February 5, 2023, by and between the Co
INDEMNITY AGREEMENTIndemnity Agreement • February 11th, 2019 • Hennessy Capital Acquisition Corp IV • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2019, by and between HENNESSY CAPITAL ACQUISITION CORP. IV, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 6th, 2019 • Hennessy Capital Acquisition Corp IV • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 28, 2019, is by and between Hennessy Capital Acquisition Corp. IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 6th, 2019 • Hennessy Capital Acquisition Corp IV • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 28, 2019, by and between Hennessy Capital Acquisition Corp. IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Hennessy Capital Acquisition Corp. IV Wilson, Wyoming 83014Hennessy Capital Acquisition Corp IV • September 18th, 2018 • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between Hennessy Capital Partners IV LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Hennessy Capital Acquisition Corp. IV, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
February 28, 2019 Hennessy Capital Acquisition Corp. IV Wilson, Wyoming 83014Letter Agreement • March 6th, 2019 • Hennessy Capital Acquisition Corp IV • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Hennessy Capital Acquisition Corp. IV, a Delaware corporation (the “Company”), and Nomura Securities International, Inc. and Stifel, Nicolaus & Company, Incorporated, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,015,000 of the Company’s units (including up to 3,915,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adj
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2023 • Canoo Inc. • Motor vehicle parts & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2023, between Canoo, 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 • March 6th, 2019 • Hennessy Capital Acquisition Corp IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 28, 2019, is made and entered into by and among Hennessy Capital Acquisition Corp. IV, a Delaware corporation (the “Company”), Hennessy Capital Partners IV LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
CANOO Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 22nd, 2020 • Canoo Inc. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _________________, 2020 and is between Canoo Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
HENNESSY CAPITAL ACQUISITION CORP. IV 26,100,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and three-quarters of one warrant Underwriting AgreementUnderwriting Agreement • March 6th, 2019 • Hennessy Capital Acquisition Corp IV • Blank checks • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2019 • Hennessy Capital Acquisition Corp IV • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of February __, 2019 between Hennessy Capital Acquisition Corp. IV, a Delaware corporation (the “Company”), Hennessy Capital Partners IV LLC, a Delaware limited liability company (the “Sponsor”) and [BlackRock Entity] (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2023 • Canoo Inc. • Motor vehicle parts & accessories
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 2023 by and among CANOO, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 19951 Mariner Avenue, Torrance, California 90503 (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 25th, 2023 • Canoo Inc. • Motor vehicle parts & accessories
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 24, 2023, is between CANOO, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 19951 Mariner Avenue, Torrance, California 90503 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 21st, 2019 • Hennessy Capital Acquisition Corp IV • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Hennessy Capital Acquisition Corp. IV, a Delaware corporation (the “Company”), and Hennessy Capital Partners IV LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 6th, 2019 • Hennessy Capital Acquisition Corp IV • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 28, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Hennessy Capital Acquisition Corp. IV, a Delaware corporation (the “Company”), and Hennessy Capital Partners IV LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2020 • Canoo Inc. • Motor vehicle parts & accessories • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 21, 2020, is made and entered into by and among Canoo Inc., a Delaware corporation formerly known as Hennessy Capital Acquisition Corp. IV (the “Company”), Hennessy Capital Partners IV LLC, a Delaware limited liability company (the “Sponsor”), each of the undersigned parties that holds Founder Shares (as defined below) and is identified as an “Other Pre-IPO Holder” on the signature pages hereto (collectively, with the Sponsor, the “Existing Holders”), and the undersigned parties identified as “New Holders” on the signature pages hereto (collectively, the “New Holders”) (each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in
ContractCanoo Inc. • February 6th, 2023 • Motor vehicle parts & accessories • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Canoo Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.0001 per share (“Common Stock”) and (ii) warrants to purchase Common Stock (the “Common Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Common Stock issuable upon the exercise of the Warrants shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-2
HENNESSY CAPITAL ACQUISITION CORP. IVHennessy Capital Acquisition Corp IV • February 11th, 2019 • Blank checks • New York
This letter agreement by and between Hennessy Acquisition Corp. IV (the “Company”) and Hennessy Capital LLC (“Hennessy Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2023 • Canoo Inc. • Motor vehicle parts & accessories • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 26, 2023, is between CANOO, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 19951 Mariner Avenue, Torrance, California 90503 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).
VOTING AGREEMENTVoting Agreement • September 26th, 2023 • Canoo Inc. • Motor vehicle parts & accessories • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of September 26, 2023, is entered into by and between the undersigned stockholder (the “Stockholder”) of Canoo Inc., a Delaware corporation (the “Company”), and the Company. The Company and the Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
PRE-PAID ADVANCE AGREEMENTAdvance Agreement • July 21st, 2022 • Canoo Inc. • Motor vehicle parts & accessories • New York
THIS PRE-PAID ADVANCE AGREEMENT (this “Agreement”) dated as of July 20, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CANOO INC., a company incorporated under the laws of the State of Delaware (the “Company”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 6th, 2019 • Hennessy Capital Acquisition Corp IV • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of February 28, 2019, between Hennessy Capital Acquisition Corp. IV, a Delaware corporation (the “Company”), and Nomura Securities International, Inc. (the “Purchaser”).
CANOO TECHNOLOGIES INC. (FKA CANOO INC.) SENIOR MANAGEMENT EMPLOYMENT AGREEMENT for Paul BalciunasSenior Management Employment Agreement • December 22nd, 2020 • Canoo Inc. • Motor vehicle parts & accessories • California
This Senior Manager Employment Agreement (“Agreement”) is entered into by and between Paul Balciunas (the “Senior Manager”) and Canoo Technologies Inc. (fka Canoo Inc.), a Delaware company incorporated under the laws of Delaware (the “Company”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • January 6th, 2023 • Canoo Inc. • Motor vehicle parts & accessories • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of [__________], is entered into by and between the undersigned stockholder (the “Stockholder”) of Canoo Inc., a Delaware corporation (the “Company”), and the Company. The Company and the Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
COMMON STOCK AND COMMON WARRANT SUBSCRIPTION AGREEMENTCommon Stock and Common Warrant Subscription Agreement • June 28th, 2023 • Canoo Inc. • Motor vehicle parts & accessories • Delaware
This Common Stock and Common Warrant Subscription Agreement (this “Agreement”) is made as of June 22, 2023 (the “Effective Date”), by and between Canoo Inc., a Delaware corporation (the “Company”), and the purchaser(s) listed on the signature page(s) hereto (each a “Purchaser,” and together the “Purchasers”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • January 31st, 2024 • Canoo Inc. • Motor vehicle parts & accessories • New York
This Supplemental Agreement (this “Agreement”), dated as of January 31, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Pre-Paid Advance Agreement (as defined below).
STANDBY EQUITY AGREEMENTEquity Agreement • May 16th, 2022 • Canoo Inc. • Motor vehicle parts & accessories • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 10, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CANOO INC., a company incorporated under the laws of the State of Delaware (the “Company”).
WARRANT CANCELLATION AND EXCHANGE AGREEMENTWarrant Cancellation and Exchange Agreement • January 31st, 2024 • Canoo Inc. • Motor vehicle parts & accessories • New York
This WARRANT CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of January 31, 2024, by and between Canoo Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd. (“Warrant Holder”).
SERVICES AGREEMENTServices Agreement • August 16th, 2021 • Canoo Inc. • Motor vehicle parts & accessories • California
This Services Agreement (this “Agreement”), effective as of May 1, 2021, immediately following the departure of Service Provider as an employee of the Company (the “Effective Date”) sets forth the terms and conditions whereby Andrew Wolstan (“Service Provider”) agrees to provide certain specialized services to Canoo Technologies Inc. (f.k.a. Canoo Inc.), a Delaware corporation (the “Company”). Service Provider and the Company shall each hereafter be referred to individually as a “Party” or collectively as the “Parties.”
Separation, Consulting and General Release AgreementSeparation, Consulting and General Release Agreement • February 7th, 2024 • Canoo Inc. • Motor vehicle parts & accessories • Texas
This Separation, Consulting and General Release Agreement (this “Agreement”) is made as of this 5th day of February, 2024, by and between Canoo Inc. (the “Company”), and Josette Sheeran (“Executive,” and together with the Company, the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 18th, 2020 • Hennessy Capital Acquisition Corp IV • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Hennessy Capital Acquisition Corp. IV, a Delaware corporation (the “Company”), and Canoo Holdings Ltd. (f/k/a EVelozcity Holdings Ltd.), a Cayman Islands exempted company with limited liability (“Canoo”), pursuant to the Transaction Agreement (as defined below), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the undersigned being referred to herein as the “Purchase Price”), on the terms and subject to the conditions contained herein (this agreement, this “Subscription Agreement”). In connection with the Transaction, certain other “qualifie
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 2nd, 2023 • Canoo Inc. • Motor vehicle parts & accessories • Delaware
This Securities Purchase Agreement (this “Agreement”) is made as of [ ], 2023 (the “Effective Date”), by and between Canoo Inc., a Delaware corporation (the “Company”), and the purchaser(s) listed on the signature page(s) hereto (each a “Purchaser,” and together the “Purchasers”).
COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • May 16th, 2022 • Canoo Inc. • Motor vehicle parts & accessories • Delaware
This Common Stock Subscription Agreement (this “Agreement”) is made as of , 20 (the “Effective Date”), by and between Canoo Inc., a Delaware corporation (the “Company”), and the purchaser(s) listed on the signature page(s) hereto (each a “Purchaser,” and together the “Purchasers”).
ELECTRIC VEHICLE FLEET PURCHASE AGREEMENTElectric Vehicle Fleet Purchase Agreement • August 8th, 2022 • Canoo Inc. • Motor vehicle parts & accessories • Delaware
This ELECTRIC VEHICLE FLEET PURCHASE AGREEMENT (hereinafter “AGREEMENT”) is made and entered into on July 11, 2022 (“EFFECTIVE DATE”) by and between Walmart Inc., a Delaware Corporation (hereinafter “WALMART”), and Canoo Sales, LLC., a Delaware Corporation (hereinafter “CANOO”). WALMART and CANOO may each be referred to herein as a “PARTY” or collectively as the “PARTIES”.
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG HENNESSY CAPITAL ACQUISITION CORP. IV, HCAC IV FIRST MERGER SUB, LTD., HCAC IV SECOND MERGER SUB, LLC AND CANOO HOLDINGS LTD. DATED AS OF AUGUST 17, 2020Merger Agreement and Plan of Reorganization • August 18th, 2020 • Hennessy Capital Acquisition Corp IV • Blank checks • Delaware
To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Company or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Second Amended and Restated Certificate or in the future, and the Company renounces any expectancy that any of the directors or officers of the Company will offer any such corporate opportunity of which he or she may become aware to the Company, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Company with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of the Company and (i) such opportunity is one the Company is legally and contractually permitted to undertake and wou
