Aptera Motors Corp Sample Contracts

Broker-Dealer Agreement
Broker-Dealer Agreement • March 9th, 2021 • Aptera Motors Corp

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Aptera Motors Corp. (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of December 13, 2020 (the “Effective Date”):

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 10th, 2023 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

THIS INVESTMENT INVOLVES AHIGH 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,AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

Broker-Dealer Agreement
Broker-Dealer Agreement • June 20th, 2024 • Aptera Motors Corp • Motor vehicles & passenger car bodies

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Aptera Motors Corp. (“Client”) and Dalmore Group, LLC., a Delaware Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of 05-28-2024 (the “Effective Date”):

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 31st, 2024 • Aptera Motors Corp • Motor vehicles & passenger car bodies • California

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, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

ENGAGEMENT AGREEMENT
Engagement Agreement • December 9th, 2022 • Aptera Motors Corp • Motor vehicles & passenger car bodies • New York

This Engagement Agreement (this “Agreement”) is effective as of November 8, 2022 (the “Effective Date”) by and among, Aptera Motors Corp. (“Issuer”), and OpenDeal Broker LLC dba the Capital R (“ODB”), a New York limited liability company. Issuer and ODB are hereby referred to collectively as the “Parties” or individually as a “Party”.

Contract
Warrant Agreement • August 27th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies

THE WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED IN THE UNITED STATES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. NEITHER THE WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THE WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO APPLICABLE SECURITIES LAWS.

ESCROW AGREEMENT
Escrow Agreement • December 9th, 2022 • Aptera Motors Corp • Motor vehicles & passenger car bodies • New York

This ESCROW AGREEMENT (this “Agreement”) dated as of the Effective Date (as defined below) by and among Aptera Motors Corp., (the “Issuer”), having an address found in Section 3.3; OpenDeal Broker LLC, a New York limited liability company (“Intermediary”), and BankProv (the “Escrow Agent”), with its principal corporate office at 5 Market Street, Amesbury, MA 01913. The Issuer, the Intermediary, and the Escrow Agent are collectively referred to as “Parties” and individually, a “Party.”

Aptera Motors Corp. Employment Agreement
Employment Agreement • August 27th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • California

This Employment Agreement (this “Agreement”), dated as of August 5, 2025, is made by and between Aptera Motors Corp., a Delaware corporation (the “Company”), and Chris Anthony (“Executive”). The Company and Executive are together referred to herein as the “Parties” or individually referred to as a “Party”.

VOTING AGREEMENT
Voting Agreement • August 10th, 2023 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This VOTING AGREEMENT (the “Agreement”) is made and entered into as of August 18, 2022, by and among APTERA MOTORS CORP., a Delaware corporation (the “Company”), the holders of the Company’s Series B-1-A Preferred Stock, par value $0.0001 per share (the “Series B-1-A Stock”), Series B-1-B Preferred Stock, par value $0.0001 per share (the “Series B- 1-B Stock”), Series B-1-C Preferred Stock, par value $0.0001 per share (the “Series B-1-C Stock”), Series B-1-D Preferred Stock, par value $0.0001 per share (the “Series B-1-D Stock”), Series B- 1-E Preferred Stock, par value $0.0001 per share (the “Series B-1-E Stock”), Series B-1-F Preferred Stock, par value $0.0001 per share (the “Series B-1-F Stock”) and Series B-1-G Preferred Stock, par value $0.0001 per share (the “Series B-1-G Stock”, and collectively with the Series B-1-A Stock, Series B-1-B Stock, Series B-1-C Stock, Series B-1-D Stock, Series B-1-E Stock and Series B-1-F Stock, the “Series B-1 Preferred Stock”), listed on the Sched

Contract
Warrant Agreement • August 27th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

Contract
Warrant Agreement • March 11th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

AGREEMENT AND PLAN OF MERGER by and among ANDROMEDA INTERFACES INC. (“Company”) Brian Gallagher and Kevin Coelho (“Sellers”) THE REPRESENTATIVE NAMED HEREIN (“Sellers Representative”) APTERA MOTORS CORP. (“Parent”) And APTERA MERGERCO, LLC (“Merger...
Merger Agreement • April 28th, 2023 • Aptera Motors Corp • Motor vehicles & passenger car bodies • California

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 1, 2022, by and among each of Brian Gallagher, an individual and Kevin Coelho, an individual (the “Sellers”), Brian Gallagher, solely in his capacity as representative as set forth in this Agreement (the “Sellers Representative”), Andromeda Interfaces Inc., a California corporation (the “Company”), Aptera Motors Corp., a Delaware corporation (“Parent”), and Aptera Mergerco, LLC, a Delaware limited liability company (“Merger Sub”), which is a wholly-owned Subsidiary of Parent.

Aptera Motors Corp. Employment Agreement
Employment Agreement • October 22nd, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • California

This Employment Agreement (this “Agreement”), dated as of August 5, 2025, is made by and between Aptera Motors Corp., a Delaware corporation (the “Company”), and Chris Anthony (“Executive”). The Company and Executive are together referred to herein as the “Parties” or individually referred to as a “Party”.

TECHNOLOGY LICENSE AGREEMENT dated by CHERY NEW ENERGY AUTOMOBILE CO. LTD., Chery and APTERA MOTORS CORP., APTERA
Technology License Agreement • April 28th, 2023 • Aptera Motors Corp • Motor vehicles & passenger car bodies

Chery New Energy Automobile Co. Ltd., a limited liability company duly incorporated and existing under the laws of People’s Republic of China and having its principal place of business at No. 226, Huajin South Road, High Tech Industrial Development Zone, Wuhu City, Anhui Province, PRC (“Chery”); and

INTERIM CHIEF FINANCIAL OFFICER ENGAGEMENT LETTER
Interim Chief Financial Officer Engagement Letter • August 27th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This Engagement Letter (“Agreement”) is made and entered into as of August 25, 2025 by and between Aptera Motors Corp., a Delaware corporation (the “Company”), and Tom DaPolito (“Consultant”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 10th, 2023 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

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, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

APTERA MOTORS CORP. 2021 STOCK OPTION AND INCENTIVE PLAN Adopted by the Board of Directors: June 15th, 2021
Stock Option and Incentive Plan • May 2nd, 2022 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

As used in this Plan, the following terms have the following meanings unless the context clearly indicates to the contrary:

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 14th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • New York

This Share Purchase Agreement (the “Agreement”), dated as of October 13, 2025, is made by and between New Circle Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Aptera Motors Corp., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

SINGLE TENANT LEASE - NET between EV2340, LLC a Delaware limited liability company (the “Landlord”) and APTERA MOTORS CORP., a Delaware corporation (the “Tenant”) For Premises Located At: Vista, California 92081 Date of Lease: March 25, 2022
Single Tenant Lease - Net • July 13th, 2022 • Aptera Motors Corp • Motor vehicles & passenger car bodies • California

This lease (this “Lease”) is made as of March _, 2022 (the “Date or Lease’’) by and between EV 2340, LLC, a Delaware limited liability company (“Landlord”) and APTERA MOTORS CORP., a Delaware corporation (‘‘Tenant”).

NONQUALIFIED STOCK OPTION GRANT AGREEMENT
Nonqualified Stock Option Grant Agreement • August 27th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Aptera Motors Corp., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Participant”).

STANDARD INDUSTRIAL LEASE (NET) CARLSBAD CORPORATE CENTER I a California corporation and APTERA MOTORS CORP., a Delaware corporation
Standard Industrial Lease • July 13th, 2022 • Aptera Motors Corp • Motor vehicles & passenger car bodies • California

THIS STANDARD INDUSTRIAL LEASE - NET (“Lease”), dated for reference purposes only as of October 1, 2021, is made at San Diego, California, between H. G. FENTON PROPERTY COMPANY, a California corporation (“Landlord”), and APTERA MOTORS CORP., a Delaware corporation (“Tenant”).

INTERIM CHIEF FINANCIAL OFFICER ENGAGEMENT LETTER
Interim Chief Financial Officer Engagement Letter • October 22nd, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This Engagement Letter (“Agreement”) is made and entered into as of August 25, 2025 by and between Aptera Motors Corp., a Delaware corporation (the “Company”), and Tom DaPolito (“Consultant”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 5th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This Indemnification Agreement (“Agreement”) is made as of ____________, by and between Aptera Motors Corp., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 14th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 13, 2025 is made by and between New Circle Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Aptera Motors Corp., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 22nd, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This Indemnification Agreement (“Agreement”) is made as of ____________, by and between Aptera Motors Corp., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).

INCENTIVE STOCK OPTION GRANT AGREEMENT APTERA MOTORS CORP.
Incentive Stock Option Grant Agreement • October 22nd, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Aptera Corp., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Participant”).

NONQUALIFIED STOCK OPTION GRANT AGREEMENT APTERA MOTORS CORP.
Nonqualified Stock Option Grant Agreement • October 22nd, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Aptera Motors Corp., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Participant”).

INCENTIVE STOCK OPTION GRANT AGREEMENT APTERA MOTORS CORP.
Incentive Stock Option Grant Agreement • August 27th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Aptera Corp., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Participant”).

Contract
Warrant Agreement • March 11th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies

THE WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED IN THE UNITED STATES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. NEITHER THE WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THE WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO APPLICABLE SECURITIES LAWS.

AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARES OF COMMON STOCK
Warrant to Purchase Shares of Common Stock • August 27th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This Amendment No. 1 to Warrant to Purchase Shares of Common Stock (this “Amendment”) is made and entered into as of August 27, 2025, by and between APTERA MOTORS CORP., a Delaware corporation (the “Company”), and AMATO AND PARTNERS, LLC, a New York limited liability company (the “Holder”).

RESTRICTED STOCK UNIT AWARD AGREEMENT APTERA MOTORS CORP.
Restricted Stock Unit Award Agreement • October 22nd, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Aptera Motors Corp., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Participant”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 20th, 2024 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

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,AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 27th, 2025 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Aptera Motors Corp., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Participant”).