Envoy Technologies, Inc. Sample Contracts
ENVOY TECHNOLOGIES, INC. UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • April 3rd, 2025 • Envoy Technologies, Inc. • Services-auto rental & leasing (no drivers) • New York
ENVOY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters” and, each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●]1 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.” The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.” The Company and the Underwriters hereby confirm their agr
Amendment No. 2 to Agreement and Plan of MergerAgreement and Plan of Merger • May 1st, 2025 • Envoy Technologies, Inc. • Services-auto rental & leasing (no drivers) • Delaware
This Amendment No. 2, dated as of April 4, 2025 (this “Amendment”), to that certain Agreement and Plan of Merger, dated as of April 18, 2023, as amended (the “Merger Agreement”), is made by and among Envoy Mobility, Inc., a Nevada corporation, formerly known as Blink Mobility, LLC (“Parent”), Envoy Technologies, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company (the “Equityholders’ Agent”). Parent, Company and Equityholders’ Agent are referred to herein sometimes individually as a “Party” and collectively herein as the “Parties.” Any capitalized terms used herein but not defined in this Amendment shall have the meaning ascribed to such terms in the Merger Agreement.
Amendment No. 1 to Agreement and Plan of MergerAmendment No. 1 to Agreement and Plan of Merger • April 3rd, 2025 • Envoy Technologies, Inc. • Services-auto rental & leasing (no drivers) • Delaware
This Amendment No. 1, dated as of March 10, 2025 (this “Amendment”), to that certain Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger Agreement”), is made by and among Envoy Mobility, Inc., a Nevada corporation, formerly known as Blink Mobility, LLC (“Parent”), Envoy Technologies, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company (the “Equityholders’ Agent”). Parent, Company and Equityholders’ Agent are referred to herein sometimes individually as a “Party” and collectively herein as the “Parties.” Any capitalized terms used herein but not defined in this Amendment shall have the meaning ascribed to such terms in the Merger Agreement.
Intracompany Transfer AGREEMENTIntracompany Transfer Agreement • April 3rd, 2025 • Envoy Technologies, Inc. • Services-auto rental & leasing (no drivers) • Delaware
Intracompany Transfer AGREEMENT (this “Agreement”), dated as of February 12, 2025, by and among Envoy Mobility, Inc., a Nevada corporation, formerly known as Blink Mobility, LLC (“Mobility”), BlueLA Carsharing LLC, a California limited liability company (“BlueLA” and, together with Mobility, the “Asset Transferors”), and Envoy Technologies, Inc., a Delaware corporation ( “Envoy”). Mobility, BlueLA and Envoy are sometimes referred to herein as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER dated April 18, 2023 by and among Blink Mobility, LLC, a California limited liability company, MOBILITY MERGER SUB INC., a Delaware corporation, Envoy Technologies, Inc., a Delaware corporation, FORTIS ADVISORS LLC, as...Agreement and Plan of Merger • January 31st, 2025 • Envoy Technologies, Inc. • Services-auto rental & leasing (no drivers) • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 18, 2023, is by and among Blink Mobility, LLC, a California limited liability company and wholly-owned subsidiary of HoldCo (“Parent”), Mobility Merger Sub Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Envoy Technologies, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company as the Equityholders’ Agent (the “Equityholders’ Agent”), and Blink Charging Co., a Nevada corporation (“HoldCo”). Certain capitalized terms used herein are defined in Section 9.14.
ENVOY MOBILITY SERVICES AGREEMENTMobility Services Agreement • January 31st, 2025 • Envoy Technologies, Inc. • Services-auto rental & leasing (no drivers) • California
This Envoy Mobility Services Agreement (“Agreement”) is entered into as of date the Quote above is signed (the “Effective Date”) by and between Envoy Technologies Inc., a Delaware corporation with its principal offices at 8575 Washington Blvd, Culver City, CA 90232 (“Envoy”) and [LEGAL ENTITY] (the “Company”), having its principal offices at [BILLING ADDRESS]. This Agreement pertains to the property located at [PROPERTY ADDRESS]. (the “Property”). Envoy and Company are sometimes referred to in this Agreement collectively as the “Parties,” and individually as a “Party.”
ENVOY TECHNOLOGIES, INC. Warrant to Purchase Common StockWarrant to Purchase Common Stock • April 3rd, 2025 • Envoy Technologies, Inc. • Services-auto rental & leasing (no drivers) • New York
Envoy Technologies, Inc. (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof, or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), at any time or times on or after the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), fully paid and non-assessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15 hereof. This Warrant is issued pursuant to (i) Section 4(e) of tha
BLINK CHARGING CO. Bowie, Maryland 20715Loan Agreement • May 1st, 2025 • Envoy Technologies, Inc. • Services-auto rental & leasing (no drivers)
This loan agreement is made as of __________, 2025, and sets forth the terms and conditions under which Blink Charging Co., itself or through entities it controls, including its wholly owned subsidiary, Blink Charging, Inc. (“Blink”), agrees to provide up to $_____ revolving loan commitment to Envoy Technologies Inc., a Delaware corporation and wholly-owned subsidiary of Blink (“Envoy”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 3rd, 2025 • Envoy Technologies, Inc. • Services-auto rental & leasing (no drivers) • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of this 20th day of February 2025, by and between BLINK CHARGING CO., a Nevada corporation (“Blink”), having an office at 5081 Howerton Way, Suite A, Bowie Maryland, 20715 and ENVOY, TECHNOLOGIES INC., a Delaware corporation and indirect wholly-owned subsidiary of Blink (“Envoy”), having an office at 8575 Washington Blvd., Los Angeles, California 90232.
AGREEMENT AND PLAN OF MERGER among Envoy Technologies, Inc. And SILLC (D) Acquisition Corp. and HFG Capital Investments, LLC dated as of AGREEMENT AND PLAN OF MERGERMerger Agreement • May 1st, 2025 • Envoy Technologies, Inc. • Services-auto rental & leasing (no drivers) • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of the ___ day of ________ 2025 (the “Effective Date”) by and among SILLC(D) Acquisition Corp, a Nevada corporation (the “Company”), HFG Capital Investments, LLC, a Texas limited liability company (“HFG”), and Envoy Technologies, Inc., a Delaware corporation (“the “Surviving Corporation”). Capitalized terms used herein and not otherwise defined herein or in Section 6.01 hereof shall have the meanings ascribed to such terms in the Joint Plan and HFG Supplement (as defined below).
EXCLUSIVE SUPPLY AGREEMENTExclusive Supply Agreement • April 3rd, 2025 • Envoy Technologies, Inc. • Services-auto rental & leasing (no drivers) • Delaware
THIS EXCLUSIVE SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of this 20th day of February 2025 (the “Effective Date”), by and between BLINK CHARGING CO., a Nevada corporation (“Blink”), having an office at 5081 Howerton Way, Suite A, Bowie Maryland, 20715 and ENVOY TECHNOLOGIES, INC., a Delaware corporation and indirect wholly-owned subsidiary of Blink (“Envoy”), having an office at 8575 Washington Blvd., Los Angeles, California 90232.