REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Purchase Agreement").
Common Stock Purchase Warrant Volcon, Inc.Volcon, Inc. • September 10th, 2021 • 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 5:00 p.m. (New York City time) on [●], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Volcon, 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).
FORM OF WARRANT]Volcon, Inc. • October 2nd, 2023 • Motor vehicles & passenger car 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 on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on August 24, 2027 (the "Termination Date") but not thereafter, to subscribe for and purchase from Volcon, 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 8th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
THIS WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of November [•], 2023, is between Volcon, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
ContractVolcon, Inc. • November 8th, 2023 • Motor vehicles & passenger car bodies • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE ”EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE ”OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
Underwriting AgreementUnderwriting Agreement • November 8th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
Volcon, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) (i) an aggregate of [•] common units (“Common Units”), each consisting of one share of common stock (the “Firm Shares”), par value $0.00001 per share, of the Company (the “Common Stock”), 0.35 of a series A warrant to purchase one share of Common Stock (“Series A Warrants”) and 0.35 of a series B warrant (“Series B Warrants”) to purchase one share of Common Stock (collectively, the “Warrants”) and/or (ii) an aggregate of [•] pre-funded units (“Pre-funded Units”) consisting of one pre-funded warrant to purchase one share of Common Stock (the “Pre-funded Warrants”), 0.35 of a Series A Warrant and 0.35 of a Series B Warrant. The Common Units and Pre-funded Units to be sold by the Company to the Underwriter are called the “Firm Securities.” At the option of the Underwriter, the Company agrees, su
Underwriting AgreementUnderwriting Agreement • October 8th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
Aegis Capital Corp. As Representative of the several Underwriters named in Schedule I hereto c/o Aegis Capital Corp. 810 7th Avenue, 18th Floor New York, NY 10019
Underwriting AgreementUnderwriting Agreement • April 28th, 2022 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
Volcon, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 6,666,667 shares of common stock (the “ Firm Shares”), par value $0.00001 per share, of the Company (the “Common Stock”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 1,000,000 additional shares of Common Stock representing fifteen percent (15.0%) of the Firm Shares sold in the offering (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to collectively as the “Shares”. The number of Shares to be purchased by the Underwriter is set forth opposite its name in Schedule I hereto.
ContractCommon Stock Purchase Warrant • January 26th, 2022 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
FORM OF SENIOR CONVERTIBLE NOTE]Volcon, Inc. • May 22nd, 2023 • Motor vehicles & passenger car bodies • New York
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), [•], A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). [•] MAY BE REACHED AT TELEPHONE NUMBER [•].
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into a of June 7, 2021 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 2590 Oakmont Drive, Suite 520, Round Rock, TX 78665, and Greg Endo (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
SECURITY AGREEMENTSecurity Agreement • September 27th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This SECURITY AGREEMENT, dated as of September 22, 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made by and among Volcon, Inc., Delaware corporation (the "Borrower"), Volcon ePowersports, LLC, a Delaware limited liability company (“Volcon Delaware”) and Volcon ePowersports, LLC, a Colorado limited liability company (“Volcon Colorado” and, together with Volcon Delaware, the "Original Guarantors") or from time to time party hereto by execution of a joinder agreement (the "Additional Guarantors", and together with the Original Guarantors, the "Guarantors"), as grantors, pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Grantors", and each, a "Grantor"), in favor of Empery Tax Efficient, LP, in its capacity as collateral agent with respect to the Notes (as hereinafter defined), as
Indemnification AND ADVANCEMENT AgreementIndemnification and Advancement Agreement • September 12th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • Delaware
This Indemnification Agreement (this “Agreement”) is made as of September 6, 2023, by and between Volcon, Inc., a Delaware corporation (the “Company”), and ________ (“Indemnitee”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 12.
COMMON STOCK PURCHASE WARRANT VOLCON, inc.Volcon, Inc. • October 16th, 2023 • Motor vehicles & passenger car bodies • Texas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Avessa Michigan, (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 set forth above and subject to the last sentence of this paragraph (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, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the “Company”), up to 2,000,000 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 vest in two (2) equal installments: 50% of the Warrant Shares shall vest on the date hereof, and 50% of the Warrant Shares shall vest 45 days from the dat
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 30, 2024 with an employment date of February 3, 2024 (such employment date, the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 3121 Eagles Nest Street, Suite 120, Round Rock, TX 78665, and John Kim (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”) having his office at such location of his choosing.
VOLCON CONSULTING AGREEMENTConsulting Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of AUGUST 28, 2020, between VOLCON, INC., a Delaware corporation, having its principal place of business at 3267 Bee Caves Road, 107-322, Austin, TX 78746 (the “Company”), and PINK POSSUM, LLC., with an address at 3267 Bee Caves Road Suite 107-247, Austin, TX 78746 (“Consultant”).
SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • May 25th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Securities Purchase and Exchange Agreement (this "Agreement") is dated as of May 19, 2023, between Volcon, 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")).
AEGIS CAPITAL CORP.Volcon, Inc. • May 22nd, 2023 • Motor vehicles & passenger car bodies • New York
The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Volcon, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of Convertible Debt (the “Securities”). This engagement letter sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank. Each of Aegis and the Company are referred to herein as a “Party” and collectively as the “Parties.”
NOTE AMENDMENTNote Amendment • September 13th, 2022 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Note Amendment dated as of September 6, 2022 (the “Agreement”) is by and between Volcon, Inc., a Delaware corporation (the “Company”), and the undersigned, a Holder of Notes (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in those certain Senior Convertible Notes dated as of August 24, 2022 (the “Notes”) issued by the Company to the undersigned and other holders thereof.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This Note Purchase Agreement (this “Agreement”) is made and entered into as of September 10, 2021 by and among Volcon, Inc., a Delaware corporation (the “Company”) and and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXCHANGE AGREEMENTExchange Agreement • March 4th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Exchange Agreement (this "Agreement") is dated as of March 3, 2024, between Volcon, 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")).
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into a of August 5, 2021 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 2590 Oakmont Drive, Suite 520, Round Rock, TX 78665, and Jordan Davis (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into a of June 16, 2021 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 2590 Oakmont Drive, Suite 520, Round Rock, TX 78665, and Bruce Riggs (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2022 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 3, 2022 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 2590 Oakmont Drive, Suite 520, Round Rock, TX 78665, and Stephanie Davis (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
SUBLEASE AGREEMENTSublease Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This Sublease Agreement (this “Sublease”) is entered into as of the 01 June 2021 (the “Effective Date”) by and between Sustainability Initiatives (“Tenant”) and Volcon, Inc. (“Subtenant”). Each Tenant and Subtenant may be referred to individually as a “Party” and collectively as the “Parties.”
SERIES A][SERIES B] COMMON SHARE PURCHASE WARRANT VOLCON, INC.Volcon, Inc. • November 8th, 2023 • Motor vehicles & passenger car bodies • New York
THIS [SERIES A][SERIES B] COMMON SHARE 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 5:00 p.m. (New York City time) on [●], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the “Company”), up to [●] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share 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
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT BETWEEN UNITED STATES ARMY ENGINEER RESEARCH AND DEVELOPMENT CENTER CONSTRUCTION ENGINEERING RESEARCH LABORATORY AND VOLCON, INC. FOR ELECTRIC VEHICLE RESEARCHDevelopment Agreement • October 10th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
This Cooperative Research and Development Agreement (CRADA) is entered into by and between the United States Army Engineer Research and Development Center, Construction Engineering Research Laboratory, 2902 Newmark Dr., Champaign, Illinois 61822, hereinafter referred to as “ERDC,” and Volcon, Inc., 3121 Eagles Nest Street, Suite 120, Round Rock, Texas 78665, United States hereinafter referred to as “PARTNER”, pursuant to the authority contained in the Federal Technology Transfer Act of 1986 (15 U.S.C. § 3710a), as amended, and Army Regulation 70-57.
ContractVolcon, Inc. • September 10th, 2021 • Motor vehicles & passenger car bodies
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
COMMON STOCK PURCHASE WARRANT VOLCON, Inc.Volcon, Inc. • September 10th, 2021 • Motor vehicles & passenger car bodies • Texas
THIS SHARE 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 5:00 p.m. (New York City time) on the tenth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the “Company”), up to ________ shares of Company common stock, par value $0.001 (as subject to adjustment hereunder, the “Warrant Shares”) of the Company (the “Shares”). The purchase price of one Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
NOTE AMENDMENTNote Amendment • September 15th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Note Amendment dated as of September 14, 2023 (the “Agreement”) is by and between Volcon, Inc., a Delaware corporation (the “Company”), and the undersigned, a Holder of Notes (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain (i) Securities Purchase and Exchange Agreement (the “SPA”) dated as of May 19, 2023 by and among the Company and each purchaser identified on the signature pages thereto (each, a “Purchaser” and collectively, the “Purchasers”); (ii) the amended and restated Original Issue Discount Senior Convertible Series A Notes and the amended and restated Original Issue Discount Senior Convertible Series B Notes dated as of May 24, 2023 (collectively, the “Amended and Restated Notes”) issued by the Company to each Purchaser; and (iii) the new Original Issue Discount Senior Convertible Notes dated as of May 24, 2023 (the “New Notes” and with the Amended and Restated Note
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2022 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This Employment Agreement (the “Agreement”) is entered into as of December 19, 2022 by Volcon, Inc. (“Volcon”), a Delaware corporation, and have executed it (the “Effective Date”).
GUARANTYVolcon, Inc. • September 27th, 2023 • Motor vehicles & passenger car bodies
This GUARANTY (this "Agreement"), dated as of September 22, 2023, is made by and among Volcon ePowersports, LLC, a Colorado limited liability company, Volcon ePowersports, LLC, a Delaware limited liability company and the Additional Guarantors (as defined in Section 6.05) (such Persons and the Additional Guarantors, collectively, the "Guarantors" and, individually, each a "Guarantor") and Empery Tax Efficient, LP, as collateral agent for the Secured Parties (as defined below) (in such capacity and, together with any successors in such capacity, the "Collateral Agent").
CONSULTING AGREEMENTConsulting Agreement • February 5th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This Consulting Agreement (“Agreement”) is made as of February 1, 2024 (“Effective Date”), by and between Volcon , Inc., a Delaware corporation (“Company”), and Jordan Davis (“Consultant”).
VOLCON STAG SUPPLIER AGREEMENT AMENDMENT 1Supplier Agreement • October 16th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
This Amendment 1 (the “Amendment”) is made to the following supplier agreements related to the development and manufacture of the Volcon Stag:
WAIVER AND MODIFICATION AGREEMENTWaiver and Modification Agreement • September 15th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Waiver and Modification Agreement dated as of September 14, 2023 (the “Agreement”) is by and between Volcon, Inc., a Delaware corporation (the “Company”), and the undersigned Purchasers (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain (i) Securities Purchase and Exchange Agreement (the “SPA”) dated as of May 19, 2023 by and among the Company and each purchaser identified on the signature pages thereto (each, a “Purchaser” and collectively, the “Purchasers”); (ii) the amended and restated Original Issue Discount Senior Convertible Series A Notes and the amended and restated Original Issue Discount Senior Convertible Series B Notes dated as of May 24, 2023 (collectively, the “Amended and Restated Notes”) issued by the Company to each Purchaser; and (iii) the new Original Issue Discount Senior Convertible Notes dated as of May 24, 2023 (the “New Notes” and with the Amended and Re
