REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2021 • REE Automotive Ltd. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 24, 2020, is made and entered into by and among 10X Capital Venture Acquisition Corp, a Delaware corporation (the “Company”), 10X Capital SPAC Sponsor I LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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”).
WARRANT AGREEMENTWarrant Agreement • March 10th, 2021 • REE Automotive Ltd. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 23, 2020, is by and between 10X Capital Venture Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 10th, 2021 • REE Automotive Ltd. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 24, 2020 by and between 10X Capital Venture Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REE AUTOMOTIVE LTD. UNDERWRITING AGREEMENT 2,000,000 Class A Ordinary SharesUnderwriting Agreement • March 4th, 2024 • REE Automotive Ltd. • Motor vehicles & passenger car bodies • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • March 10th, 2021 • REE Automotive Ltd.
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 3, 2021, by and among 10X Capital Venture Acquisition Corp, a Delaware corporation (the “Issuer”), REE Automotive Ltd (“REE”) and the subscriber party set forth on the signature page hereto (“Subscriber”).
SECURITIES PURCHASE AGREEMENT by and among REE AUTOMOTIVE LTD. and Dated December [*], 2023Securities Purchase Agreement • January 5th, 2024 • REE Automotive Ltd. • Motor vehicles & passenger car bodies • New York
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of [*] December, 2023, by and between REE Automotive Ltd., a company organized under the Laws of Israel with registration number 514557339 (the “Company”), and [*] (together with its successors and permitted assigns, the “Investor”).
AT THE MARKET OFFERING AGREEMENT July 14, 2023The Market Offering Agreement • July 14th, 2023 • REE Automotive Ltd. • Motor vehicles & passenger car bodies • New York
REE Automotive Ltd., a corporation organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
REE Automotive Ltd. Class A Ordinary Shares (without par value) ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • August 16th, 2022 • REE Automotive Ltd. • Motor vehicles & passenger car bodies • New York
REE Automotive Ltd., a public company incorporated under the laws of Israel, under registration number 51-455733-9 (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through BofA Securities, Inc. (“BofA”), as sales agent (the “Agent”), the Company’s Class A ordinary shares, without par value (the “Ordinary Shares”), having an aggregate gross sales price not to exceed $75,000,000 (the “ATM Program”), on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form set forth in Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM Equity OfferingSM Sales Agreemen
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 7th, 2021 • REE Automotive Ltd. • Motor vehicles & passenger car bodies • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 3rd day of February 2021, by and among REE Automotive Ltd., a company organized under the laws of the State of Israel, the number of which is 514557339 (the “Company”), and the Company’s Holders who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (the “Shareholders”).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • September 26th, 2022 • REE Automotive Ltd. • Motor vehicles & passenger car bodies • New York
This Amendment (this “Amendment”) is made as of September 23, 2022, by and between REE Automotive Ltd., a company registered under the Israeli Companies Law, 5759-1999 and registered with the Israeli Registrar of Companies under registration number 51-455733-9 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”), and constitutes an amendment to that certain Warrant Assignment, Assumption and Amended & Restated Agreement, dated as of July 22, 2021, by and between the Company, 10X Capital Venture Acquisition Corp. (“10X Capital”) and Continental (the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
FORM OF ORDINARY SHARE PURCHASE WARRANT REE AUTOMOTIVE LTD.Exercise Agreement • January 5th, 2024 • REE Automotive Ltd. • Motor vehicles & passenger car bodies
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that [●] and whose registered office is [●] (together with its successors and permitted 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 Original Issuance Date set forth above and on or prior to 5:00 p.m. (New York City time) on [●]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from REE Automotive Ltd., a company organized under the Laws of Israel (the “Company”), up to [●] Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”) at a purchase price per share of US$5.74 per share (subject to adjustment as provided herein, the “Exercise Price”).
10X CAPITAL VENTURE ACQUISITION CORPLetter Agreement • March 10th, 2021 • REE Automotive Ltd. • New York
This letter agreement (this “Agreement”) by and among 10X Capital Venture Acquisition Corp (the “Company”) and 10X Capital SPAC Sponsor I LLC (the “Sponsor”), 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”):
REE Automotive Ltd. Dealer Manager and Solicitation Agent Agreement (the “Agreement”)Manager and Solicitation Agent Agreement • August 26th, 2022 • REE Automotive Ltd. • Motor vehicles & passenger car bodies • New York
REE Automotive Ltd., a public company incorporated under the laws of Israel, under registration number 51-455733-9 (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding public warrants and private placement warrants (each as defined in the Prospectus) (collectively, the “Warrants”) in exchange for consideration consisting of 0.20 Class A ordinary shares, without par value (the “Shares”), for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.
SUPPORT AGREEMENTSupport Agreement • March 10th, 2021 • REE Automotive Ltd. • Delaware
This Support Agreement (this “Agreement”) is made as of February 3, 2021, by and among (i) 10X Capital Venture Acquisition Corp, a Delaware corporation (“10X”), (ii) 10X Capital SPAC Sponsor I LLC, a Delaware limited liability company (“Sponsor”), a stockholder of 10X, and who holds less than 100% of the outstanding voting capital stock of 10X, (iii) REE Automotive Ltd., a corporation with limited liability organized under the laws of Israel (the “Company”), and (iv) the undersigned Company shareholders, each of whom is as of the date of this Agreement either a director or officer of the Company, or a Major Shareholder of the Company (as such term is defined in Sixth Amended Articles of the Company) or holder of Company Preferred Shares, and whom together hold less than 100% of the outstanding voting share capital of the Company (together with Sponsor, the “Voting Parties” and each a “Voting Party”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 26th, 2022 • REE Automotive Ltd. • Motor vehicles & passenger car bodies • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 24, 2022, by and among REE Automotive Ltd., a public company incorporated under the laws of Israel under registration number 51-455733-9 (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Warrant Holders,” and each a “Warrant Holder”).
WARRANT assignment, assumption and amended & restated AGREEMENTRestated Agreement • June 21st, 2021 • REE Automotive Ltd. • Motor vehicles & passenger car bodies • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021 (the “Effective Date”), is by and between REE Automotive Ltd., a company organized under the laws of the State of Israel (the “Company”), 10X Capital Venture Acquisition Corp., a Delaware corporation (the “10X”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
SPAC LETTER AGREEMENTSpac Letter Agreement • March 10th, 2021 • REE Automotive Ltd. • Delaware
This SPAC LETTER AGREEMENT (this “Agreement”), dated as of February 3, 2021, is made and entered into by and among REE Automotive Ltd., a company organized under the laws of the State of Israel (the “Company”), 10X Capital Venture Acquisition Corp, a Delaware corporation (“10X”), and each Insider (as defined below) (each individually a “Party” and collectively the “Parties”), in respect of and in reference to that certain Letter Agreement dated November 24, 2020 (the “Insider Letter”), among 10X, 10X Capital SPAC Sponsor I LLC, a Delaware limited liability company (“Sponsor”), and each of the Insiders (as such term is defined therein, the “Insiders”).
