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”).
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”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 10th, 2021 • REE Automotive Ltd. • 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”).
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”):
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”).
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”).
