0001213900-23-068274 Sample Contracts

COMMON STOCK PURCHASE WARRANT arcimoto, inc.
Arcimoto Inc • August 16th, 2023 • Motorcycles, bicycles & parts

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 earlier of (i) the six-month anniversary of the First Closing Date or (ii) the date that the Company has received Shareholder Approval AND the Commission has declared the Registration Statement effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth year anniversary date of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arcimoto, Inc., an Oregon corporation (the “Company”), up to ______ shares1 (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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 16th, 2023 • Arcimoto Inc • Motorcycles, bicycles & parts • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 15, 2023, between Arcimoto, Inc., an Oregon corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 16th, 2023 • Arcimoto Inc • Motorcycles, bicycles & parts

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2023, between Arcimoto, Inc., an Oregon corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

TO: The Purchasers of Arcimoto, Inc. 8% Series D Convertible Preferred Stock and Warrants
Arcimoto Inc • August 16th, 2023 • Motorcycles, bicycles & parts

This letter will confirm my agreement to vote all shares of Arcimoto, Inc. (“FUV”) voting stock over which I or any of my Affiliates have voting control in favor of any resolution presented to the shareholders of FUV to approve the issuance, in the aggregate, of more than 19.999% of the number of shares of common stock of FUV outstanding on the date of closing pursuant to that certain Securities Purchase Agreement, dated August 15, 2023 at a discount to the market price on such date, among FUV and the purchasers signatory thereto (the “Purchase Agreement”) and the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of the Nasdaq Stock Market, Inc. (or any successor entity). This agreement is given in consideration of, and as a condition to enter into such Purchase Agreement and is not revocable by me.

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