GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • January 8th, 2024 • Next.e.GO N.V. • Motor vehicles & passenger car bodies • New York
This Guaranty is made as of January 4, 2024, by NEXT.e.GO Mobile SE, a German public limited liability company (“Next SE”)(the “Guarantor”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of NEXT.E.GO N.V. a Dutch public limited liability company (the “Debtor”) owed to the Creditor.
NEXT.E.GO N.V. Convertible Promissory NoteNext.e.GO N.V. • January 8th, 2024 • Motor vehicles & passenger car bodies
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated January 4, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the Company and the YA II PN, LTD., as the “Investor.” This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding and unpaid Conversion Amount by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • January 8th, 2024 • Next.e.GO N.V. • Motor vehicles & passenger car bodies • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of January 4, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and NEXT.e.GO N.V., a Dutch public limited liability company (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2024 • Next.e.GO N.V. • Motor vehicles & passenger car bodies
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of January 4, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and NEXT.E.GO N.V., a Dutch public limited liability company (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
