AMENDED AND RESTATED PUBLIC WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 24, 2022Warrant Agreement • March 13th, 2023 • Next.e.GO B.V. • Motor vehicles & passenger car bodies • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of March 24, 2022, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). This Agreement both amends and restates that certain Public Warrant Agreement, by and between the Company and the Warrant Agent, dated as of October 19, 2021.
CREDIT AGREEMENTCredit Agreement • March 13th, 2023 • Next.e.GO B.V. • Motor vehicles & passenger car bodies • New York
CREDIT AGREEMENT dated as of September 29, 2022 (this “Agreement”), between NEXT.E.GO MOBILE SE, as borrower, the LENDERS party hereto, and BRUCKE AGENT LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, the “Collateral Agent”).
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • January 17th, 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 17th, 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 17th, 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 17th, 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.”
JOINT VENTURE CONTRACTJoint Venture Contract • June 1st, 2023 • Next.e.GO B.V. • Motor vehicles & passenger car bodies
Party A: Advance Properties OOD (“AP”), a limited liability company incorporated and validly existing under the laws of the Republic of Bulgaria, registered with the Commercial Register and the Register of Non-Profit Legal entities at the Registry Agency under [*];
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2023 • Next.e.GO N.V. • Motor vehicles & passenger car bodies
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of October 19, 2023, between the Company, the Holder (the “Purchase Agreement”).
NOTE PURCHASE AND GUARANTY AGREEMENT Initial Notes: $75,000,000 Senior Secured Notes Due 2027 Delayed Draw Notes: $25,000,000 Senior Secured Notes Due 2027 NEXT.E.GO MOBILE SE as Issuer and the Guarantors party hereto from time to time as Guarantors...Note Purchase and Guaranty Agreement • July 20th, 2023 • Next.e.GO B.V. • Motor vehicles & passenger car bodies
This Note Purchase and Guaranty Agreement, dated as of June 30, 2023 (this “Agreement”), is made among Next.e.GO Mobile SE, a European company (Societas Europaea) existing under the laws of the European Union and the Federal Republic of Germany with registered seat in Aachen (the “Issuer”), the Guarantors party hereto from time to time, UMB Bank, National Association, as note administrative agent (the “Note Administrative Agent”), Echo IP Series 1 LLC, a Delaware limited liability company, as collateral agent (the “Collateral Agent”) and the Note Purchasers (as defined below).
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • March 13th, 2023 • Next.e.GO B.V. • Motor vehicles & passenger car bodies
Next.e.GO Mobile SE, a European Stock Corporation (Societas Europaea) with its business address at Lilienthalstrasse, 52068 Aachen, Germany, of the local court (Amtsgericht) of Aachen under HRB 24014 as borrower (the “Borrower”); and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 25th, 2023 • Next.e.GO N.V. • Motor vehicles & passenger car bodies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2023, between Next.e.GO B.V., a Dutch private limited liability company (“Target”) and ACM ARRT M LLC (the “Purchaser”).
STRATEGIC COOPERATION AGREEMENTStrategic Cooperation Agreement • March 13th, 2023 • Next.e.GO B.V. • Motor vehicles & passenger car bodies • England and Wales
Next.e.GO Mobile SE, a European Company (Societas Europaea) existing under the laws of the European Union and the Federal Republic of Germany, having its registered address at Lilienthalstrasse 1, Aachen, Germany (the "Company").
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • March 13th, 2023 • Next.e.GO B.V. • Motor vehicles & passenger car bodies
Next.e.GO Mobile SE, a European Stock Corporation (Societas Europaea) with its business address at Lilienthalstrasse, 52068 Aachen, Germany, of the local court (Amtsgericht) of Aachen under HRB 24014 as borrower (the “Borrower”); and
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2023 • Next.e.GO B.V. • Motor vehicles & passenger car bodies
Commercial Lease AgreementCommercial Lease Agreement • March 13th, 2023 • Next.e.GO B.V. • Motor vehicles & passenger car bodies
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 13th, 2023 • Next.e.GO B.V. • Motor vehicles & passenger car bodies • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of the 17h day of October, 2022, and amends and is supplemental to that certain credit agreement dated as of September 29, 2022 (as may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), and is by and among (i) Next.e.GO Mobile SE, a European company (Societas Europaea) existing under the laws of the European Union and the Federal Republic of Germany with registered seat in Aachen (the “Borrower”), as borrower, (ii) the lenders party thereto (the “Lenders”), and (iii) Brucke Agent LLC, as administrative agent and collateral agent (the “Administrative Agent”). Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in the Credit Agreement.
ContractNext.e.GO N.V. • October 25th, 2023 • Motor vehicles & passenger car bodies • New York
THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED (INCLUDING IN RIGHT OF PAYMENT) TO ALL SENIOR DEBT (AS HEREIN AFTER DEFINED) IN THE MANNER SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF OCTOBER 19, 2023 (THE “SUBORDINATION AGREEMENT”), BY AND AMONG THE COMPANY, THE GUARANTORS, THE HOLDERS (AS HEREIN AFTER DEFINED) OF THIS NOTE AND ECHO IP SERIES 1 LLC, AS COLLATERAL AGENT (IN SUCH CAPACITY, THE “COLLATERAL AGENT”) ON BEHALF OF THE NOTE PURCHASERS OF THE SENIOR DEBT. EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
AGREEMENT FOR GRANTING STATE AID TO BENEFICIARY OF TECHNOLOGICAL INDUSTRIAL DEVELOPMENT ZONE Concluded in Skopje on _______20__Agreement • March 13th, 2023 • Next.e.GO B.V. • Motor vehicles & passenger car bodies
Pursuant to Article 4-a, paragraph (11) and Article 8-a, paragraph (5) of the Law on Technological Industrial Development Zones published in the Official Gazette of the Republic of Macedonia (no. 14/07, no. 103/08, no. 130/08, no.139/09, no.156/10, no.127/12, no.41/14, no.160/14, no.72/15, no.129/15, no.173/15, no. 192/15, no. 217/15, no. 30/16 and no. 83/18), between the contracting parties:
