SUBSCRIPTION AGREEMENTSubscription Agreement • November 18th, 2015 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Arizona
The securities offered hereby are highly speculative. Investing in shares of Elio Motors, Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 2015 • Elio Motors, Inc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March __, 2015, among Elio Motors, Inc., an Arizona corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Holder” and, collectively, the “Holders”).
LOAN AND SECURITY AGREEMENT by and between GEMCAP LENDING I, LLC as Lender and ELIO MOTORS, INC. as Borrower Dated: February 28, 2013Loan and Security Agreement • August 28th, 2015 • Elio Motors, Inc. • California
LOAN AND SECURITY AGREEMENT, dated as of February 28, 2013, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and GEMCAP LENDING I, LLC, a Delaware limited liability company with offices at 24955 Pacific Coast Highway, Suite A202, Malibu, CA 90265 (together with its successors and assigns, the “Lender”).
COMMON STOCK PURCHASE WARRANT ELIO MOTORS, INC.Common Stock Purchase Warrant • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Shreveport Business Park, LLC, a Delaware limited liability company, 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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELIO MOTORS, INC., an Arizona corporation (the “Company”), up to 25,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • California
This REGISTRATION RIGHTS AGREEMENT, dated as of November 17, 2016 (the “Agreement”), is entered into by and among ELIO MOTORS, INC., an Arizona corporation (the “Company”), and SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company and its permitted assignees (the “Holder” or “Holders”).
CONVERTIBLE UNSECURED NOTEConvertible Security Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Arizona
THIS CONVERTIBLE UNSECURED NOTE is one of a series of duly authorized and validly issued Convertible Unsecured Notes of Elio Motors, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2942 North 24th Street, Suite 114-700, Phoenix, Arizona 85016, designated as its Convertible Unsecured Note (this note, the “Note” and, collectively with the other such series of Notes, the “Notes”).
AMENDED FORBEARANCE AGREEMENTForbearance Agreement • November 13th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana
This Amended Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of August, 2018 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).
AMENDMENT TO OPTION AGREEMENTSOption Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies
This Amendment to Option Agreements (this “Amendment”) is entered into effective as of the __ day of May, 2016, by and between ELIO MOTORS, INC., an Arizona corporation (the “Company”), and STUART LICHTER (“Optionee”).
INDEPENDENT CONTRACTOR CONSULTING AGREEMENTIndependent Contractor Consulting Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Arizona
This Independent Contractor Consulting Agreement is made effective as of June 1, 2016 (the “Effective Date”) by and between ELIO MOTORS, INC., an Arizona corporation, 2942 North 24th Street, Suite 114-700, Phoenix, Arizona 85016 (“Company”); and HARI IYER, 4261 Ruthelma Ave, Palo Alto, CA 94306 (“Contractor”).
OPTION AGREEMENTOption Agreement • August 28th, 2015 • Elio Motors, Inc.
This Option Agreement (this “Agreement”) is entered into effective as of the 29th day of June, 2015, by and between ELIO MOTORS, INC., an Arizona corporation (the “Company”) and STUART LICHTER (“Optionee”).
FORBEARANCE AGREEMENTForbearance Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana
This Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of July, 2017 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).
OPTION AGREEMENTOption Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies
This Option Agreement (this “Agreement”) is entered into effective as of the 10th day of May, 2016, by and between ELIO MOTORS, INC., an Arizona corporation (the “Company”) and STUART LICHTER (“Optionee”).
INDEMNIFICATION AGREEMENT ELIO MOTORS, INC.Indemnification Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________, 2017 between ELIO MOTORS, INC., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 28th, 2015 • Elio Motors, Inc. • Arizona
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this “Security Agreement”) is entered into as of _______ __, 2015, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and _________________, in its capacity as collateral agent (the “Collateral Agent”) for the holders (the “Holders”) of the Notes (as defined herein) issued by Borrower.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Delaware
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the adequacy and sufficiency of which are hereby acknowledged, the Company and Overstock agree as follows:
ContractLoan and Security Agreement • August 28th, 2015 • Elio Motors, Inc.
ESCROW SERVICES AGREEMENTEscrow Services Agreement • November 18th, 2015 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • New York
This Escrow Services Agreement (this “Agreement”) is made and entered into as of November 17, 2015 by and between FundAmerica Securities, LLC (“FundAmerica Securities”, or “Escrow Agent”), a Delaware limited liability company, and Elio Motors, Inc., an Arizona corporation (“Issuer”).
CONTINUING GUARANTEEContinuing Guarantee • August 28th, 2015 • Elio Motors, Inc. • California
THIS CONTINUING GUARANTEE (this “Guarantee”) is executed by the undersigned (hereinafter called “Guarantor”) in favor of GemCap Lending I, LLC (hereinafter called “Lender”), with a principal place of business at 24955 Pacific Coast Highway, Suite A202, Malibu, CA 90265, with respect to the Indebtedness (defined herein) of Elio Motors, Inc., an Arizona corporation (hereinafter called “Borrower”).
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies
This Third Amendment to Lease Agreement (“Third Amendment”), is entered into as of the 28th day of December 2017 (“Effective Date”), by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”).
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 7th, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Third Amendment”) is executed effective as of this 31st day of May, 2017 (the “Effective Date”), by and between ELIO MOTORS, INC.(“Buyer”) and RACER PROPERTIES LLC (“Seller”).
FIRST AMENDMENT TO SECOND LOAN EXTENSION AGREEMENTSecond Loan Extension Agreement • August 16th, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies
This First Amendment to Second Loan Extension Agreement (“Agreement”) is made as of this 11th day of August, 2017, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
FORBEARANCE AGREEMENTForbearance Agreement • June 7th, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana
This Forbearance Agreement (this “Agreement”) is made effective as of the 31st day of May, 2017 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).
SECURITY AGREEMENTSecurity Agreement • August 28th, 2015 • Elio Motors, Inc. • Louisiana
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of the 28 day of February, 2013, by and between ELIO MOTORS, INC. (“Debtor”), and REVITALIZING AUTO COMMUNITIES ENVIRONMENTAL RESPONSE TRUST (“Secured Party”).
FORBEARANCE AGREEMENTForbearance Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana
This Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of December, 2016 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies
This Second Amendment to Lease Agreement (“Second Amendment”), is entered into as of the 17th day of November 2016 (“Effective Date”), by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”).
LOAN EXTENSION AGREEMENTLoan Extension Agreement • September 22nd, 2016 • Elio Motors, Inc. • Motor vehicles & passenger car bodies
This Loan Extension Agreement (“Agreement”) is made as of this 21st day of September, 2016, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and STUART LICHTER (“Lender”).
FORBEARANCE AGREEMENTForbearance Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana
This Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of March, 2017 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).
FORBEARANCE AGREEMENTForbearance Agreement • August 28th, 2015 • Elio Motors, Inc. • California
THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of this 31st day of July, 2015 (the “Effective Date”), by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”) and CH Capital Lending, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
Installment Payment Agreement IAV Automotive Engineering Inc. and Elio Motors, Inc.Installment Payment Agreement • August 28th, 2015 • Elio Motors, Inc. • Michigan
This Installment Payment Agreement (“Agreement”) is made this 13th day of March 2015 (“Effective Date”), by and between IAV Automotive Engineering Inc., a Michigan corporation doing business at 15620 Technology Drive, Northville, Michigan 48168 (“IAV”) and Elio Motors, Inc., an Arizona corporation doing business at 1855 E. Southern Ave., Ste. 204, Mesa, Arizona 85204. IAV and Elio may be referred to in this Agreement as a “Party” or collectively as the “Parties”.
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • November 13th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana
THIS SECOND AMENDMENT TO PROMISSORY NOTE (this “Second Amendment”) is executed effective as of the 1st day of August, 2018 (the “Effective Date”), by and between Elio Motors, Inc. (“Maker”) and Revitalizing Auto Communities Environmental Response Trust (“Holder”).
LOAN EXTENSION AGREEMENTLoan Extension Agreement • May 1st, 2017 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • California
THIS LOAN EXTENSION AGREEMENT (this “Agreement”) is entered into as of this 10th day of November, 2016 (the “Effective Date”), by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”) and CH Capital Lending, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies
ContractLease Agreement • August 28th, 2015 • Elio Motors, Inc. • Louisiana
THIRD AMENDMENT TO SECOND LOAN EXTENSION AGREEMENTSecond Loan Extension Agreement • November 13th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies
This Third Amendment to Second Loan Extension Agreement (“Third Amendment to SLEA”) is made as of this 7th day of November, 2018, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
FIRST AMENDMENT TO LEASELease Agreement • August 28th, 2015 • Elio Motors, Inc.
This First Amendment to Lease (“First Amendment”), is entered into as of the 31st day of July 2015, by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”).
