COMMON STOCK PURCHASE WARRANT Arcimoto, Inc.Common Stock Purchase Warrant • October 4th, 2019 • Arcimoto Inc • 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 six months of the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arcimoto, Inc., an Oregon corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 19th, 2023 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
Arcimoto, Inc. (an Oregon corporation) [*] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2019 • Arcimoto Inc • Motorcycles, bicycles & parts • California
SECURITIES PURCHASE AGREEMENTSecurities 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”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK ARCIMOTO, INC.Warrant Agreement • January 19th, 2023 • Arcimoto Inc • Motorcycles, bicycles & parts
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 18, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ARCIMOTO, INC., an Oregon corporation (the “Company”), up to ______ shares of Common Stock, no par value per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT arcimoto, inc.Common Stock Purchase Warrant • August 16th, 2023 • Arcimoto Inc • 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 4th, 2019 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • September 1st, 2022 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of [_______], 2022, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company, [______] a [______] company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
Arcimoto, Inc. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • January 14th, 2022 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
Arcimoto, Inc., an Oregon corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows:
ContractPlacement Agency Agreement • January 19th, 2023 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Arcimoto, Inc., an Oregon corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, no par value per shares (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Common Sto
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 1st, 2022 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 31, 2022, is entered into by and among Arcimoto, Inc., an Oregon corporation with offices located at 2034 West 2nd Avenue, Eugene, OR 97402 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
THIS WARRANT IS VOID AFTER 11:59 P.M., EASTERN TIME, DECEMBER 27, 2021 ARCIMOTO, INC. Warrant To Purchase Common StockWarrant to Purchase Common Stock • December 28th, 2018 • Arcimoto Inc • Motorcycles, bicycles & parts • Oregon
Arcimoto, Inc., an Oregon corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FOD CAPITAL, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., Eastern time, on the Expiration Date, (as defined below), 942,857 fully-paid and non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is iss
PERSONAL AND CONFIDENTIAL Arcimoto, Inc Mr. Mark Frohnmayer Eugene, OR 97402 Dear Mark:Brokerage Agreement • November 24th, 2020 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
This letter will confirm the understanding and agreement (the “Agreement”) between Bradley Woods & Co. Ltd. (“Broker”) and Arcimoto, Inc. (the “Company”) as follows:
Arcimoto, Inc.Placement Agreement • November 20th, 2020 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
EXCHANGE AGREEMENTExchange Agreement • April 3rd, 2024 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the __ day of April 2024, by and between Arcimoto, Inc., an Oregon corporation (the “Company”), and the investor signatory hereto (the “Investor”).
ARCIMOTO, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 13th, 2018 • Arcimoto Inc • Motorcycles, bicycles & parts • Oregon
This Restricted Stock Award Agreement (this “Agreement”) is made by and between Arcimoto, Inc. (the “Company”) and _____________________ (“Grantee”) effective as of the Date of Grant (as defined below). This Agreement sets forth the terms and conditions associated with the Company’s award to Grantee of shares of Common Stock pursuant to the Arcimoto, Inc. 2018 Omnibus Stock Incentive Plan (the “Plan”) for the number of Shares set forth below. Terms with initial capitalized letters not explicitly defined in this Agreement but defined in the Plan will have the same definition and meaning as in the Plan.
TO: The Purchasers of Arcimoto, Inc. 8% Series D Convertible Preferred Stock and WarrantsVoting Agreement • August 16th, 2023 • Arcimoto Inc • 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.
AGREEMENT RA-AI04032019Agreement • February 6th, 2020 • Arcimoto Inc • Motorcycles, bicycles & parts • Florida
WHEREAS, Arcimoto, Inc., an Oregon corporation, is a three-wheeled utility vehicle manufacturing company offering a suite of vehicles for purchase by customers in the United States; and
LOAN AGREEMENT by and between ARCIMOTO PROPERTY HOLDING COMPANY, LLC, as Borrower AND HRE FUV LENDING, LLC, as Lender For a Loan in the maximum amount of: $6,000,000.00 Pertaining to real property located in Lane County, Oregon as more fully described...Loan Agreement • February 22nd, 2023 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
The Loan is to be evidenced by a Promissory Note Secured by Deed of Trust in the maximum amount of Six Million and 00/100 Dollars ($6,000,000.00), dated as of the date hereof, executed by Borrower in connection with the Loan for the benefit of Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, “Note”), and is secured, in part, by a Line of Credit Instrument, Deed of Trust, Assignment of Leases and Rents and Security Agreement (Including Fixture Filing), dated as of the date hereof, executed by Borrower in connection with the Loan for the benefit of Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, “Deed of Trust”).
COMMERCIAL ASSOCIATION OF REALTORS® PORTLAND/VANCOUVER PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY (Oregon-Commercial Form)Purchase and Sale Agreement • January 6th, 2021 • Arcimoto Inc • Motorcycles, bicycles & parts • Oregon
Buyer agrees to buy and Seller agrees to sell, on the following terms, the real property and all improvements thereon (the “Property”) commonly known as 311 Chambers St. and 1480 W. 3rd Ave in the City of _Eugene____, County of _____Lane________, Oregon legally described as follows: __Legal Description to be provided by Cascade Title Co. Sale includes tax lots 08600, 13400, 08000, 08700, 09000, 09001, 13001 and 07600 to taling approximately 6.79 acres of land. If no legal description is inserted or attached, Buyer and Seller will attach a legal description upon receipt and reasonable approval by both parties of the Preliminary Commitment or, if applicable, the Survey.
ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL - SINGLE - TENANT LEASE - NETAddendum to Lease Agreement • March 29th, 2019 • Arcimoto Inc • Motorcycles, bicycles & parts
THIS ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL – SINGLE-TENANT LEASE - NET (“Addendum”) is made and entered into by and between TEJ ENTERPRISES, LLC (“Lessor”), and ARCIMOTO, LLC (collectively, “Lessee”), as of the date set forth on the first page of that certain Standard Industrial/Commercial Lease -Single-Tenant Lease - Net (the “Lease”) between Lessor and Lessee to which this Addendum is attached and incorporated. The terms, covenants, and conditions set forth herein are intended to and shall have the same force and effect as if set forth at length in the body of the Lease. To the extent that the provisions of this Addendum are inconsistent with any provisions of the Lease, the provisions of this Addendum shall supersede and control. This Addendum, together with the Lease itself and all other exhibits, Riders and Addenda attached thereto represents the full integrated and binding agreement of the parties. All references in the Lease and in this Addendum to “Lease” are to be constru
EXCLUSIVE CONTRACT MANUFACTURING AGREEMENT US, MEXCIO AND CANADAExclusive Contract Manufacturing Agreement • January 18th, 2024 • Arcimoto Inc • Motorcycles, bicycles & parts • Oregon
This CONTRACT MANUFACTURING AGREEMENT (“Agreement”), effective the 11th day of January 2023, between Arcimoto, Inc. an Oregon corporation having its principal place of business at 2034 West 2nd Avenue, Eugene, Oregon 97402 (“Arcimoto”) and Ellectramobilys, a french corporation, having its principal place of business at 2 rue Henri Matisse, 62100 Calais, France (“CUSTOMER”). The parties, intending to be legally bound, mutually agree as follows:
INDUSTRIAL LEASE (NET-NET-NET)Industrial Lease • October 4th, 2017 • Arcimoto Inc • Motorcycles, bicycles & parts • Oregon
COLLATERAL ASSIGNMENT OF LEASECollateral Assignment of Lease • December 28th, 2018 • Arcimoto Inc • Motorcycles, bicycles & parts
THIS COLLATERAL ASSIGNMENT OF LEASE (this “Assignment”) is made December 27, 2018, by and between Arcimoto, Inc., an Oregon corporation (collectively with successors and assigns, the “Assignor”), with an address at 2034 West 2nd Avenue, Eugene, OR 97402, and FOD Capital, LLC, a Florida limited liability company (collectively with successors and assigns, the “Assignee”), with an address at 7009 Shrimp Road, Suite #4, Key West, FL 33040.
SOLE MEMBER GUARANTYSole Member Guaranty • February 22nd, 2023 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
THIS SOLE MEMBER GUARANTY (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, this “Guaranty”) is made and entered into as of February 17, 2023, by APHC HOLDINGS, LLC, a Delaware limited liability company (“Guarantor”), in favor of and for the benefit of HRE FUV LENDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 21st, 2018 • Arcimoto Inc • Motorcycles, bicycles & parts • Oregon
The undersigned (the “Investor”) hereby confirms its agreement with Arcimoto, Inc., an Oregon corporation (the “Company”), as follows:
COMMON STOCK PURCHASE AGREEMENT Dated as of OCTOBER 4, 2022 by and between ARCIMOTO, INC. and TUMIM STONE CAPITAL LLCCommon Stock Purchase Agreement • October 5th, 2022 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of October 4, 2022 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Arcimoto, Inc., an Oregon corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex I hereto.
EXCHANGE AGREEMENTExchange Agreement • November 21st, 2018 • Arcimoto Inc • Motorcycles, bicycles & parts • Oregon
THIS EXCHANGE AGREEMENT (this “Agreement”) is entered into as of the 15th day of November, 2018 between Arcimoto, Inc., an Oregon corporation (the “Company”), and Mark D. Frohnmayer (the “Shareholder”).
Arcimoto, Inc. Employment AgreementEmployment Agreement • January 6th, 2021 • Arcimoto Inc • Motorcycles, bicycles & parts • Oregon
This Employment Agreement (the “Agreement”), effective as of January 1, 2021 (the “Effective Date”), is entered into by Arcimoto, Inc. an Oregon corporation (the “Company”), and Mark Frohnmayer, an individual residing at the address on the signature page hereto (the “Employee”).
SECURITY AGREEMENTSecurity Agreement • December 28th, 2018 • Arcimoto Inc • Motorcycles, bicycles & parts • Oregon
THIS SECURITY AGREEMENT, dated as of December 27, 2018 (this “Agreement”), is made by Arcimoto, Inc., an Oregon corporation (“Grantor”), in favor of FOD Capital, LLC, a Florida limited liability company, pursuant to the Loan Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the ” Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 28th, 2018 • Arcimoto Inc • Motorcycles, bicycles & parts • Oregon
The undersigned (the “Investor”) hereby confirms its agreement with Arcimoto, Inc., an Oregon corporation (the “Company”), as follows:
LIMITED RECOURSE CARVE-OUT GUARANTYLimited Recourse Carve-Out Guaranty • February 22nd, 2023 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
This LIMITED RECOURSE CARVE-OUT GUARANTY (“Agreement” or “Guaranty”), is entered into as of February 17, 2023, by ARCIMOTO, INC., an Oregon corporation (“Guarantor”), in favor of HRE FUV LENDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT October 20, 2022Securities Purchase Agreement • October 24th, 2022 • Arcimoto Inc • Motorcycles, bicycles & parts • New York
Reference is made to the Securities Purchase Agreement (the “Agreement”), dated as of August 31, 2022, by and between Arcimoto, Inc., an Oregon corporation with offices located at 2034 West 2nd Avenue, Eugene, OR 97402 (the “Company”), and 3i, LP, as a Buyer (“3i LP”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
VOTING AGREEMENTVoting Agreement • September 1st, 2022 • Arcimoto Inc • Motorcycles, bicycles & parts • Oregon
VOTING AGREEMENT, dated as of August __, 2022 (this “Agreement”), by and between Arcimoto, Inc., an Oregon corporation (the “Company”), and the stockholder listed on the signature page hereto under the heading “Stockholder”.
