Aptera Motors Corp Sample Contracts

Broker-Dealer Agreement
Broker-Dealer Agreement • March 9th, 2021 • Aptera Motors Corp

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Aptera Motors Corp. (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of December 13, 2020 (the “Effective Date”):

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ENGAGEMENT AGREEMENT
Engagement Agreement • December 9th, 2022 • Aptera Motors Corp • Motor vehicles & passenger car bodies • New York

This Engagement Agreement (this “Agreement”) is effective as of November 8, 2022 (the “Effective Date”) by and among, Aptera Motors Corp. (“Issuer”), and OpenDeal Broker LLC dba the Capital R (“ODB”), a New York limited liability company. Issuer and ODB are hereby referred to collectively as the “Parties” or individually as a “Party”.

ESCROW AGREEMENT
Escrow Agreement • December 9th, 2022 • Aptera Motors Corp • Motor vehicles & passenger car bodies • New York

This ESCROW AGREEMENT (this “Agreement”) dated as of the Effective Date (as defined below) by and among Aptera Motors Corp., (the “Issuer”), having an address found in Section 3.3; OpenDeal Broker LLC, a New York limited liability company (“Intermediary”), and BankProv (the “Escrow Agent”), with its principal corporate office at 5 Market Street, Amesbury, MA 01913. The Issuer, the Intermediary, and the Escrow Agent are collectively referred to as “Parties” and individually, a “Party.”

SUBSCRIPTION AGREEMENT
Agreement • August 10th, 2023 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

THIS INVESTMENT INVOLVES AHIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES,AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

VOTING AGREEMENT
Voting Agreement • August 10th, 2023 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This VOTING AGREEMENT (the “Agreement”) is made and entered into as of August 18, 2022, by and among APTERA MOTORS CORP., a Delaware corporation (the “Company”), the holders of the Company’s Series B-1-A Preferred Stock, par value $0.0001 per share (the “Series B-1-A Stock”), Series B-1-B Preferred Stock, par value $0.0001 per share (the “Series B- 1-B Stock”), Series B-1-C Preferred Stock, par value $0.0001 per share (the “Series B-1-C Stock”), Series B-1-D Preferred Stock, par value $0.0001 per share (the “Series B-1-D Stock”), Series B- 1-E Preferred Stock, par value $0.0001 per share (the “Series B-1-E Stock”), Series B-1-F Preferred Stock, par value $0.0001 per share (the “Series B-1-F Stock”) and Series B-1-G Preferred Stock, par value $0.0001 per share (the “Series B-1-G Stock”, and collectively with the Series B-1-A Stock, Series B-1-B Stock, Series B-1-C Stock, Series B-1-D Stock, Series B-1-E Stock and Series B-1-F Stock, the “Series B-1 Preferred Stock”), listed on the Sched

AGREEMENT AND PLAN OF MERGER by and among ANDROMEDA INTERFACES INC. (“Company”) Brian Gallagher and Kevin Coelho (“Sellers”) THE REPRESENTATIVE NAMED HEREIN (“Sellers Representative”) APTERA MOTORS CORP. (“Parent”) And APTERA MERGERCO, LLC (“Merger...
Agreement and Plan of Merger • April 28th, 2023 • Aptera Motors Corp • Motor vehicles & passenger car bodies • California

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 1, 2022, by and among each of Brian Gallagher, an individual and Kevin Coelho, an individual (the “Sellers”), Brian Gallagher, solely in his capacity as representative as set forth in this Agreement (the “Sellers Representative”), Andromeda Interfaces Inc., a California corporation (the “Company”), Aptera Motors Corp., a Delaware corporation (“Parent”), and Aptera Mergerco, LLC, a Delaware limited liability company (“Merger Sub”), which is a wholly-owned Subsidiary of Parent.

TECHNOLOGY LICENSE AGREEMENT dated by CHERY NEW ENERGY AUTOMOBILE CO. LTD., Chery and APTERA MOTORS CORP., APTERA
Technology License Agreement • April 28th, 2023 • Aptera Motors Corp • Motor vehicles & passenger car bodies

Chery New Energy Automobile Co. Ltd., a limited liability company duly incorporated and existing under the laws of People’s Republic of China and having its principal place of business at No. 226, Huajin South Road, High Tech Industrial Development Zone, Wuhu City, Anhui Province, PRC (“Chery”); and

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 10th, 2023 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

APTERA MOTORS CORP. 2021 STOCK OPTION AND INCENTIVE PLAN Adopted by the Board of Directors: June 15th, 2021
Stock Option Agreement • May 2nd, 2022 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

As used in this Plan, the following terms have the following meanings unless the context clearly indicates to the contrary:

SINGLE TENANT LEASE - NET between EV2340, LLC a Delaware limited liability company (the “Landlord”) and APTERA MOTORS CORP., a Delaware corporation (the “Tenant”) For Premises Located At: Vista, California 92081 Date of Lease: March 25, 2022
Single Tenant Lease • July 13th, 2022 • Aptera Motors Corp • Motor vehicles & passenger car bodies • California

This lease (this “Lease”) is made as of March _, 2022 (the “Date or Lease’’) by and between EV 2340, LLC, a Delaware limited liability company (“Landlord”) and APTERA MOTORS CORP., a Delaware corporation (‘‘Tenant”).

STANDARD INDUSTRIAL LEASE (NET) CARLSBAD CORPORATE CENTER I a California corporation and APTERA MOTORS CORP., a Delaware corporation
Aptera Motors Corp • July 13th, 2022 • Motor vehicles & passenger car bodies • California

THIS STANDARD INDUSTRIAL LEASE - NET (“Lease”), dated for reference purposes only as of October 1, 2021, is made at San Diego, California, between H. G. FENTON PROPERTY COMPANY, a California corporation (“Landlord”), and APTERA MOTORS CORP., a Delaware corporation (“Tenant”).

VOTING AGREEMENT
Adoption Agreement • July 13th, 2022 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

This VOTING AGREEMENT (the “Agreement”) is made and entered into as of __________, 2022, by and among APTERA MOTORS CORP., a Delaware corporation (the “Company”), the holders of the Company’s Series B-1-A Preferred Stock, par value $0.0001 per share (the “Series B-1-A Stock”), Series B-1-B Preferred Stock, par value $0.0001 per share (the “Series B-1-B Stock”), Series B-1-C Preferred Stock, par value $0.0001 per share (the “Series B-1-C Stock”), Series B-1-D Preferred Stock, par value $0.0001 per share (the “Series B-1-D Stock”), Series B-1-E Preferred Stock, par value $0.0001 per share (the “Series B-1-E Stock”), Series B-1-F Preferred Stock, par value $0.0001 per share (the “Series B-1-F Stock”) and Series B-1-G Preferred Stock, par value $0.0001 per share (the “Series B-1-G Stock”, and collectively with the Series B-1-A Stock, Series B-1-B Stock, Series B-1-C Stock, Series B-1-D Stock, Series B-1-E Stock and Series B-1-F Stock, the “Series B-1 Preferred Stock”), listed on the Schedu

Broker-Dealer Agreement
Broker-Dealer Agreement • June 20th, 2024 • Aptera Motors Corp • Motor vehicles & passenger car bodies

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Aptera Motors Corp. (“Client”) and Dalmore Group, LLC., a Delaware Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of 05-28-2024 (the “Effective Date”):

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 31st, 2024 • Aptera Motors Corp • Motor vehicles & passenger car bodies • California

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 20th, 2024 • Aptera Motors Corp • Motor vehicles & passenger car bodies • Delaware

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES,AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

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