REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2020 • NextGen Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2020, is made and entered into by and among NextGen Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and NextGen Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
NEXTGEN ACQUISITION CORPORATIONSecurities Subscription Agreement • September 18th, 2020 • NextGen Acquisition Corp • Blank checks • New York
NextGen Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer NextGen Sponsor LLC, a Cayman Islands exempted company (the “Subscriber” or “you”), has made to subscribe for 10,062,500 Class B ordinary shares (the “Shares”), US$0.0001 par value per share, of the Company (the “Class B Shares”), up to 1,312,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used
INDEMNITY AGREEMENTIndemnification Agreement • October 9th, 2020 • NextGen Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 6, 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
XOS, INC. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • May 30th, 2023 • Xos, Inc. • Motor vehicle parts & accessories • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Xos, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
XOS, INC. and ____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • May 30th, 2023 • Xos, Inc. • Motor vehicle parts & accessories • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Xos, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Xos, Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________Warrant Agreement • May 30th, 2023 • Xos, Inc. • Motor vehicle parts & accessories • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Xos, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
WARRANT AGREEMENT NEXTGEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 6, 2020Warrant Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 6, 2020, is by and between NextGen Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Xos, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _________________, 2021 and is between Xos, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification & Liability • September 18th, 2020 • NextGen Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • September 18th, 2020 • NextGen Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between NextGen Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and NextGen Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
NextGen Acquisition CorporationUnderwriting Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between NextGen Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as the representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 9th, 2020 • NextGen Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 6, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between NextGen Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and NextGen Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • March 29th, 2022 • Xos, Inc. • Motor vehicle parts & accessories • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 23, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and XOS, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 9th, 2020 • NextGen Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between NextGen Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2021, is made and entered into by and among (i) Xos, Inc., a Delaware corporation (the “Company”) (formerly known as NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation); (ii) NextGen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and (iii) certain former stockholders of Xos Fleet, Inc. (formerly known as Xos, Inc.), a Delaware corporation (“Xos”) set forth on Schedule I hereto (the “Xos Holders” and, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2022 • Xos, Inc. • Motor vehicle parts & accessories • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 2022 by and among XOS, INC., a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”).
NextGen Acquisition Corporation 35,000,000 Units Underwriting AgreementUnderwriting Agreement • October 9th, 2020 • NextGen Acquisition Corp • Blank checks • New York
NextGen Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 35,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 5,250,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
AGREEMENT AND PLAN OF MERGER by and among NextGen Acquisition Corporation, SKY MERGER SUB I, INC. and Xos, INC. dated as of February 21, 2021Merger Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • Delaware
This Agreement and Plan of Merger, dated as of February 21, 2021 (this “Agreement”), is made and entered into by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Xos, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2022 • Xos, Inc. • Motor vehicle parts & accessories • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 9, 2022, is between XOS, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 3550 Tyburn Street, Los Angeles, California 90065 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 21, 2021, by and between NextGen Acquisition Corporation, a Cayman Islands exempted company (“NextGen”), and the undersigned subscriber (the “Investor”).
FORM OF VOTING SUPPORT AND LOCK-UP AGREEMENT FOR XOS SHAREHOLDERSVoting Support and Lock-Up Agreement • January 12th, 2024 • Xos, Inc. • Motor vehicle parts & accessories • British Columbia
AMENDMENT AGREEMENTAmendment Agreement • February 1st, 2024 • Xos, Inc. • Motor vehicle parts & accessories
THIS AMENDMENT AGREEMENT, dated as of January 31, 2024, is by and among Xos, Inc., a company existing under the laws of the State of Delaware (“Xos”), and ElectraMeccanica Vehicles Corp., a corporation existing under the laws of the Province of British Columbia (“EMV”).
ContractConvertible Security Agreement • September 30th, 2022 • Xos, Inc. • Motor vehicle parts & accessories • New York
NEITHER THIS SECURITY NOR THE COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S, PURSUANT TO A REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTION IS IN COMPLIANCE WITH THE ACT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
ARRANGEMENT AGREEMENT January 11, 2024Arrangement Agreement • January 12th, 2024 • Xos, Inc. • Motor vehicle parts & accessories • British Columbia
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • Delaware
This letter agreement (this “Letter Agreement”) is being delivered to Xos, Inc. (f/k/a NextGen Acquisition Corporation), a Delaware corporation (the “Company”), in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among the Company, Sky Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and [Legacy Xos] (f/k/a Xos, Inc.), a Delaware corporation (“Legacy Xos”), pursuant to which, among other things, Merger Sub will be merged with and into Legacy Xos on or about the date hereof (the “Merger”), with Legacy Xos surviving the Merger as a wholly owned subsidiary of the Company. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement.
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories
STANDARD INDUSTRIAL MULTI-TENANT LEASE - NETStandard Industrial Multi-Tenant Lease - Net • September 14th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • California
This Lease (“Lease”), dated August 6, 2021, is made by and between RIF V – Glendale Commerce Center, LLC, a California limited liability company (“Landlord”), and the Tenant named below (collectively the “Parties,” or individually a “Party”).
FORM OF SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 22nd, 2021 • NextGen Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February [__], 2021, by and among NextGen Sponsor LLC, a Cayman Islands exempted company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Xos, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 12th, 2022 • Xos, Inc. • Motor vehicle parts & accessories
This Note Purchase Agreement, dated as of August 9, 2022, (this “Agreement”) is entered into by and among Xos, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Schedule I hereto, as amended from time to time with the issuance of each Note (as defined below) (each an “Investor” and, collectively, the “Investors”).
June 22, 2023 Ladies and Gentlemen:Standby Equity Purchase Agreement • June 23rd, 2023 • Xos, Inc. • Motor vehicle parts & accessories
Reference is made to that certain Securities Purchase Agreement, dated as of August 9, 2022 (the “Purchase Agreement”), between Xos, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).
FORM OF STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • February 22nd, 2021 • NextGen Acquisition Corp • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of February [__], 2021, by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder”, and collectively, the “Company Stockholders”), and Xos, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
NextGen Acquisition Corporation 2255 Glades Road, Suite 324A Boca Raton, FL 33431Administrative Services Agreement • October 9th, 2020 • NextGen Acquisition Corp • Blank checks • New York
CONSENT TO SUBLEASE AGREEMENTConsent to Sublease Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • California
THIS CONSENT TO SUBLEASE AGREEMENT (this “Agreement”), is made as of this 5th day of February, 2021, by and among RIF V – Glendale Commerce Center, LLC, a California limited liability company (“Landlord”), R.R. Donnelley & Sons Company, a Delaware corporation (“Sublandlord”), and Xos, Inc., a Delaware corporation (“Subtenant”).
Unaudited Pro Forma Condensed Combined Financial InformationArrangement Agreement • June 4th, 2024 • Xos, Inc. • Motor vehicle parts & accessories
On January 11, 2024, Xos, Inc., a Delaware corporation (“Xos”), and ElectraMeccanica Vehicles Corp., a corporation existing under the laws of the Province of British Columbia (“ElectraMeccanica”), entered into an arrangement agreement (the “Arrangement Agreement”). On March 26, 2024, Xos acquired all of the issued and outstanding common shares of ElectraMeccanica (the “ElectraMeccanica Shares”), in a cashless transaction, under the Business Corporations Act (British Columbia) (the “Arrangement”). The completion of the acquisition has been reflected in Xos unaudited consolidated financial statements for the quarter ended March 31, 2024.
FIRST AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • June 23rd, 2023 • Xos, Inc. • Motor vehicle parts & accessories • New York
This FIRST AMENDMENT TO THE STANDBY EQUITY PURCHASE AGREEMENT, dated as of June 22, 2023 (this “First Amendment”), is entered between XOS, INC., a Delaware company (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”).
