Common Stock Purchase Warrant Volcon, Inc.Common Stock Purchase Warrant • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the “Company”), up to [●] shares (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2024, between Volcon, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Purchase Agreement").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2024, between Volcon, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”)).
ContractPurchase Warrant Agreement • November 8th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE ”EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE ”OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 8th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
THIS WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of November [•], 2023, is between Volcon, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
Underwriting AgreementUnderwriting Agreement • November 20th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
Volcon, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) (i) an aggregate of 42,857,142 common units (“Common Units”), each consisting of one share of common stock (the “Firm Shares”), par value $0.00001 per share, of the Company (the “Common Stock”), 0.35 of a series A warrant to purchase one share of Common Stock (“Series A Warrants”) and 0.35 of a series B warrant (“Series B Warrants”) to purchase one share of Common Stock (collectively, the “Warrants”) and/or (ii) an aggregate of 42,857,142 pre-funded units (“Pre-funded Units”) consisting of one pre-funded warrant to purchase one share of Common Stock (the “Pre-funded Warrants”), 0.35 of a Series A Warrant and 0.35 of a Series B Warrant. The Common Units and Pre-funded Units to be sold by the Company to the Underwriter are called the “Firm Securities.” At the option of the Underwriter, the Comp
COMMON STOCK PURCHASE WARRANT VOLCON, INC.Common Stock Agreement • May 20th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies
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 six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November [•], 2029[1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the “Company”), up to [•] shares (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).
Underwriting AgreementUnderwriting Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
Aegis Capital Corp. As Representative of the several Underwriters named in Schedule I hereto c/o Aegis Capital Corp. 810 7th Avenue, 18th Floor New York, NY 10019
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK VOLCON, INC.Pre-Funded Warrant Agreement • October 16th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Underwriting AgreementUnderwriting Agreement • April 28th, 2022 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
Volcon, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 6,666,667 shares of common stock (the “ Firm Shares”), par value $0.00001 per share, of the Company (the “Common Stock”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 1,000,000 additional shares of Common Stock representing fifteen percent (15.0%) of the Firm Shares sold in the offering (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to collectively as the “Shares”. The number of Shares to be purchased by the Underwriter is set forth opposite its name in Schedule I hereto.
Underwriting AgreementUnderwriting Agreement • October 8th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
Aegis Capital Corp. As Representative of the several Underwriters named in Schedule I hereto c/o Aegis Capital Corp. 810 7th Avenue, 18th Floor New York, NY 10019
FORM OF AMENDED AND RESTATED WARRANT]Warrant Agreement • May 22nd, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
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 date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on August 24, 2027 (the "Termination Date") but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware 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).
AEGIS CAPITAL CORP.Placement Agent Agreement • May 22nd, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Volcon, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of Convertible Debt (the “Securities”). This engagement letter sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank. Each of Aegis and the Company are referred to herein as a “Party” and collectively as the “Parties.”
PERSONAL AND CONFIDENTIALPlacement Agent Agreement • July 12th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Registered Direct Shelf Takedown (the “Placement”) by Volcon, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its shares of Common Stock (the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behalf of the Company. The Company confirms that entry into this placement agent agreement an
SERIES A][SERIES B] COMMON SHARE PURCHASE WARRANT VOLCON, INC.Common Share Purchase Warrant • November 8th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
THIS [SERIES A][SERIES B] COMMON SHARE 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the “Company”), up to [●] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into a of June 7, 2021 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 2590 Oakmont Drive, Suite 520, Round Rock, TX 78665, and Greg Endo (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
FORM OF SENIOR CONVERTIBLE NOTE]Senior Convertible Note • May 22nd, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), [•], A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). [•] MAY BE REACHED AT TELEPHONE NUMBER [•].
Indemnification AND ADVANCEMENT AgreementIndemnification Agreement • September 12th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • Delaware
This Indemnification Agreement (this “Agreement”) is made as of September 6, 2023, by and between Volcon, Inc., a Delaware corporation (the “Company”), and ________ (“Indemnitee”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 12.
VOLCON, INC. Common Stock (par value $0.00001 per share) At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • October 18th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
SECURITY AGREEMENTSecurity Agreement • September 27th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This SECURITY AGREEMENT, dated as of September 22, 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made by and among Volcon, Inc., Delaware corporation (the "Borrower"), Volcon ePowersports, LLC, a Delaware limited liability company (“Volcon Delaware”) and Volcon ePowersports, LLC, a Colorado limited liability company (“Volcon Colorado” and, together with Volcon Delaware, the "Original Guarantors") or from time to time party hereto by execution of a joinder agreement (the "Additional Guarantors", and together with the Original Guarantors, the "Guarantors"), as grantors, pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Grantors", and each, a "Grantor"), in favor of Empery Tax Efficient, LP, in its capacity as collateral agent with respect to the Notes (as hereinafter defined), as
FORM OF SENIOR NOTE]Senior Note • May 20th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE
AMENDED AND RESTATED WARRANTWarrant Agreement • November 20th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
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 date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on August 24, 2027 (the "Termination Date") but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the "Company"), up to [●] shares (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).
COMMON STOCK PURCHASE WARRANT VOLCON, inc.Common Stock Purchase Warrant • October 16th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Avessa Michigan, (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 set forth above and subject to the last sentence of this paragraph (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the “Company”), up to 2,000,000 shares (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). This Warrant shall vest in two (2) equal installments: 50% of the Warrant Shares shall vest on the date hereof, and 50% of the Warrant Shares shall vest 45 days from the dat
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 30, 2024 with an employment date of February 3, 2024 (such employment date, the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 3121 Eagles Nest Street, Suite 120, Round Rock, TX 78665, and John Kim (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”) having his office at such location of his choosing.
VOLCON CONSULTING AGREEMENTConsulting Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of AUGUST 28, 2020, between VOLCON, INC., a Delaware corporation, having its principal place of business at 3267 Bee Caves Road, 107-322, Austin, TX 78746 (the “Company”), and PINK POSSUM, LLC., with an address at 3267 Bee Caves Road Suite 107-247, Austin, TX 78746 (“Consultant”).
SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • May 25th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Securities Purchase and Exchange Agreement (this "Agreement") is dated as of May 19, 2023, between Volcon, Inc., a Delaware corporation (the "Company") and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers")).
NOTE AMENDMENTNote Amendment • September 13th, 2022 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Note Amendment dated as of September 6, 2022 (the “Agreement”) is by and between Volcon, Inc., a Delaware corporation (the “Company”), and the undersigned, a Holder of Notes (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in those certain Senior Convertible Notes dated as of August 24, 2022 (the “Notes”) issued by the Company to the undersigned and other holders thereof.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This Note Purchase Agreement (this “Agreement”) is made and entered into as of September 10, 2021 by and among Volcon, Inc., a Delaware corporation (the “Company”) and and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXCHANGE AGREEMENTExchange Agreement • March 4th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Exchange Agreement (this "Agreement") is dated as of March 3, 2024, between Volcon, Inc., a Delaware corporation (the "Company") and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers")).
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into a of August 5, 2021 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 2590 Oakmont Drive, Suite 520, Round Rock, TX 78665, and Jordan Davis (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
AEGIS CAPITAL CORP.Placement Agent Agreement • May 20th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
The purpose of this placement agent agreement (the “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Volcon, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of convertible notes and warrants to purchase common stock (“Warrants”) of the Company (together the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank. Each of Aegis and the Company are referred to herein as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2021 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into a of June 16, 2021 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 2590 Oakmont Drive, Suite 520, Round Rock, TX 78665, and Bruce Riggs (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2022 • Volcon, Inc. • Motor vehicles & passenger car bodies • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 3, 2022 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 2590 Oakmont Drive, Suite 520, Round Rock, TX 78665, and Stephanie Davis (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
VOLCON, INC. SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • October 16th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Securities Exchange Agreement (this “Agreement”) is made as of October ____, 2024 (“Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”), and the holder signatory hereto. (collectively, the “Holder”).
