Sono Group N.V. Sample Contracts

SONO GROUP N.V. Ordinary Shares (nominal value €0.06 per share) At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • December 8th, 2022 • Sono Group N.V. • Motor vehicles & passenger car bodies • New York
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Sono Group N.V. [●] Common Shares UNDERWRITING AGREEMENT
Underwriting Agreement • April 26th, 2022 • Sono Group N.V. • Motor vehicles & passenger car bodies • New York

This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”, between Sono Group N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), and you as representative of a group of Underwriters (the “Underwriters”) named therein, relating to an underwritten public offering of common shares with a nominal value of €0.06 each (“Shares”) in the capital of the Company (the “Offering”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 8th, 2022 • Sono Group N.V. • Motor vehicles & passenger car bodies

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2022, by and between SONO GROUP N.V., a Dutch public limited liability company (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 13th, 2022 • Sono Group N.V. • Motor vehicles & passenger car bodies • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 13, 2022, is by and between Joh. Berenberg, Gossler & Co. KG. (the “Investor”), and Sono Group N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”).

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GUARANTY AGREEMENT
Guaranty Agreement • June 21st, 2024 • Sono Group N.V. • Motor vehicles & passenger car bodies

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of June 20, 2024, by SVSE LLC, a Delaware limited liability company and Sono Motors GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung), and any other guarantors party hereto from time to time (each a “Guarantor,” and collectively, the “Guarantors,” which terms shall include their respective successors and assigns), with and for the benefit of YA II PN, Ltd. (the “Beneficiary,” which term shall include the Beneficiary’s successors and assigns). The Guarantors and the Beneficiary are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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ORDINARY SHARES PURCHASE AGREEMENT Dated as of June 13, 2022 by and between Sono Group N.V. and Joh. Berenberg, Gossler & Co. KG
Ordinary Shares Purchase Agreement • June 13th, 2022 • Sono Group N.V. • Motor vehicles & passenger car bodies • New York

This ORDINARY SHARES PURCHASE AGREEMENT is made and entered into as of June 13, 2022 (this “Agreement”), by and between Joh. Berenberg, Gossler & Co. KG (the “Investor”) and Sono Group N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 8th, 2022 • Sono Group N.V. • Motor vehicles & passenger car bodies • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 7, 2022, is between SONO GROUP N.V., a Dutch public limited liability company (the “Company”), and YA II PN, LTD. (the “Buyer”).

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INDEMNIFICATION AGREEMENT between [name] as the Officer and Sono Group N.V. as the Company
Indemnification Agreement • October 22nd, 2021 • Sono Group N.V. • Motor vehicles & passenger car bodies
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Amendment No. 2 to the Restructuring Agreement dated 20 November 2023 by and between Sono Group N.V. and YA II PN, Ltd.
Restructuring Agreement • June 21st, 2024 • Sono Group N.V. • Motor vehicles & passenger car bodies
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SONO GROUP N. V. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT SONO GROUP N. V. TREATS AS PRIVATE OR CONFIDENTIAL....
Contract Manufacturing Agreement • April 19th, 2022 • Sono Group N.V. • Motor vehicles & passenger car bodies

This Binding Term Sheet (the “Term Sheet”) is entered into by and between Sono Motors GmbH (“Sono Motors”), with a business address of Waldmeisterstraße 76, 80935 Munich, the Federal Republic of Germany and Valmet Automotive Inc. (“Valmet Automotive”), with a business address of Autotehtaankatu 14, 23500 Uusikaupunki, Finland, as of the date last signed below (the “Effective Date”). Each of Sono Motors and Valmet Automotive will be referred to individually herein as a “Party” and collectively as “the Parties.”

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Sono Group N.V. [●] Common Shares UNDERWRITING AGREEMENT
Underwriting Agreement • November 8th, 2021 • Sono Group N.V. • Motor vehicles & passenger car bodies • New York

This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Sono Group N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), and you as representative of a group of Underwriters (the “Underwriters”) named therein, relating to an underwritten public offering of common shares with a nominal value of [●] each (“Shares”) of the Company (the “Offering”).

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Amendment No. 1 to the Funding Commitment Letter dated 17 November 2024 by YA II PN, Ltd. to Sono NV
Funding Commitment Letter • June 21st, 2024 • Sono Group N.V. • Motor vehicles & passenger car bodies
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DEED OF ISSUE SONO GROUP N.V.
Deed of Issue • October 22nd, 2021 • Sono Group N.V. • Motor vehicles & passenger car bodies

Sono Group N.V., a public company with limited liability, having its corporate seat in Amsterdam (address: Waldmeisterstrasse 76, 80935 Munich, Germany, trade register number: 80683568) (the "Company").

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DEED OF ISSUE SONO GROUP N.V.
Deed of Issue • April 26th, 2022 • Sono Group N.V. • Motor vehicles & passenger car bodies

Sono Group N.V., a public company with limited liability, having its corporate seat in Amsterdam (address: Waldmeisterstrasse 76, 80935 Munich, Germany, trade register number: 80683568) (the “Company”).

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DATED 20 November 2023 BETWEEN SONO GROUP N.V. (in preliminary insolvency proceedings) AND YA II PN, Ltd. RESTRUCTURING AGREEMENT in relation to SONO GROUP N.V.
Restructuring Agreement • December 26th, 2023 • Sono Group N.V. • Motor vehicles & passenger car bodies
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AMENDMENT NO. 1 TO THE BACK-TO-BACK LETTER OF COMFORT
Back-to-Back Letter of Comfort • June 21st, 2024 • Sono Group N.V. • Motor vehicles & passenger car bodies
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AMENDMENT TO CONVERTIBLE DEBENTURES
Convertible Debentures • December 26th, 2023 • Sono Group N.V. • Motor vehicles & passenger car bodies • New York

This AMENDMENT TO CONVERTIBLE DEBENTURES (this “Amendment”) dated as of November 17, 2023, is made by and between Sono Group N.V., a Dutch public limited liability company, (the “Company”) and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Holder”). Each of the Company and the Holder shall be referred to collectively as the “Parties” and individually as a “Party.”

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 8th, 2021 • Sono Group N.V. • Motor vehicles & passenger car bodies • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of ____, 2021, by and among Sono Group N.V., a Dutch public limited liability company (“Company”), Sono Motors GmbH, a German private limited liability company (“Guarantor”) and each of the parties listed as Investors on the Schedule attached hereto (each, an “Investor” and collectively, the “Investors”).

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AMENDMENT NO. 2 TO THE FUNDING COMMITMENT LETTER DATED NOVEMBER 17, 2023 BY YA II PN, LTD. TO SONO GROUP N.V.
Funding Commitment Letter • June 21st, 2024 • Sono Group N.V. • Motor vehicles & passenger car bodies
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Amendment No. 1 to the Restructuring Agreement dated 20 November 2023 by and between Sono Group N.V. and YA II PN, Ltd.
Restructuring Agreement • June 21st, 2024 • Sono Group N.V. • Motor vehicles & passenger car bodies
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YA II PN, LTD. Mountainside, NJ 07092
Funding Commitment Letter • December 26th, 2023 • Sono Group N.V. • Motor vehicles & passenger car bodies • New York

Funding Commitment Letter (the Letter) for a funding through debentures in an aggregate amount of up to EUR 9,000,000 (the Debt Instrument).

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SETTLEMENT AGREEMENT
Settlement Agreement • December 26th, 2023 • Sono Group N.V. • Motor vehicles & passenger car bodies
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CONTINUATION AGREEMENT regarding SONO MOTORS GMBH
Continuation Agreement • December 26th, 2023 • Sono Group N.V. • Motor vehicles & passenger car bodies
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