Twin Vee PowerCats, Co. Sample Contracts

UNDERWRITING AGREEMENT between
Underwriting Agreement • September 30th, 2022 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • New York

As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004

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Form of Representative’s Warrant Agreement
Representative’s Warrant Agreement • July 2nd, 2021 • Twin Vee PowerCats, Co. • Ship & boat building & repairing

THIS 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 on or after ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Twin Vee PowerCats Co., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).

EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2024 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of July 12, 2024 (the “Effective Date”) of Twin Vee PowerCats Co., a Delaware corporation, with its principal place of business located at 3101 S. US-1, Ft. Pierce, Florida 34982 (the “Company”), is entered into by and between Karl Zimmer, whose work address is 3101 S. US-1, Ft. Pierce, Florida 34982 (“Executive”), and the Company. Except as otherwise defined herein, capitalized terms and phrases shall have the meaning described thereto in Section 13 of this Agreement.

FORM OF FORZA X1, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 17th, 2022 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Delaware

This Indemnification Agreement (the “Agreement”) is made as of [____], 2022, by and between Forza X1, Inc., a Delaware corporation (the “Company”), and [____] (“Indemnitee”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • August 17th, 2022 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Delaware

THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is dated August 16, 2022 by and between Forza X1, Inc. (“Forza”) and Twin Vee PowerCats Co. (“Twin Vee” and, together with Forza, the “Parties” and, each of them individually, the “Party”).

VIA HAND DELIVERY November 30, 2024 Personal and Confidential
Separation Agreement • December 5th, 2024 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Florida

This letter follows up our discussion concerning your resignation of your position with Twin Vee Powercats Co. (the “Company”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in your current employment agreement with the Company.

JOINT FILING AGREEMENT
Joint Filing Agreement • June 30th, 2023 • Twin Vee PowerCats, Co. • Ship & boat building & repairing

JOINT FILING AGREEMENT, dated as of the 29th day of June, 2023, by and between Twin Vee PowerCats Co. and Joseph C. Visconti (together, the “Joint Filers”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG FORZA XI, INC., TWIN VEE POWERCATS CO., and TWIN VEE MERGER SUB, INC. Dated as of August 12, 2024
Merger Agreement • August 12th, 2024 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 12, 2024, by and among FORZA XI, INC., a Delaware corporation (“Forza”), TWIN VEE POWERCATS CO., a Delaware corporation (the “Company” or “Twin Vee”) and TWIN VEE MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION OF TWIN VEE AND FORZA
Merger Agreement • November 26th, 2024 • Twin Vee PowerCats, Co. • Ship & boat building & repairing

On November 26, 2024, pursuant to the terms of the Agreement and Plan of Merger, dated as of August 12, 2024 (the “Merger Agreement”), by and between Twin Vee PowerCats Co., a Delaware corporation (the “Company” or “Twin Vee”), Twin Vee Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Twin Vee (“Merger Sub”), and Forza X1, Inc., a Delaware corporation (“Forza”), Merger Sub was merged with and into Forza (the “Merger”), with Forza surviving the Merger as a wholly-owned subsidiary of Twin Vee.

CONSULTING AGREEMENT
Consulting Agreement • December 5th, 2024 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Florida

This Consulting Agreement (this “Agreement”) is made by and between Twin Vee Powercats Co. (the “Company”) and Zimmer Consultants, LLC (“Consultant”) effective December 1, 2024 (the “Effective Date”).

INVENTORY FINANCING AGREEMENT
Inventory Financing Agreement • June 2nd, 2021 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Illinois

This Inventory Financing Agreement (as from time to time amended and together with any Transaction Statements. as hereinafter defined, “Agreement”) is between GE Commercial Distribution Finance Corporation (“CDF’’), with its chief executive office and principal place of business at 5595 Trillium Boulevard, Hoffman Estates, Illinois 60192 and Twin Vee Catamarans, Inc, a FL corporation (“Dealer”).

AGREEMENT AND PLAN OF MERGER by and between TWIN VEE POWERCATS CO. and TWIN VEE POWERCATS, INC. Dated as of September 8, 2022
Merger Agreement • September 9th, 2022 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of September 8, 2022, by and between TWIN VEE POWERCATS CO., a Delaware corporation (“Twin Vee Co.”), and TWIN VEE POWERCATS, INC., a Florida corporation (the “Twin Vee Inc.”).

JOINT FILING AGREEMENT
Joint Filing Agreement • February 10th, 2023 • Twin Vee PowerCats, Co. • Ship & boat building & repairing

JOINT FILING AGREEMENT, dated as of the 10th day of February, 2023, by and between Twin Vee PowerCats Co. and Joseph C. Visconti (together, the “Joint Filers”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 22nd, 2022 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • New York

This Amendment, dated August 22, 2022 (the “Effective Date”) (this “Amendment”), to the Employment Agreement, dated October 1, 2021 (the “Agreement”), is entered into by and between Twin Vee PowerCats Co. (the “Company”) and Carrie Gunnerson (the “Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • October 21st, 2022 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Florida

This Amendment No. 1 (this “Amendment”) dated as of October 20, 2022 (the “Effective Date”) amends the Employment Agreement, effective as of July 23, 2021 (the “Agreement”) by and between Twin Vee PowerCats Co. (the “Corporation”) and Joseph Visconti (“Executvie”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 2nd, 2024 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Florida

This Amendment (this “Amendment”) dated as of June 27, 2024 (the “Effective Date”) amends the Employment Agreement, effective as of July 23, 2021 (the “Agreement”) by and between Twin Vee PowerCats Co. (the “Corporation”) and Preston Yarborough (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.

COMMERCIAL LEASE AGREEMENT (WITH OPTION TO PURCHASE)
Commercial Lease Agreement • May 9th, 2023 • Twin Vee PowerCats, Co. • Ship & boat building & repairing

This LEASE AGREEMENT (the “Lease”), made and entered into as of the 5th day of MAY, 2023 by and between EBBTIDE CORPORATION, a Tennessee corporation with a principal office located at 2545 Jones Creek Road, White Bluff, Dickson County, Tennessee 37187 (the “Lessor” or “Owner”), and AquaSport Co., a Florida corporation with a principal office located at 3101 S US-1, Fort Pierce, St. Lucie County, Florida 34982 (the “Lessee”). Lessee’s payment and performance of the Lease is guaranteed by its owner and parent corporation, TWIN VEE POWERCATS CO., a Delaware corporation (“Guarantor”).

FORZA X1 AND ONEWATER AGREEMENT
Forza X1 and Onewater Agreement • August 18th, 2022 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Florida

This Forza X1 and OneWater Agreement (“Agreement”) is entered into by and between Forza X1, Inc., a Delaware corporation, whose mailing address is 3101 S-US 1, Fort Pierce, FL 34982 (“Forza”) and OneWater Marine, Inc., a Delaware corporation, whose mailing is 6275 Lanier Islands Parkway, Buford, GA 30518 (“OneWater”), effective as of August 17, 2022 (the “Effective Date”). Forza or OneWater may be collectively referred to as the “Parties” or individually as a “Party”

REPURCHASE AGREEMENT
Repurchase Agreement • June 2nd, 2021 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Georgia

This Repurchase Agreement (this “Agreement”) is dated as of May 18, 2016 among Twin Vee Powercats, Inc., a Delaware corporation (“TVP”), Twin Vee Catamarans, Inc, a Florida corporation (“TVC” and together with TVP, individually and collectively, the “Company”) and Northpoint Commercial Finance LLC, a Delaware limited liability company (“Northpoint Commercial Finance”).

SUPPORT AGREEMENT
Support Agreement • September 9th, 2022 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Delaware

This SUPPORT AGREEMENT (this “Agreement”), is made as of September 6, 2022, by and between Twin Vee PowerCats Co., a Delaware corporation (“Twin Vee Co.”) and the Person set forth on Schedule A hereto (the “Stockholder”).

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