EF HUTTON ACQUISITION CORPORATION I UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2022 • EF Hutton Acquisition Corp I • Blank checks • New York
EF Hutton Acquisition Corporation I., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
FORM OF WARRANT AGREEMENTWarrant Agreement • August 18th, 2022 • EF Hutton Acquisition Corp I • Blank checks • New York
This Warrant Agreement (“Agreement”) is made as of [●], 2022 between EF Hutton Acquisition Corporation I, a Delaware corporation, with offices at 24 Shipyard Drive, Suite 102, Hingham, MA 02043 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SHIPYARD ACQUISITION CORPORATION II 24 Shipyard Drive, Suite 102 Hingham, MA 02043Securities Subscription Agreement • June 2nd, 2022 • EF Hutton Acquisition Corp I • Blank checks • New York
This agreement (the “Agreement”) is entered into as of March 4, 2021, by and between Sponsor, a Delaware limited liability company (the “Subscriber” or “you”), and Shipyard Acquisition Corporation II, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,450,000 shares of common stock, $0.0001 par value per share (the “Shares”), up to 450,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 12th, 2024 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 9, 2024, is by and among ECD Automotive Design, Inc. (f/k/a EF Hutton Acquisition Corporation I), a Delaware corporation with offices located at 4390 Industrial Lane, Kissimmee, FL 34758 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2023 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2023 is by and among EF Hutton Acquisition Corporation I, a Delaware corporation with offices located at 24 Shipyard Drive, Suite 102, Hingham, MA 02043 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • December 18th, 2023 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of October 6, 2023, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
GUARANTYGuaranty • December 18th, 2023 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • New York
This GUARANTY, dated as of December 12, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Defender SPV LLC, a limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
EF Hutton Acquisition Corporation I FORM OF Indemnity AgreementIndemnification Agreement • August 18th, 2022 • EF Hutton Acquisition Corp I • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”) is made and entered into as of [●], 2022 between EF Hutton Acquisition Corporation I, a Delaware corporation (the “Company”), and each of the signatories to this Agreement (each an “Indemnitee”).
EF Hutton Acquisition Corporation I Indemnity AgreementIndemnity Agreement • June 2nd, 2022 • EF Hutton Acquisition Corp I • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”) is made and entered into as of [●], 2022 between EF Hutton Acquisition Corporation I, a Delaware corporation (the “Company”), and each of the signatories to this Agreement (each an “Indemnitee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • June 2nd, 2022 • EF Hutton Acquisition Corp I • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of [●], 2022, by and among EF Hutton Acquisition Corporation I, a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
MERGER AGREEMENT dated March 3, 2023 by and among Humble Imports Inc, as the Company, ECD Auto Design UK, Ltd., as the ECD UK Subsidiary, EF Hutton Acquisition Corporation I., as Parent, EFHAC Merger Sub, Inc., as Merger Sub, and Scott Wallace, as the...Merger Agreement • March 6th, 2023 • EF Hutton Acquisition Corp I • Blank checks • Delaware
This MERGER AGREEMENT dated as of March 3, 2023 (this “Agreement”), is by and among Humble Imports Inc, d/b/a E.C.D. Automotive Design, a Florida corporation (the “Company”), ECD Auto Design UK, Ltd., an England and Wales corporation. (the “ECD UK Subsidiary”), EF Hutton Acquisition Corporation I., a Delaware corporation (“Parent”), EFHAC Merger Sub, Inc., a Florida corporation (“Merger Sub”) and wholly-owned subsidiary of Parent, and Scott Wallace, solely in his capacity as representative, agent and attorney-in-fact of the Company Stockholders (the “Securityholder Representative”).
FORM OF RIGHTS AGREEMENTRights Agreement • August 18th, 2022 • EF Hutton Acquisition Corp I • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______________ __, 2022 between EF Hutton Acquisition Corporation I, a Delaware corporation, with offices at 24 Shipyard Drive, Suite 102, Hingham, MA 02043 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2024 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • Florida
This Employment Agreement (the “Agreement”) dated as of the 16th day of September, 2024 (the “Effective Date”), is between ECD AUTOMOTIVE DESIGN, INC. a Delaware corporation (the “Company”), and BENJAMIN PIGGOTT, an individual (the “Employee”). Each party to this Agreement may be referred to herein as a “Party” or “Parties” collectively.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 29th, 2022 • EF Hutton Acquisition Corp I • Blank checks • New York
This Agreement is made as of [●], 2022 by and between EF Hutton Acquisition Corporation I (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).
EF Hutton Acquisition Corporation IUnderwriting Agreement • July 29th, 2022 • EF Hutton Acquisition Corp I • Blank checks • New York
This letter agreement (the “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between EF Hutton Acquisition Corporation I, a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as the representative (“Representative”) of the underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of up to 10,000,000 of the Company’s units (or 11,500,000 units if the underwriters’ over-allotment option is exercised in full) (the “Units”), each comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), one redeemable warrant, with each warrant being exercisable to purchase one share of Common Stock at a price of $11.50 per full share (“Warrant”), and one right entitling the holder to receive 1/8 of one share of Common Stock upon the consummation of the Company’s ini
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2023 • EF Hutton Acquisition Corp I • Motor vehicles & passenger car bodies • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 6, 2023, is by and among EF Hutton Acquisition Corporation I, a Delaware corporation with offices located at 24 Shipyard Drive, Suite 102, Hingham, MA 02043 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
OUTSIDE THE BOX CAPITAL INC.Marketing Services Agreement • June 27th, 2024 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • Ontario
Outside The Box Capital Inc. (“Outside The Box Capital”) is pleased to provide marketing and distribution services to ECD Automotive Design, Inc. (the “Company”), as more fully described in this letter agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages Outside The Box Capital to provide such services.
LOCK-UP AGREEMENTLock-Up Agreement • December 18th, 2023 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of December 12, 2023, by and among the undersigned (the “Holder”) and EF Hutton Acquisition Corporation I, a Delaware corporation (“SPAC”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 18th, 2023 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • New York
THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) effective as of 12th day of December 2023, is made and entered into by and among EF Hutton Acquisition Corporation I, a Delaware corporation (“Parent”) and each of the undersigned parties, whose name and address is set forth on Exhibit A attached hereto, that are the Pre-IPO Investors (as defined below), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (together with the Pre-IPO Investors, the “Investors”).
FORM OF INVESTMENT AGREEMENTInvestment Agreement • August 18th, 2022 • EF Hutton Acquisition Corp I • Blank checks • New York
This Investment Agreement (this “Agreement”), dated as of [●] [____], 2022, is by and among (i) EF Hutton Acquisition Corporation I, a Delaware Corporation (the “SPAC”), (ii) EF Hutton Partners, LLC, a Delaware limited liability company, (the “Sponsor”), SHR Ventures, LLC (“SHR Ventures”), Paul Hodge, Jr., and Kevin M. Bush (together with the Sponsor, the “Transferors”) and (iii) [●] (the “Investor”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • December 18th, 2023 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • Florida
This RESTRICTIVE COVENANT AGREEMENT (“Agreement”) is made as of December 12, 2023, with effect as of the Effective Time, by and among EF Hutton Acquisition Corporation I., a Delaware corporation (“EFHT” or “Buyer”), Humble Imports Inc., a Florida corporation (“ECD”), and ___________ (“Stockholder,” together with EFHT and the Company, the “Parties” and, each, a “Party”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 12th, 2024 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • England and Wales
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of June 7, 2023 (the “Effective Date”), by and among EMILY JAYNE HUMBLE of 141 Eastpark Drive, Celebration, Florida 34747 (the “Seller”), ECD AUTO DESIGN UK, LTD., incorporated and registered in England and Wales with company number 13515056 whose registered office is at C/O Hr Chartered Accountants, 222 Branston Road, Burton On Trent, England, DE14 3BT (the “Company”), and HUMBLE IMPORTS INC d/b/a ECD Auto Design, a Florida, USA corporation with company number P13000020892 whose registered office is at C/O CPA Solutions Inc, 3801 Avalon Park East Blvd, Suite 350A, Orlando, Florida, United States, 32828 (the “Buyer”). Each party to this Agreement may be referred to herein as a “Party” or “Parties” collectively.
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • October 17th, 2023 • EF Hutton Acquisition Corp I • Motor vehicles & passenger car bodies • Delaware
This First Amendment to Merger Agreement (this “Amendment”), dated as of October 14, 2023 is entered into by and among Humble Imports Inc, d/b/a ECD Auto Design, a Florida corporation (the “Company”), ECD Auto Design UK, Ltd., an England and Wales corporation (the “ECD UK Subsidiary”), EF Hutton Acquisition Corporation I, a Delaware corporation (“Parent”), EFHAC Merger Sub, Inc., a Florida corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Scott Wallace, solely in his capacity as representative, agent and attorney-in-fact of the Company Stockholders (the “Securityholder Representative”). The Company, the ECD UK Subsidiary, Parent, Merger Sub and the Securityholder Representative may each be individually referred to as a “Party” and collectively, as the “Parties.”
ECD Automotive Design, Inc. Kissimmee, Florida 34758Securities Subscription Agreement • January 16th, 2024 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • New York
This securities subscription agreement (the “Agreement”) is entered into as of January 10, 2024, by and between Benjamin Piggott (the “Subscriber” or “you”), and ECD Automotive Design, Inc., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 25,000 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”) of the Company, in a private transaction.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 2nd, 2022 • EF Hutton Acquisition Corp I • Blank checks • Delaware
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of __________ ___, 2022, as it may from time to time be amended, this “Agreement”), is entered into by and among EF Hutton Acquisition Corporation I, a Delaware corporation (the “Company” and, ______________________, a resident of __________ (“Purchaser”).
IP ASSIGNMENT AGREEMENTIp Assignment Agreement • April 30th, 2024 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies
This IP Assignment Agreement (“Agreement”) for certain intellectual property is made and entered into by BNMC Continuation Cars LLC, d/b/a Brand New Muscle Car, an Oklahoma limited liability company (“BNMC”), and David W. Miller II, an individual (“Miller”)(BNMC and Miller collectively referred to herein as “Assignors”), and ECD Automotive Design, Inc., a Delaware corporation (“Assignee”) and is dated and effective as of April 24th, 2024 (“Effective Date”).
FORM OF COMMON STOCK PURCHASE WARRANT ECD AUTOMOTIVE DESIGN, INC.Warrant Agreement • August 12th, 2024 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Theodore Duncan or his 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 Issue Date and on or prior to 5:00 p.m. (New York City time) on August 8, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ECD Automotive Design, Inc., a Delaware corporation (the “Company”), up to 100,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). 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).
TRADEMARK AND IP LICENSE AGREEMENTTrademark and Ip License Agreement • April 30th, 2024 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies
This Trademark and IP License Agreement (“Agreement”) is made as of April 24th, 2024 (“Effective Date”), by and among ECD Automotive Design, Inc., a Delaware corporation (“Licensor”), and BNMC Continuation Cars LLC, an Oklahoma limited liability company and David W. Miller II, an individual at 11063-D S. Memorial Drive, Ste. 458, Tulsa, Oklahoma 74133 (collectively, “Licensee”). Licensor and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties”.
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • March 6th, 2023 • EF Hutton Acquisition Corp I • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of March 3, 2023 (this “Support Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Humble Imports Inc, d/b/a ECD Auto Design, a Florida corporation (the “Company”), and EF Hutton Acquisition Corporation I, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
EF HUTTON ACQUISITION CORPORATION ILock-Up Agreement • December 18th, 2023 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies
This Lock-Up Agreement is being delivered to you in connection with that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of October 6, 2023, by and among EF Hutton Acquisition Corporation I, a Delaware corporation (the “Company”) and the investors party thereto (the “Buyers”), pursuant to which the Company is issuing to the Buyers certain senior secured convertible notes (the “Notes”), which are convertible into shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”). Capitalized terms not defined herein shall have the meaning as set forth in the Purchase Agreement.
AMENDED SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated September 8, 2022Satisfaction and Discharge of Indebtedness • December 13th, 2023 • EF Hutton Acquisition Corp I • Motor vehicles & passenger car bodies
This Amended Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of December 11, 2023, by and between EF Hutton Acquisition Corporation I, a Delaware corporation (the “Company”), Humble Imports, Inc. (d/b/a/ ECD Auto Design) (“ECD”), and EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC”) (“EF Hutton”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2024 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • Florida
This EMPLOYMENT AGREEMENT (the “Agreement”) dated as of the 9th day of December, 2024 (the “Effective Date”), is between HUMBLE IMPORTS INC d/b/a ECD AUTO DESIGN, a Florida corporation (the “Company”), and KEVIN KASTNER, an individual (the “Employee”). Each party to this Agreement may be referred to herein as a “Party” or “Parties” collectively.
LOCK-UP AGREEMENTLock-Up Agreement • December 18th, 2023 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of December 12, 2023, by and among the undersigned (the “Holder”) and EF Hutton Acquisition Corporation I, a Delaware corporation (“SPAC”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 18th, 2023 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, modified, supplemented, renewed, restated or replaced from time to time, this “IP Security Agreement”), dated December 12, 2023, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Defender SPV LLC, in its capacity as collateral agent (the “Collateral Agent”) for the Noteholders. All capitalized terms not otherwise defined herein shall have the meanings respectively ascribed thereto in the Security Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 12th, 2024 • ECD Automotive Design, Inc. • Motor vehicles & passenger car bodies
The undersigned (the “Investor”) has agreed to purchase 1,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) and warrants (the “Warrants”) to purchase 100,000 shares of Common Stock at a price of $0.01 per share (the “Warrant Shares” and, together with the Closing Securities ( as defined below), the “Securities”), of ECD Automotive Design, Inc., a Delaware corporation (“ECD”) for an aggregate purchase price of $1,000,000. By executing this agreement (this “Subscription Agreement”), the Investor is agreeing to purchase an aggregate amount of 1,000,000 Shares and 100,000 Warrants (collectively the “Closing Securities”) for an aggregate subscription price of US$1,000,000 (the “Subscription Amount”).
