UNDERWRITING AGREEMENT SONDORS INC. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 7th, 2023 • SONDORS Inc. • Motorcycles, bicycles & parts • New York
SONDORS Inc., a Delaware corporation (the “Company”), proposes to issue and sell to A.G.P./Alliance Global Partners (the “Underwriter”) an aggregate of [●] shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional [●] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
COMMON STOCK PURCHASE WARRANT SONDORS iNC.Common Stock Purchase Warrant • October 11th, 2022 • SONDORS Inc. • Motorcycles, bicycles & parts
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Falcon Capital Partners Limited 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 initial exercise date set forth above (the “Initial Exercise Date”) 1 and on or prior to 5:00 p.m. (New York City time) on the fifth (5th) anniversary of the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from SONDORS Inc., a Delaware corporation (the “Company”), up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”)2 of Common Stock; provided, however, that in the event the Company fails to close its Proposed IPO by April 30, 2023, this Warrant shall terminate and shall be of no further force or effect. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2
COMMON STOCK PURCHASE WARRANT SONDORS iNC.Common Stock Purchase Warrant • October 11th, 2022 • SONDORS Inc. • Motorcycles, bicycles & parts
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 initial exercise date set forth above (the “Initial Exercise Date”) 1 and on or prior to 5:00 p.m. (New York City time) on the fifth (5th) anniversary of the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from SONDORS Inc., a Delaware corporation (the “Company”), up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”)2 of Common Stock; provided, however, that in the event the Company fails to close its Proposed IPO by April 30, 2023, this Warrant shall terminate and shall be of no further force or effect. 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 11th, 2022 • SONDORS Inc. • Motorcycles, bicycles & parts • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of [●], 2022, is made by and between SONDORS Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 11th, 2022 • SONDORS Inc. • Motorcycles, bicycles & parts • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of October 1, 2022 (the “Effective Date”), by and between Jeremy Snyder (the “Executive”) and SONDORS Inc., a Delaware corporation (the “Company”).
COSTCO WHOLESALE BASIC SUPPLIER AGREEMENT United States and its Territories (2019) Dept.: _______________Basic Supplier Agreement • October 11th, 2022 • SONDORS Inc. • Motorcycles, bicycles & parts • Washington
● The attached Costco Wholesale Standard Terms United States and its Territories (2019), as they may be amended in writing by Costco from time to time (“Standard Terms”), which amendments shall be posted on the Supplier portal or other location or method as specified by-Costco; and
Underwriter’s Warrant AgreementUnderwriter’s Warrant Agreement • February 7th, 2023 • SONDORS Inc. • Motorcycles, bicycles & parts • New York
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS WARRANT SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, AS HEREAFTER DEFINED. THIS WARRANT IS NOT EXERCISABLE AFTER [●], 2028.
EMPLOYMENT AGREEMENTEmployment Agreement • October 11th, 2022 • SONDORS Inc. • Motorcycles, bicycles & parts • California
It is the policy of SONDORS Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided:
Warehouse and Fulfillment AgreementWarehouse and Fulfillment Agreement • October 11th, 2022 • SONDORS Inc. • Motorcycles, bicycles & parts • California
This Warehouse and Fulfillment Agreement (this “Agreement”) dated August 4, 2022 (the “Effective Date”) is entered into by and between CIL Freight, Inc., (“CIL”), with a principal location at 14438 Don Julian Rd, City of Industry, CA 91746 (“Warehouse Operator”) and Sondors Inc., with a principal location at 23823 Malibu RD 50-129, Malibu, CA 90265 (“Customer”), and together with Warehouse Operator, the “Parties”, and each, a “Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2022 • SONDORS Inc. • Motorcycles, bicycles & parts • California
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • December 1st, 2022 • SONDORS Inc. • Motorcycles, bicycles & parts • New York
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS WARRANT SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, AS HEREAFTER DEFINED. THIS WARRANT IS NOT EXERCISABLE AFTER [●], 2027.
SECURITY AGREEMENTSecurity Agreement • October 11th, 2022 • SONDORS Inc. • Motorcycles, bicycles & parts • California
THIS SECURITY AGREEMENT (this “Agreement”), dated effective as of the Original Issue Date (as defined in the Notes) (the “Effective Date”), is made by and among SONDORS Inc., a Delaware corporation (the “Company”), each such Holder of Notes (as defined below) (each, a “Secured Party” and collectively, the “Secured Parties”) and Falcon Capital Partners Limited (the “Agent”).
JOINDER AND FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • January 6th, 2023 • SONDORS Inc. • Motorcycles, bicycles & parts • California
THIS JOINDER AND FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”), dated effective as of the Original Issue Date (as defined in the New Notes (as defined below)) (the “Effective Date”), is made by and among SONDORS Inc., a Delaware corporation (the “Company”), each such holder of New Notes (the “New Secured Parties”), and Falcon Capital Partners Limited (the “Agent”).
CONTRIBUTION AGREEMENTContribution Agreement • October 11th, 2022 • SONDORS Inc. • Motorcycles, bicycles & parts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered to be effective as of July 20, 2022 (the “Effective Date”), by and between STORM SONDORS, an individual having an office address at 23823 Malibu Road, Suite 50 #129, Malibu, CA 90265 (“Contributor”), and SONDORS Inc., a Delaware corporation having an office at 23823 Malibu Road, Suite 50 #129, Malibu, CA 90265 (the “Company”).
