SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2023 • Canoo Inc. • Motor vehicle parts & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2023, between Canoo, 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”).
ContractPlacement Agency Agreement • February 6th, 2023 • Canoo Inc. • Motor vehicle parts & accessories • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Canoo Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.0001 per share (“Common Stock”) and (ii) warrants to purchase Common Stock (the “Common Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Common Stock issuable upon the exercise of the Warrants shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-2
PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK CANOO INC.Purchase Warrant Agreement • February 6th, 2023 • Canoo Inc. • Motor vehicle parts & accessories
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, A.G.P./ALLIANCE GLOBAL PARTNERS 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 August 5, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 6, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from CANOO INC., a Delaware corporation (the “Company”), up to Two Million (2,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (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). This Warrant was issued pursuant to Section 3 of that certain Placement Agency Agreement, dated as of February 5, 2023, by and between the Co
