0001140361-18-027806 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • California

This REGISTRATION RIGHTS AGREEMENT, dated as of November 17, 2016 (the “Agreement”), is entered into by and among ELIO MOTORS, INC., an Arizona corporation (the “Company”), and SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company and its permitted assignees (the “Holder” or “Holders”).

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CONVERTIBLE UNSECURED NOTE
Elio Motors, Inc. • June 8th, 2018 • Motor vehicles & passenger car bodies • Arizona

THIS CONVERTIBLE UNSECURED NOTE is one of a series of duly authorized and validly issued Convertible Unsecured Notes of Elio Motors, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2942 North 24th Street, Suite 114-700, Phoenix, Arizona 85016, designated as its Convertible Unsecured Note (this note, the “Note” and, collectively with the other such series of Notes, the “Notes”).

AMENDED FORBEARANCE AGREEMENT
Amended Forbearance Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana

This Amended Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of January, 2018 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).

FORBEARANCE AGREEMENT
Trademark Security Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Louisiana

This Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of July, 2017 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”).

INDEMNIFICATION AGREEMENT ELIO MOTORS, INC.
Indemnification Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________, 2017 between ELIO MOTORS, INC., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).

THIRD AMENDMENT TO LEASE AGREEMENT
Lease Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies

This Third Amendment to Lease Agreement (“Third Amendment”), is entered into as of the 28th day of December 2017 (“Effective Date”), by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”).

FOURTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies

This Fourth Amendment to Lease Agreement (“Fourth Amendment”), is entered into as of the 30th day of April, 2018 (“Effective Date”), by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”).

SECOND AMENDMENT TO SECOND LOAN EXTENSION AGREEMENT
Second Loan Extension Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies

This Second Amendment to Second Loan Extension Agreement (“Second Amendment to SLEA”) is made as of this 30th day of April, 2018, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

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