WARRANT AGREEMENT NEXTGEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 6, 2020Warrant Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 6, 2020, is by and between NextGen Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Xos, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _________________, 2021 and is between Xos, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
NextGen Acquisition CorporationUnderwriting Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between NextGen Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as the representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2021, is made and entered into by and among (i) Xos, Inc., a Delaware corporation (the “Company”) (formerly known as NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation); (ii) NextGen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and (iii) certain former stockholders of Xos Fleet, Inc. (formerly known as Xos, Inc.), a Delaware corporation (“Xos”) set forth on Schedule I hereto (the “Xos Holders” and, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
AGREEMENT AND PLAN OF MERGER by and among NextGen Acquisition Corporation, SKY MERGER SUB I, INC. and Xos, INC. dated as of February 21, 2021Merger Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • Delaware
This Agreement and Plan of Merger, dated as of February 21, 2021 (this “Agreement”), is made and entered into by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Xos, Inc., a Delaware corporation (the “Company”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 21, 2021, by and between NextGen Acquisition Corporation, a Cayman Islands exempted company (“NextGen”), and the undersigned subscriber (the “Investor”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • Delaware
This letter agreement (this “Letter Agreement”) is being delivered to Xos, Inc. (f/k/a NextGen Acquisition Corporation), a Delaware corporation (the “Company”), in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among the Company, Sky Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and [Legacy Xos] (f/k/a Xos, Inc.), a Delaware corporation (“Legacy Xos”), pursuant to which, among other things, Merger Sub will be merged with and into Legacy Xos on or about the date hereof (the “Merger”), with Legacy Xos surviving the Merger as a wholly owned subsidiary of the Company. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement.
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories
CONSENT TO SUBLEASE AGREEMENTConsent to Sublease Agreement • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • California
THIS CONSENT TO SUBLEASE AGREEMENT (this “Agreement”), is made as of this 5th day of February, 2021, by and among RIF V – Glendale Commerce Center, LLC, a California limited liability company (“Landlord”), R.R. Donnelley & Sons Company, a Delaware corporation (“Sublandlord”), and Xos, Inc., a Delaware corporation (“Subtenant”).
SUBLEASESublease • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • California
This Sublease (this “Sublease”), is entered by and between R.R. Donnelley & Sons Company, a Delaware corporation (“Sublessor”) and Xos, Inc., a Delaware corporation (“Sublessee”) and is acknowledged by RIF V – Glendale Commerce Center, LLC, a California limited liability company (“Master Lessor”) on February 2, 2021 but shall be of no force and effect unless and until the Sublease Commencement Date occurs.
