SUBSCRIPTION AGREEMENTSubscription Agreement • August 28th, 2015 • Elio Motors, Inc. • Arizona
The securities offered hereby are highly speculative. Investing in shares of Elio Motors, Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 2015 • Elio Motors, Inc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March __, 2015, among Elio Motors, Inc., an Arizona corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Holder” and, collectively, the “Holders”).
LOAN AND SECURITY AGREEMENT by and between GEMCAP LENDING I, LLC as Lender and ELIO MOTORS, INC. as Borrower Dated: February 28, 2013Loan and Security Agreement • August 28th, 2015 • Elio Motors, Inc. • California
LOAN AND SECURITY AGREEMENT, dated as of February 28, 2013, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and GEMCAP LENDING I, LLC, a Delaware limited liability company with offices at 24955 Pacific Coast Highway, Suite A202, Malibu, CA 90265 (together with its successors and assigns, the “Lender”).
CONVERTIBLE SUBORDINATED SECURED NOTE DUE SEPTEMBER 30, 2022Elio Motors, Inc. • August 28th, 2015 • Arizona
THIS CONVERTIBLE SUBORDINATED SECURED NOTE is one of a series of duly authorized and validly issued Convertible Subordinated Secured Notes of Elio Motors, Inc., an Arizona corporation (the “Company”), having its principal place of business at 2942 North 24th Street, Suite 114-700, Phoenix, Arizona 85016, designated as its Convertible Subordinated Secured Note due September 30, 2022 (this note, the “Note” and, collectively with the other such series of Notes, the “Notes”).
OPTION AGREEMENTOption Agreement • August 28th, 2015 • Elio Motors, Inc.
This Option Agreement (this “Agreement”) is entered into effective as of the 29th day of June, 2015, by and between ELIO MOTORS, INC., an Arizona corporation (the “Company”) and STUART LICHTER (“Optionee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 28th, 2015 • Elio Motors, Inc. • Arizona
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this “Security Agreement”) is entered into as of _______ __, 2015, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and _________________, in its capacity as collateral agent (the “Collateral Agent”) for the holders (the “Holders”) of the Notes (as defined herein) issued by Borrower.
ContractElio Motors, Inc. • August 28th, 2015
CONTINUING GUARANTEEContinuing Guarantee • August 28th, 2015 • Elio Motors, Inc. • California
THIS CONTINUING GUARANTEE (this “Guarantee”) is executed by the undersigned (hereinafter called “Guarantor”) in favor of GemCap Lending I, LLC (hereinafter called “Lender”), with a principal place of business at 24955 Pacific Coast Highway, Suite A202, Malibu, CA 90265, with respect to the Indebtedness (defined herein) of Elio Motors, Inc., an Arizona corporation (hereinafter called “Borrower”).
SECURITY AGREEMENTSecurity Agreement • August 28th, 2015 • Elio Motors, Inc. • Louisiana
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of the 28 day of February, 2013, by and between ELIO MOTORS, INC. (“Debtor”), and REVITALIZING AUTO COMMUNITIES ENVIRONMENTAL RESPONSE TRUST (“Secured Party”).
FORBEARANCE AGREEMENTForbearance Agreement • August 28th, 2015 • Elio Motors, Inc. • California
THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of this 31st day of July, 2015 (the “Effective Date”), 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”).
Installment Payment Agreement IAV Automotive Engineering Inc. and Elio Motors, Inc.Installment Payment Agreement • August 28th, 2015 • Elio Motors, Inc. • Michigan
This Installment Payment Agreement (“Agreement”) is made this 13th day of March 2015 (“Effective Date”), by and between IAV Automotive Engineering Inc., a Michigan corporation doing business at 15620 Technology Drive, Northville, Michigan 48168 (“IAV”) and Elio Motors, Inc., an Arizona corporation doing business at 1855 E. Southern Ave., Ste. 204, Mesa, Arizona 85204. IAV and Elio may be referred to in this Agreement as a “Party” or collectively as the “Parties”.
ContractLease Agreement • August 28th, 2015 • Elio Motors, Inc. • Louisiana
FIRST AMENDMENT TO LEASELease • August 28th, 2015 • Elio Motors, Inc.
This First Amendment to Lease (“First Amendment”), is entered into as of the 31st day of July 2015, by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”).
PROMISSORY NOTE AND SECURITY AGREEMENTPromissory Note and Security Agreement • August 28th, 2015 • Elio Motors, Inc. • Michigan
This Promissory Note and Security Agreement (the “Agreement”), dated as of this 5th day of December 2014, is made by and between Elio Motors, Inc., an Arizona corporation (“Elio”), with an address at 1855 E. Southern Ave., Suite 204, Mesa, Arizona 85204 and IAV Automotive Engineering Inc. a Michigan corporation (“IAV”), with an address at 15620 Technology Drive, Northville, MI 48168, herein referred to as a Party or collectively as the Parties.
LOAN AND SECURITY AGREEMENT DATED FEBRUARY 28, 2013 (“LOAN AGREEMENT”), BETWEEN ELIO MOTORS, INC. AND GEMCAP LENDING I, LLC LOAN AGREEMENT SCHEDULELoan Agreement • August 28th, 2015 • Elio Motors, Inc.
Capitalized terms used in this Loan Agreement Schedule and not defined herein shall have the meanings set forth in the Loan Agreement.
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • August 28th, 2015 • Elio Motors, Inc. • Louisiana
THIS FIRST AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is executed effective as of this 17th day of March, 2015 (the “Effective Date”), by and between ELIO MOTORS, INC. (“Maker”) and REVITALIZING AUTO COMMUNITIES ENVIRONMENTAL RESPONSE TRUST (“Holder”).
FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE (TERM LOAN)Elio Motors, Inc. • August 28th, 2015 • California
FOR VALUE RECEIVED, the undersigned ELIO MOTORS, INC., an Arizona corporation with its principal place of business located at 102 W. El Caminito Drive, Phoenix, AZ 85021 and at 7600 General Motors Boulevard, Shreveport, LA ("Borrower"), hereby unconditionally promises to pay to the order of CH Capital Lending, LLC, a Delaware limited liability company with offices at c/o Fainsbert Mase Brown Gordon & Sussman LLP 11100 Santa Monica Boulevard – Suite 870 Los Angeles, CA 90025 (together with its successors, transferees and assigns, “Lender”), on or before the Maturity Date, the principal sum of Nine Million Eight Hundred Fifty Thousand Dollars ($9,850,000) in accordance with the terms of this Fourth Amended and Restated Secured Promissory Note (Term Loan) (this “Note”). This Note is issued pursuant to that certain Loan and Security Agreement, dated February 28, 2013 (as amended from time to time, the “Loan Agreement”), entered into by and between Borrower and GemCap Lending I, LLC, a Dela
FIRST AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • August 28th, 2015 • Elio Motors, Inc.
This First Amendment to Secured Promissory Note (“First Amendment”) is entered into as of July 20, 2015, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and STUART LICHTER, an individual (“Lender”).
