AGREEMENT AND PLAN OF MERGER dated as of October 23, 2024 by and among NXU, INC., Nxu Merger Sub, Inc., Nxu Merger Sub, LLCMerger Agreement • October 24th, 2024 • Nxu, Inc. • Truck & bus bodies • Delaware
FORM OF Amendment To Employment Agreement For [________]Employment Agreement • October 24th, 2024 • Nxu, Inc. • Truck & bus bodies
Voting Agreement and irrevocable proxy Dated October 23, 2024Voting Agreement and Irrevocable Proxy • October 24th, 2024 • Nxu, Inc. • Truck & bus bodies • Delaware
This Voting Agreement and Irrevocable Proxy (this “Agreement”) is entered into as of the date set forth above by and between the Stockholder set forth on the signature pages hereof (the “Holder”) and Nxu, Inc., a Delaware corporation (the “Corporation”).
FORM OF COMPANY LOCK-UP AGREEMENTCompany Lock-Up Agreement • October 24th, 2024 • Nxu, Inc. • Truck & bus bodies
THIS COMPANY LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October [●], 2024 between [●], a [●] (the “Stockholder”) and [Verde Bioresins, Corp.], a Delaware corporation (the “Company”). The Stockholder and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ACQUIROR SUPPORT AGREEMENTAcquiror Support Agreement • October 24th, 2024 • Nxu, Inc. • Truck & bus bodies
This Acquiror Support Agreement (this “Support Agreement”) is dated as of October 23, 2024, by and among, Mark Hanchett (“Hanchett”), Annie Pratt (“Pratt”, and together with Hanchett, the “Stockholders”), NXU, Inc., a Delaware corporation (“NXU”), and Verde Bioresins, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
FORM OF BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • October 24th, 2024 • Nxu, Inc. • Truck & bus bodies • Arizona
THIS BOARD OF DIRECTORS AGREEMENT (“Agreement”) is made and entered into as of October 23, 2024 (the “Effective Date”), by and between NXU, Inc., a Delaware corporation (the “Company”) with its principal place of business located at 1828 N. Higley Rd # 116, Mesa, AZ 85205 and [______], an individual (“Director”).
Amendment To RESTRICTED STOCK UNIT award AGREEMENtRestricted Stock Unit Award Agreement • October 24th, 2024 • Nxu, Inc. • Truck & bus bodies
This Amendment by and between Caryn Nightengale (“Director”) and NXU, Inc. (the “Company”) is effective as of October 23, 2024 (the “Amendment Date”). Director and the Company are parties to the Nxu Inc. Restricted Stock Unit Award Agreement that granted Director restricted stock units (“RSUs”) equal to $35,000 per quarter beginning with the second calendar quarter of 2023 until the 2024 annual shareholder meeting, subject to the terms and conditions set forth in the Restricted Stock Unit Award Agreement (the “RSU Award Agreement”). By this instrument, the Company and the Director desire to amend the RSU Award Agreement as set forth below.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • October 24th, 2024 • Nxu, Inc. • Truck & bus bodies
This Company Support Agreement (this “Support Agreement”) is dated as of October 23, 2024, by and among Humanitario Capital LLC, a Puerto Rico limited liability company (the “Stockholder”), NXU, Inc., a Delaware corporation prior (“Acquiror”), and Verde Bioresins, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
