0001493152-20-010091 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 29th, 2020 • DropCar, Inc. • Communications services, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [_________ __, 2020, between DropCar, Inc., a Delaware corporation (the “Company”), and each of the several holders of Registrable Securities (as defined herein) signatory hereto (each such purchaser, a “Holder” and, collectively, the “Holders”).

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AYRO, INC. LONG-TERM INCENTIVE PLAN
Incentive Stock Option Agreement • May 29th, 2020 • DropCar, Inc. • Communications services, nec • Delaware
RESTRICTED STOCK UNIT AWARD AGREEMENT AYRO, INC.
Restricted Stock Unit Award Agreement • May 29th, 2020 • DropCar, Inc. • Communications services, nec • Delaware
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 29th, 2020 • DropCar, Inc. • Communications services, nec • Texas

This Amended and Restated Executive Employment Agreement (the “Agreement”), is made and entered into this 28th day of May, 2020 (the “Effective Date”), by and between DropCar, Inc. (the “Company”), and Rodney Keller (“Executive”).

AMENDMENT #1 to the SECURED PROMISSORY NOTE
Secured Promissory Note • May 29th, 2020 • DropCar, Inc. • Communications services, nec

AYRO, Inc., a Delaware corporation (the “Maker”) and Mark E. Adams, an individual (“Payee”) hereby agree to amending the following terms of the Secured Promissory Note (the “Note”) signed between the parties with an effective date of October 14, 2019.

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 29th, 2020 • DropCar, Inc. • Communications services, nec

This Amendment No. 1, dated as of May 28, 2020, is among DropCar, Inc., a Delaware corporation (“Parent”), DropCar Operating Company, Inc., a Delaware corporation (“Seller”), DC Partners Acquisition, LLC, a New York limited liability company (“Buyer”), Spencer Richardson, an individual (“Richardson”), and David Newman, an individual (“Newman”).

NONQUALIFIED STOCK OPTION AGREEMENT AYRO, INC. LONG-TERM INCENTIVE PLAN
Nonqualified Stock Option Agreement • May 29th, 2020 • DropCar, Inc. • Communications services, nec • Delaware
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 29th, 2020 • DropCar, Inc. • Communications services, nec

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is entered into as of May 28, 2020 (the “Effective Date”), by and between Curtis Smith (the “Executive”) and AYRO, Inc. (formerly Austin EV, Inc.) (the “Company”) for the purpose of amending that certain Employment Agreement, dated as of March 8, 2018, by and between the Executive and the Company (the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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