REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Purchase Agreement").
FORM OF AMENDED AND RESTATED WARRANT]Warrant Agreement • May 22nd, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on August 24, 2027 (the "Termination Date") but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the "Company"), up to [•] shares1 (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AEGIS CAPITAL CORP.Placement Agent Agreement • May 22nd, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Volcon, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of Convertible Debt (the “Securities”). This engagement letter sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank. Each of Aegis and the Company are referred to herein as a “Party” and collectively as the “Parties.”
FORM OF SENIOR CONVERTIBLE NOTE]Senior Convertible Note • May 22nd, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), [•], A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). [•] MAY BE REACHED AT TELEPHONE NUMBER [•].
FORM OF WARRANT]Warrant Agreement • May 22nd, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on August 24, 2027 (the "Termination Date") but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the "Company"), up to [•] shares1 (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock; provided the Holder shall be only entitled to exercise this Warrant for [•]%2 of the total Warrant Shares before the Authorized Stockholder Approval Date (as defined in the Purchase Agreement) (such number of shares, the “Pre- Stockholder Approval Date Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section
SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • May 22nd, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
This Securities Purchase and Exchange Agreement (this "Agreement") is dated as of May 19, 2023, between Volcon, Inc., a Delaware corporation (the "Company") and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers")).
