ContractPurchase Warrant Agreement • November 8th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE ”EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE ”OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 8th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies
THIS WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of November [•], 2023, is between Volcon, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
Underwriting AgreementUnderwriting Agreement • November 8th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
Volcon, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) (i) an aggregate of [•] common units (“Common Units”), each consisting of one share of common stock (the “Firm Shares”), par value $0.00001 per share, of the Company (the “Common Stock”), 0.35 of a series A warrant to purchase one share of Common Stock (“Series A Warrants”) and 0.35 of a series B warrant (“Series B Warrants”) to purchase one share of Common Stock (collectively, the “Warrants”) and/or (ii) an aggregate of [•] pre-funded units (“Pre-funded Units”) consisting of one pre-funded warrant to purchase one share of Common Stock (the “Pre-funded Warrants”), 0.35 of a Series A Warrant and 0.35 of a Series B Warrant. The Common Units and Pre-funded Units to be sold by the Company to the Underwriter are called the “Firm Securities.” At the option of the Underwriter, the Company agrees, su
SERIES A][SERIES B] COMMON SHARE PURCHASE WARRANT VOLCON, INC.Common Share Purchase Warrant • November 8th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York
THIS [SERIES A][SERIES B] COMMON SHARE 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 [●], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Volcon, Inc., a Delaware corporation (the “Company”), up to [●] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive
