0001731122-24-001122 Sample Contracts

COMMON SHARE PURCHASE WARRANT VICINITY MOTOR CORP.
Security Agreement • July 18th, 2024 • Vicinity Motor Corp • Motor vehicles & passenger car bodies

THIS COMMON SHARE PURCHASE WARRANT (this “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 July 17, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Vicinity Motor Corp., a company incorporated under the laws of the Province of British Columbia (the “Company”), up to [______] common shares, without par value (the “Common Shares”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 18th, 2024 • Vicinity Motor Corp • Motor vehicles & passenger car bodies • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 16, 2024, between Vicinity Motor Corp., a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Vicinity Motor Corp.
Placement Agent Agreement • July 18th, 2024 • Vicinity Motor Corp • Motor vehicles & passenger car bodies • New York
AMENDMENT TO COMMON Share PURCHASE WARRANT
Common Share Purchase Warrant Amendment • July 18th, 2024 • Vicinity Motor Corp • Motor vehicles & passenger car bodies

This AMENDMENT TO COMMON SHARE PURCHASE WARRANT (this “Amendment”) is entered into as of July 16, 2024, by and between Vicinity Motor Corp., a company incorporated under the laws of the Province of British Columbia (the “Company”), and Armistice Capital Master Fund Ltd. (the “Holder”).

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