Exhibit
10.1


 


ADDENDUM
TO SECURITIES PURCHASE AGREEMENT


 


Reference
is made to that certain Securities Purchase Agreement, dated as of July 21, 2020 (the “Securities Purchase Agreement”),
by and among AYRO, Inc. (the “Company”) and the purchasers (the “Purchasers”) identified
on the signature pages thereto. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed
to such terms in the Securities Purchase Agreement.


 


RECITALS


 


A.
Pursuant to Section 2.4 of the Securities Purchase Agreement, each Purchaser has the right to purchase its Additional Shares at
a price per share equal to the Per Share Purchase Price.


 


B.
The Company desires to extend the term of each Purchaser’s option to purchase Additional Shares to October 19, 2021.


 


The
Company hereby provides the following addendum (this “Addendum”) to the Securities Purchase Agreement for the
benefit of each Purchaser:


 


	 	1.	Amendment.
        Section 2.4 of the Securities Purchase Agreement is hereby amended and restated as follows:

         

        2.4
        Additional Investment Right. Each Purchaser, shall have the right, but not the obligation, to purchase up to the
        full amount of its Additional Shares at a price per share equal to the Per Share Purchase Price (the aggregate amount
        payable for the Additional Shares, the “Additional Subscription Amount”) by delivering a written notice to
        the Company by not later than 5:00 p.m. (New York City, New York time) on October 19, 2021 (an “Exercise Notice”).
        Upon receipt of an Exercise Notice from any Purchaser, the Company agrees to sell to such Purchaser its Additional Shares.
        The closing of any purchase and sale of Additional Shares (an “Additional Closing”), shall be not later than
        2 Trading Days following the receipt of an Exercise Notice from such Purchaser. Such Purchaser’s Additional Subscription
        Amount shall be made available for “Delivery Versus Payment” settlement with the Company or its designees
        on the applicable Additional Closing Date. On the applicable Additional Closing Date, the Company shall deliver to such
        Purchaser its Additional Shares via DWAC and such Purchaser shall deliver the Additional Subscription Amount by wire transfer
        of immediately available funds. Each Additional Closing shall be subject to the satisfaction of the conditions set forth
        in Sections 2.3(a)(i), 2.3(a)(ii), 2.3(b)(i), 2.3(b)(ii), 2.3(b)(iv) and 2.3(b)(v), in each case, replacing each reference
        to the “Closing Date” with the “applicable Additional Closing Date” and any reference to “Shares”
        in Article III shall be deemed to refer to the “Additional Shares.”



 


		2.	Waivers
                                         and Amendments. The terms of this Addendum may be waived or amended with the written
                                         consent of the Company and the Holder.



 


		3.	Governing
                                         Law. This Addendum shall be governed in all respects by and construed in accordance
                                         with the laws the State of New York, without any regard to conflicts of laws principles.



 


		4.	Successors
                                         and Assigns. The provisions hereof shall inure to the benefit of, and be binding
                                         upon, the successors, assigns, heirs, executors and administrators of the parties to
                                         this Addendum.



 


[Signature
page follows]


 






    	 



     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Addendum as of the 16th day of October, 2020.


 


	 	AYRO, INC.
	 	 
	 	By: 	/s/
    Rodney C. Keller
	 	Name:	Rodney
C. Keller
	 	Title:	Chief Executive Officer