Exhibit
4.1


 


TERM
NOTE


 


	$7,500,000	July
    9, 2021


 





1.
FOR VALUE RECEIVED, the receipt and sufficiency of which are hereby acknowledged, EVmo, Inc.,
a Delaware corporation (“Borrower”), hereby promises to pay to ENERGY IMPACT CREDIT FUND I LP, a Delaware limited
partnership (“Lender”), up to SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000), or, if less, the outstanding
principal amount of the Term Loans made by Lender to Borrower pursuant to the Agreement (as defined below) and evidenced by this Term
Note, together with interest on the unpaid balance of such amount from the date of this Term Note. This Term Note is one of the Term
Notes issued under the Term Loan, Guarantee and Security Agreement dated as of July 9, 2021 (as amended, restated, supplemented or otherwise
modified from time to time, the “Agreement”) by and among Borrower, the other Credit Parties signatory thereto, Lender,
the other lenders from time to time party thereto and EICF AGENT LLC, a Delaware limited liability company, as agent for the lenders
(the “Agent”), to which a reference is made for a statement of all of the terms and conditions of the Term Loan evidenced
hereby. Capitalized terms not defined in this Term Note shall have the respective meanings assigned to them in the Agreement. This Term
Note is secured by the Collateral to the extent provided pursuant to the Loan Documents, and is entitled to the benefit of the rights
and security provided thereby.


 


2.
Interest on the outstanding principal balance under this Term Note is payable in the amounts set forth in the Agreement, including, if
applicable, the Default Rate (in each case calculated in the manner specified in the Agreement), in immediately available Dollars at
the time and in the manner specified in the Agreement. The outstanding principal and interest under this Term Note shall be immediately
due and payable on the Maturity Date, and prior to the Maturity Date, such outstanding principal and accrued interest shall be due and
payable in accordance with the Agreement.


 


3.
This Term Note may be voluntarily prepaid on the terms and conditions set forth in the Agreement. 


 


4.
Payments received by Lender shall be applied against principal and interest as provided for in the Agreement. Except as otherwise provided
for in this Term Note or the Agreement and to the fullest extent permitted by applicable law, Borrower waives: (a) presentment, demand
and protest, and notice of presentment, dishonor, intent to accelerate, protest, default, nonpayment, maturity, release, compromise,
settlement, extension or renewal of any or all of the Obligations, the Loan Documents or this Term Note; (b) all rights to notice and
a hearing prior to Agent’s or Lender’s taking possession or control of, or to Agent’s or Lender’s replevy, attachment
or levy upon, the Collateral or any bond or security that might be required by any court prior to allowing Agent or Lender to exercise
any of its remedies; and (c) the benefit of all valuation, appraisal and exemption laws.


 


5.
Borrower acknowledges that this Term Note is executed as part of a commercial transaction and that the proceeds of this Term Note will
not be used for any personal or consumer purpose.


 




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6.
Borrower agrees to pay to Lender all Fees and expenses described in the Agreement.


 


7.
Upon the occurrence and continuance of any one or more of the Events of Default specified in the Agreement, all amounts then remaining
unpaid on this Term Note shall become, or may be declared to be, immediately due and payable, all as provided in the Agreement.


 


8.
BORROWER ACKNOWLEDGES THAT SUCH BORROWER HAS WAIVED THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ON THIS TERM NOTE. THIS TERM
NOTE IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


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of Page Intentionally Left Blank]


 




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IN
WITNESS WHEREOF, intending to be legally bound, Borrower has caused this Term Note to be executed as of the date first written above.


 


	 	BORROWER:
	 	 
	 	EVMO,
    Inc.
	 	 	 
	 	By:	/s/ Stephen
    M. Sanchez
	 	Name:	Stephen
    M. Sanchez
	 	Title:	Chief
    Executive Officer


 


	 	By:	/s/ Ryan Saathoff
	 	Name:	Ryan
    Saathoff
	 	Title:	Chief
    Financial Officer


 


SIGNATURE
PAGE


TERM
NOTE


 




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