Exhibit 10.2


 


CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE
IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS
BEEN REDACTED OR OMITTED.


 


WARRANT


 


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.


 


CANOO, INC.


 


Warrant To Purchase Common Stock


 


	Warrant No.: GOEV-1	Number of Shares:	29,604,783
	 	Warrant Exercise Price:	$1.15




 


Date of Issuance: December 31, 2022


 


CANOO, INC.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, YA II PN, Ltd. (the “Holder”), the registered holder hereof
or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant,
at any time or times on or after the date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as defined herein)
29,604,783 fully paid and nonassessable shares of Common Stock (as defined herein) of the Company (the “Warrant Shares”)
at the exercise price per share provided in Section 1(b) below or as subsequently adjusted; provided, however, that in
no event shall the holder be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares
which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder
and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise, except within sixty (60) days
of the Expiration Date (however, such restriction may be waived by Holder (but only as to itself and not to any other holder) upon not
less than 65 days prior notice to the Company). For purposes of the foregoing proviso, the aggregate number of shares of Common Stock
beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this
Warrant with respect to which the determination of such proviso is being made, but shall exclude shares of Common Stock which would be
issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the holder and its affiliates and (ii) exercise
or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the holder and its
affiliates (including, without limitation, any convertible notes or preferred stock) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes
of this Warrant, in determining the number of outstanding shares of Common Stock a holder may rely on the number of outstanding shares
of Common Stock as reflected in (1) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (2) a
more recent public announcement by the Company or (3) any other notice by the Company or its transfer agent setting forth the number
of shares of Common Stock outstanding. Upon the written request of any holder, the Company shall promptly, but in no event later than
one (1) Business Day following the receipt of such notice, confirm in writing to any such holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the exercise
of Warrants (as defined below) by such holder and its affiliates since the date as of which such number of outstanding shares of Common
Stock was reported.


 






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Section 1.


 


(a)            This
Warrant is being issued pursuant to the Supplemental Agreement (“Supplemental Agreement”) of even date herewith between
the Company and the Holder or issued in exchange or substitution thereafter or replacement thereof. Each Capitalized term used, and not
otherwise defined herein, shall have the meaning ascribed thereto in the Supplemental Agreement.


 


(b)            Definitions.
The following words and terms as used in this Warrant shall have the following meanings:


 


(i)             “Approved
Stock Plan” means a stock option plan that has been approved by the Board of Directors of the Company prior to the date of the
Supplemental Agreement, pursuant to which the Company’s securities may be issued only to any employee, officer or director or qualified
consultant for services provided to the Company.


 


(ii)            “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized
or required by law to remain closed.


 


(iii)           “Closing
Bid Price” means the closing bid price of Common Stock as quoted on the Principal Market (as reported by Bloomberg Financial
Markets (“Bloomberg”) through its “Volume at Price” function).


 


(iv)           “Common
Stock” means (i) the Company’s common stock, par value $0.001 per share, and (ii) any capital stock into which
such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.


 


(v)            “Event
of Default” means an event of default under the Supplement Agreement.


 






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(vi)           “Excluded
Securities” means, (a) shares issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan, (b) shares
of Common Stock issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation
or security outstanding on the date prior to date of the Supplemental Agreement, provided that the terms of such right, option, obligation
or security are not amended or otherwise modified on or after the date of the Supplemental Agreement, and provided that the conversion
price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified and the number of shares
of Common Stock issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents
or otherwise) on or after the date of the Supplemental Agreement, and (c) the shares of Common Stock issued or deemed to be issued
by the Company upon conversion of the Convertible Debentures or exercise of the Warrants.


 


(vii)          “Expiration
Date” means December 31, 2023. If such date falls on a Saturday, Sunday or other day on which banks are required or authorized
to be closed in the City of New York or the State of New York or on which trading does not take place on the Principal Exchange or automated
quotation system on which the Common Stock is traded (a “Holiday”), the next date that is not a Holiday.


 


(viii)         “Issuance
Date” means the date hereof.


 


(ix)            “Options”
means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.


 


(x)             “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


(xi)            “Principal
Market” means on any of (a) the American Stock Exchange, (b) New York Stock Exchange, (c) the Nasdaq National
Market, (d) the Nasdaq Capital Market, or (e) the Nasdaq OTC Bulletin Board (“OTCBB”)


 


(xii)           “Securities
Act” means the Securities Act of 1933, as amended.


 


(xiii)          “Warrant”
means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.


 


(xiv)         “Warrant
Exercise Price” shall be $1.15 or as subsequently adjusted as provided in Section 8 hereof.


 


(c)            Other
Definitional Provisions.


 


(i)             Except
as otherwise specified herein, all references herein (A) to the Company shall be deemed to include the Company’s successors
and (B) to any applicable law defined or referred to herein shall be deemed references to such applicable law as the same may have
been or may be amended or supplemented from time to time.


 






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(ii)            When
used in this Warrant, the words “herein”, “hereof”, and “hereunder” and
words of similar import, shall refer to this Warrant as a whole and not to any provision of this Warrant, and the words “Section”,
 “Schedule”, and “Exhibit” shall refer to Sections of, and Schedules and Exhibits to, this Warrant
unless otherwise specified.


 


(iii)           Whenever
the context so requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural, and vice versa.


 


Section 2.                Exercise
of Warrant.


 


(a)    Subject
to the terms and conditions hereof, this Warrant may be exercised by the holder hereof then registered on the books of the Company, pro
rata as hereinafter provided, at any time on any Business Day on or after the opening of business on such Business Day, commencing with
the first day after the date hereof, and prior to 11:59 P.M. Eastern Time on the Expiration Date (i) by delivery of a written
notice, in the form of the subscription notice attached as Exhibit A hereto (the “Exercise Notice”), of
such holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, payment
to the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by
the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any
applicable issue or transfer taxes) (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available
funds and the surrender of this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft
or destruction) to a common carrier for overnight delivery to the Company as soon as practicable following such date (“Cash Basis”)
or (ii) if at the time of exercise, the Warrant Shares are not subject to an effective registration statement, or can be sold without
restriction or limitation pursuant to Rule 144 as promulgated under the Securities Act or if an Event of Default has occurred, by
delivering an Exercise Notice and in lieu of making payment of the Aggregate Exercise Price in cash or wire transfer, elect instead to
receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (the “Cashless
Exercise”):


 


Net Number = (A x B) – (A x C)


B


 


For purposes of the foregoing formula:


 


A = the total number of Warrant Shares with respect to which
this Warrant is then being exercised.


 


B = the Closing Bid Price of the Common Stock on the date of
exercise of the Warrant.


 


C = the Warrant Exercise Price then in effect for the applicable
Warrant Shares at the time of such exercise.


 






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In the event of any exercise
of the rights represented by this Warrant in compliance with this Section 2, the Company shall on or before the fifth (5th)
Business Day following the date of receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnification
undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the receipt of the representations of the
holder specified in Section 6 hereof, if requested by the Company (the “Exercise Delivery Documents”), and if
the Common Stock is DTC eligible, credit such aggregate number of shares of Common Stock to which the holder shall be entitled to the
holder’s or its designee’s balance account with The Depository Trust Company; provided, however, if the holder who submitted
the Exercise Notice requested physical delivery of any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible then
the Company shall, on or before the fifth (5th) Business Day following receipt of the Exercise Delivery Documents, issue
and surrender to a common carrier for overnight delivery to the address specified in the Exercise Notice, a certificate, registered in
the name of the holder, for the number of shares of Common Stock to which the holder shall be entitled pursuant to such request. Upon
delivery of the Exercise Notice and Aggregate Exercise Price referred to in clause (i) or (ii) above the holder of this
Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this
Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price, the Closing Bid Price or the
arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the holder the number of Warrant Shares that is not
disputed and shall submit the disputed determinations or arithmetic calculations to the holder via facsimile within one (1) Business
Day of receipt of the holder’s Exercise Notice.


 


(b)   If
the holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the
Warrant Shares within one (1) day of such disputed determination or arithmetic calculation being submitted to the holder, then the
Company shall immediately submit via facsimile (i) the disputed determination of the Warrant Exercise Price or the Closing Bid Price
to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the Warrant Shares to its independent,
outside accountant. The Company shall cause the investment banking firm or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the holder of the results no later than forty-eight (48) hours from the time it receives the
disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as
the case may be, shall be deemed conclusive absent manifest error.


 


(c)    Unless
the rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, as soon as practicable
and in no event later than five (5) Business Days after any exercise and at its own expense, issue a new Warrant identical in all
respects to this Warrant exercised except it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior
to such exercise under this Warrant exercised, less the number of Warrant Shares with respect to which such Warrant is exercised.


 


(d)    No
fractional Warrant Shares are to be issued upon any pro rata exercise of this Warrant, but rather the number of Warrant Shares issued
upon such exercise of this Warrant shall be rounded up or down to the nearest whole number.


 






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(e)    If
the Company or its Transfer Agent shall fail for any reason or for no reason to issue to the holder within ten (10) days of
receipt of the Exercise Delivery Documents, a certificate for the number of Warrant Shares to which the holder is entitled or to credit
the holder’s balance account with The Depository Trust Company for such number of Warrant Shares to which the holder is entitled
upon the holder’s exercise of this Warrant, the Company shall, in addition to any other remedies under this Warrant, have any other
remedies otherwise available to such holder.


 


(f)     If
within ten (10) days after the Company’s receipt of the Exercise Delivery Documents, the Company fails to deliver a new Warrant
to the holder for the number of Warrant Shares to which such holder is entitled pursuant to Section 2 hereof, then, in addition to
any other available remedies under this Warrant, have any other remedies otherwise available to such holder.


 


Section 3.               Covenants
as to Common Stock. The Company hereby covenants and agrees as follows:


 


(a)   This
Warrant is, and any Warrants issued in substitution for or replacement of this Warrant will upon issuance be, duly authorized and validly
issued.


 


(b)   All
Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.


 


(c)   During
the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved
at least one hundred percent (100%) of the number of shares of Common Stock needed to provide for the exercise of the rights then represented
by this Warrant and the par value of said shares will at all times be less than or equal to the applicable Warrant Exercise Price. If
at any time the Company does not have a sufficient number of shares of Common Stock authorized and available, then the Company shall call
and hold a special meeting of its stockholders within sixty (60) days of that time for the sole purpose of increasing the number
of authorized shares of Common Stock.


 


(d)   If
at any time after the date hereof the Company shall file a registration statement (other than a registration statement on Form S-4,
S-8 or for which the underwriter for such offering refuses in writing to include the Warrant Shares), the Company shall include the Warrant
Shares issuable to the holder, pursuant to the terms of this Warrant and shall maintain, so long as any other shares of Common Stock shall
be so listed, such listing of all Warrant Shares from time to time issuable upon the exercise of this Warrant; and the Company shall so
list on each national securities exchange or automated quotation system, as the case may be, and shall maintain such listing of, any other
shares of capital stock of the Company issuable upon the exercise of this Warrant if and so long as any shares of the same class shall
be listed on such national securities exchange or automated quotation system.


 


(e)   The
Company will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities, or any other voluntary action (it being understood that filing a Certificate of Designation
or implementing a reverse split are not intended to be included in this provision), avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order
to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose
of this Warrant. The Company will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant
above the Warrant Exercise Price then in effect, and (ii) will take all such actions as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.


 






    6


     


    

 


(f)            This
Warrant will be binding upon any entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all
of the Company’s assets.


 


Section 4.                Taxes.
The Company shall pay any and all taxes, except any applicable withholding, which may be payable with respect to the issuance and delivery
of Warrant Shares upon exercise of this Warrant.


 


Section 5.                Warrant
Holder Not Deemed a Stockholder. Except as otherwise specifically provided herein, no holder, as such, of this Warrant shall be entitled
to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right
to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the holder of this Warrant of the Warrant Shares which he or she is then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on such holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 5, the Company will provide the holder of this Warrant with copies
of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.


 


Section 6.               Representations
of Holder. The holder of this Warrant, by the acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares
for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution
of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that
by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other
specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a
registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, by acceptance hereof,
that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501(a)(1) of Regulation
D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”). Upon exercise
of this Warrant the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant
Shares so purchased are being acquired solely for the holder’s own account and not as a nominee for any other party, for investment,
and not with a view toward distribution or resale and that such holder is an Accredited Investor. If such holder cannot make such representations
because they would be factually incorrect, it shall be a condition to such holder’s exercise of this Warrant that the Company receive
such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon
exercise of this Warrant shall not violate any United States or state securities laws.


 






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Section 7.               Ownership
and Transfer. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may
designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the
person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person
in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to
the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.


 


Section 8.               Adjustment
of Warrant Exercise Price and Number of Shares. The Warrant Exercise Price and the number of shares of Common Stock issuable upon
exercise of this Warrant shall be adjusted from time to time as follows:


 


(a)    Adjustment
for Additional Issuances. If the Company issues on one or more occasions any additional shares of Common Stock after the date hereof
(excluding shares issued as stock split or combination as provided in Section 8(b) below) for consideration per share lower
than the Warrant Exercise Price in effect on the date on the date of the issuance of any additional shares of Common Stock, the Warrant
Exercise Price shall be lowered to equal such consideration per share (for purposes of this clause, any Additional Shares of Common Stock
issued for no consideration shall be deemed to be issued for a consideration per share of $0.001), subject to adjustments for Common
Stock splits, dividends and combinations.


 


(b)   Adjustment
of Warrant Exercise Price upon Subdivision or Combination of Common Stock. If the Company at any time after the date of issuance
of this Warrant subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, any Warrant Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of shares of Common Stock obtainable upon exercise of this Warrant will be proportionately
increased. If the Company at any time after the date of issuance of this Warrant combines (by combination, reverse stock split or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller number of shares, any Warrant Exercise Price in effect immediately
prior to such combination will be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant will
be proportionately decreased. Any adjustment under this Section 8(c) shall become effective at the close of business on the
date the subdivision or combination becomes effective.


 






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(c)   Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or
other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:


 


(i)             any
Warrant Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a
price determined by multiplying such Warrant Exercise Price by a fraction of which (A) the numerator shall be the Closing Sale Price
of the Common Stock on the trading day immediately preceding such record date minus the value of the Distribution (as determined in good
faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (B) the denominator shall be the Closing
Sale Price of the Common Stock on the trading day immediately preceding such record date; and


 


(ii)            either
(A) the number of Warrant Shares obtainable upon exercise of this Warrant shall be increased to a number of shares equal to the number
of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders
of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding
clause (i), or (B) in the event that the Distribution is of common stock of a company whose common stock is traded on a national
securities exchange or a national automated quotation system, then the holder of this Warrant shall receive an additional warrant to purchase
Common Stock, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the amount
of the assets that would have been payable to the holder of this Warrant pursuant to the Distribution had the holder exercised this Warrant
immediately prior to such record date and with an exercise price equal to the amount by which the exercise price of this Warrant was decreased
with respect to the Distribution pursuant to the terms of the immediately preceding clause (i).


 


(d)   Certain
Events. If any event occurs of the type contemplated by the provisions of this Section 9 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity
features other than to employees, officers, directors or consultants as compensation), then the Company’s Board of Directors will
make an appropriate adjustment in the Warrant Exercise Price and the number of shares of Common Stock obtainable upon exercise of this
Warrant so as to protect the rights of the holders of the Warrants; provided, except as set forth in section 9(a), that no such adjustment
pursuant to this Section 9(c) will increase the Warrant Exercise Price or decrease the number of shares of Common Stock obtainable
as otherwise determined pursuant to this Section 9.


 


(e)    Notices.


 


(i)             Immediately
upon any adjustment of the Warrant Exercise Price, the Company will give written notice thereof to the holder of this Warrant, setting
forth in reasonable detail, and certifying, the calculation of such adjustment.


 






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(ii)            The
Company will give written notice to the holder of this Warrant at least ten (10) days prior to the date on which the Company closes
its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any
pro rata subscription offer to holders of Common Stock or (C) for determining rights to vote with respect to any Organic Change (as
defined below), dissolution or liquidation, provided that such information shall be made known to the public prior to or in conjunction
with such notice being provided to such holder.


 


(iii)           The
Company will also give written notice to the holder of this Warrant at least ten (10) days prior to the date on which any Organic
Change, dissolution or liquidation will take place, provided that such information shall be made known to the public prior to or in conjunction
with such notice being provided to such holder.


 


Section 9.                Purchase
Rights; Reorganization, Reclassification, Consolidation, Merger or Sale.


 


(a)    In
addition to any adjustments pursuant to Section 9 above, if at any time the Company grants, issues or sells any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock
(the “Purchase Rights”), then the holder of this Warrant will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares
of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are
to be determined for the grant, issue or sale of such Purchase Rights. In the event the holder of this Warrant does not exercise any part
of this Warrant, the Purchase Rights allocable to such unexercised portion of the Warrant shall be automatically canceled.


 


(b)   Any
recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets
to another Person or other transaction in each case which is effected in such a way that holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred
to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially all of the
Company’s assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity,
the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the
 “Acquiring Entity”) a written agreement (in form and substance reasonably satisfactory to the holders of Warrants representing
at least two-thirds of the Warrant Shares issuable upon exercise of the Warrants then outstanding) to deliver to each holder of Warrants
in exchange for such Warrants, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and
substance to this Warrant and reasonably satisfactory to the holders of the Warrants (including an adjusted warrant exercise price equal
to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and exercisable for a corresponding number
of shares of Common Stock acquirable and receivable upon exercise of the Warrants without regard to any limitations on exercise, if the
value so reflected is less than any Applicable Warrant Exercise Price immediately prior to such consolidation, merger or sale). Prior
to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory
to the holders of Warrants representing a majority of the Warrant Shares issuable upon exercise of the Warrants then outstanding) to insure
that each of the holders of the Warrants will thereafter have the right to acquire and receive in lieu of or in addition to (as the case
may be) the Warrant Shares immediately theretofore issuable and receivable upon the exercise of such holder’s Warrants (without
regard to any limitations on exercise), such shares of stock, securities or assets that would have been issued or payable in such Organic
Change with respect to or in exchange for the number of Warrant Shares which would have been issuable and receivable upon the exercise
of such holder’s Warrant as of the date of such Organic Change (without taking into account any limitations or restrictions on the
exercisability of this Warrant).


 






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Section 10.              Lost,
Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly, on receipt
of an indemnification undertaking (or, in the case of a mutilated Warrant, the Warrant), issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


Section 11.              Notice.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Warrant must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of receipt is received by the sending party transmission is mechanically or electronically generated and kept on
file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


	If to Holder:	YA II PN, Ltd.
	 	
    c/o Yorkville Advisors Global, LP

    1012 Springfield Avenue

	 	Mountainside, NJ 07092
	 	Attention:      Mark Angelo
	 	
    Telephone: [*****]

    Email:
    [*****]

	 	 
	With Copy to:	Troy J. Rillo, Esq. 
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Telephone: [*****]
	 	
    Email: [*****]

    

	 	               [*****]



 






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	If to the Company, to:	Canoo, Inc.
	 	15520 Highway 114
	 	Justin, Texas 76247
	 	
    Attention: Tony Aquila

    Telephone: [*****]

Email: [*****]

	 	 
	With a copy to:	
    Hector Ruiz

    15520 Highway 114

    Justin, Texas 76247

	 	Attention: Hector Ruiz
	 	Telephone: [*****]
	 	
    Email: [*****]



 


If to a holder of this Warrant, to it at the address
and facsimile number set forth on Exhibit C hereto, with copies to such holder’s representatives as set forth on Exhibit C,
or at such other address and facsimile as shall be delivered to the Company upon the issuance or transfer of this Warrant. Each party
shall provide five days’ prior written notice to the other party of any change in address or facsimile number. Written confirmation
of receipt (A) given by the recipient of such notice, consent, facsimile, waiver or other communication, (or (B) provided by
a nationally recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from
a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


Section 12.             Date.
The date of this Warrant is set forth on page 1 hereof. This Warrant, in all events, shall be wholly-void and of no effect after
the close of business on the Expiration Date.


 


Section 13.             Amendment
and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent
of the holders of Warrants representing at least two-thirds of the Warrant Shares issuable upon exercise of the Warrants then outstanding;
provided that, except for Section 9(a), no such action may increase the Warrant Exercise Price or decrease the number of shares
or class of stock obtainable upon exercise of any Warrant without the written consent of the holder of such Warrant.


 






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Section 14.             Descriptive
Headings; Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. The corporate laws of the State of Delaware shall govern all issues concerning the
relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws
of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in Union County and the United States District Court for the District of New York, for the adjudication of
any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.


 


Section 15.            Waiver
of Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH
THIS TRANSACTION.


 


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


 






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IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed as of the date first set forth above.


 


	 	CANOO INC.
	 	 
	 	By:	/s/ Hector Ruiz
	 	Name:	Hector Ruiz
	 	Title:	General Counsel


 






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EXHIBIT A TO WARRANT


 


EXERCISE NOTICE


 


TO BE EXECUTED

BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


 


CANOO, INC.


 


The undersigned holder hereby
exercises the right to purchase ______________ of the shares of Common Stock (“Warrant Shares”) of CANOO, INC.
(the “Company”), evidenced by the attached Warrant (the “Warrant”). Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


Specify Method of exercise by check mark:


 


1.
 ̈         Cash Exercise


 


(a)   Payment of Warrant Exercise
Price. The holder shall pay the Aggregate Exercise Price of $______________ to the Company in accordance with the terms of the Warrant.


 


(b)   Delivery of Warrant Shares.
The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms of the Warrant.


 


2.
 ̈         Cashless Exercise


 


(a)    Payment of Warrant Exercise
Price. In lieu of making payment of the Aggregate Exercise Price, the holder elects to receive upon such exercise the Net Number of
shares of Common Stock determined in accordance with the terms of the Warrant.


 


(b)   Delivery of Warrant Shares.
The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms of the Warrant.


 


Date: _______________ __, ______


 


	Name of Registered Holder
	 
	By:	     	 
	Name:	 	 
	Title:	 	 




 






    


     


    

 


EXHIBIT B TO WARRANT


 


FORM OF WARRANT POWER


 


FOR
VALUE RECEIVED, the undersigned does hereby assign and transfer to ________________, Federal Identification No. __________,
a warrant to purchase ____________ shares of the capital stock of Canoo, Inc. represented by warrant certificate no. _____,
standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint
______________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises.


 


	Dated:	 	 	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 


 






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