Exhibit 10.2


 


STANDBY EQUITY AGREEMENT


 


THIS
STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 10, 2022 is made by and between
YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CANOO INC., a
company incorporated under the laws of the State of Delaware (the “Company”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and
sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $250 million of the
Company’s shares of common stock, par value $0.0001 per share (the “Common Shares”); and


 


WHEREAS,
the Common Shares are listed for trading on the Nasdaq Stock Market under the symbol “GOEV;” and


 


WHEREAS,
the offer and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon
such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions
to be made hereunder.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


Article I. Certain Definitions


 


Section 1.01     “Additional
Shares” shall have the meaning set forth in Section 2.01(d)(ii).


 


Section 1.02     “Adjusted
Advance Amount” shall have the meaning set forth in Section 2.01(d)(i).


 


Section 1.03     “Advance
Date” shall mean the 1st Trading Day after expiration of the applicable Pricing Period for each Advance.


 


Section 1.04     “Advance
Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of
the Company and setting forth the amount of an Advance that the Company desires to issue and sell to the Investor.


 


Section 1.05     “Advance
Notice Date” shall mean each date the Company delivers (in accordance with Section 2.01(b) of this Agreement) to the
Investor an Advance Notice, subject to the terms of this Agreement.


 


Section 1.06     “Advance
Shares” shall mean the number of Common Shares that the Company desires to issue and sell to the Investor as requested by the
Company in an Advance Notice.


 


Section 1.07     “Advances”
shall mean any issuance and sale from the Company to the Investor pursuant to Article II hereof.


 


Section 1.08     “Agreement”
shall have the meaning set forth in the preamble of this Agreement.


 






    


     


    

 


Section 1.09     “Applicable
Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines
and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation
(i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all
applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign
Corrupt Practices Act of 1977, and (iii) any Sanctions laws.


 


Section 1.10     “Basket”
shall have the meaning set forth in Section 5.04.


 


Section 1.11     “Black
Out Period” shall have the meaning set forth in Section 6.02


 


Section 1.12     “Closing”
shall have the meaning set forth in Section 2.02.


 


Section 1.13     “Commitment
Amount” shall mean $250,000,000 of Common Shares, provided that, the Company shall not affect any sales under this Agreement
and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that
after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 19.9% of
the outstanding Common Shares as of the date of this Agreement (the “Exchange Cap”) provided further that, the
Exchange Cap will not apply (a) if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance
with the rules of the Principal Market or (b) as to any Advance, if the Purchase Price of Shares in respect of such Advance
equals or exceeds $3.81 per share (which represents the lower of (i) the Nasdaq Official Closing
Price on the Trading Day immediately preceding the date of this Agreement; or (ii) the average Nasdaq Official Closing Price for
the five Trading Days immediately preceding the date of this Agreement).


 


Section 1.14     “Commitment
Shares” shall have the meaning set forth in Section 12.04


 


Section 1.15     “Commitment
Period” shall mean the period commencing on the date hereof and expiring upon the date of termination of this Agreement in accordance
with Section 11.02.


 


Section 1.16     “Common
Shares” shall have the meaning set forth in the recitals of this Agreement.


 


Section 1.17     “Company”
shall have the meaning set forth in the preamble of this Agreement.


 


Section 1.18     “Company
Indemnitees” shall have the meaning set forth in Section 5.02.


 


Section 1.19     “Condition
Satisfaction Date” shall have the meaning set forth in Section 7.01.


 


Section 1.20     “Environmental
Laws” shall have the meaning set forth in Section 4.08.


 


Section 1.21     “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


Section 1.22     “Exchange
Cap” shall have the meaning set forth in Section 1.14.


 






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Section 1.23     “Excluded
Day” shall have the meaning set forth in Section 2.01(d)(i).


 


Section 1.24     “Hazardous
Materials” shall have the meaning set forth in Section 4.08.


 


Section 1.25     “Indemnified
Liabilities” shall have the meaning set forth in Section 5.01.


 


Section 1.26     “Investor”
shall have the meaning set forth in the preamble of this Agreement.


 


Section 1.27     “Investor
Indemnitees” shall have the meaning set forth in Section 5.01.


 


Section 1.28     “Market
Price” shall mean the lowest daily VWAP of the Common Shares during the relevant Pricing Period, other than the daily VWAP on
any Excluded Days.


 


Section 1.29     “Material
Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a
material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a
material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under this Agreement.


 


Section 1.30     “Material
Outside Event” shall have the meaning set forth in Section 6.08.


 


Section 1.31     “Maximum
Advance Amount” in respect of each Advance Notice means $50,000,000.


 


Section 1.32     “Minimum
Acceptable Price” or “MAP” shall mean the minimum price notified by the Company to the Investor in each Advance
Notice, if applicable.


 


Section 1.33     “OFAC”
shall have the meaning set forth in Section 4.30.


 


Section 1.34     “Ownership
Limitation” shall have the meaning set forth in Section 2.01(c)(i).


 


Section 1.35     “Person”
shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.


 


Section 1.36     “Plan
of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.


 


Section 1.37     “Pre-Advance
Date” shall have the meaning set forth in Section 2.05(a).


 


Section 1.38     “Pre-Advance
Loan” shall have the meaning set forth in Section 2.05(a).


 


Section 1.39     “Pricing
Period” shall mean the three (3) consecutive Trading Days commencing on the Advance Notice Date.


 






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Section 1.40     “Principal
Market” shall mean the Nasdaq Global Select Market; provided however, that in the event the Company’s Common Shares are
ever listed or traded on the New York Stock Exchange, the NYSE American, the Nasdaq Global Market, or the Nasdaq Capital Market, then
the “Principal Market” shall mean such other market or exchange on which the Company’s Common Shares are then listed
or traded.


 


Section 1.41     “Promissory
Note” shall have the meaning set forth in Section 2.05(a).


 


Section 1.42     “Prospectus”
means any prospectus (including, without limitation, all amendments and supplements thereto) used in connection with a Registration Statement.


 


Section 1.43     “Prospectus
Supplement” shall mean any prospectus supplement to a Prospectus filed with the SEC pursuant to Rule 424(b) under
the Securities Act, including, without limitation, any Prospectus Supplement to be filed in accordance with Section 6.01 hereof.


 


Section 1.44     “Purchase
Price” shall mean the price per Share obtained by multiplying the Market Price by 97.5%.


 


Section 1.45     “Registrable
Securities” shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to any of the foregoing
by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise.


 


Section 1.46     “Registration
Limitation” shall have the meaning set forth in Section 2.01(c)(ii).


 


Section 1.47     “Registration
Statement” shall mean a registration statement on Form S-1 or Form S-3 or on such other form promulgated by the SEC
for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the
registration of the resale by the Investor of the Registrable Securities under the Securities Act.


 


Section 1.48     “Regulation
D” shall mean the provisions of Regulation D promulgated under the Securities Act.


 


Section 1.49     “Sanctions”
shall have the meaning set forth in Section 4.30.


 


Section 1.50     “Sanctioned
Countries” shall have the meaning set forth in Section 4.30.


 


Section 1.51     “SEC”
shall mean the U.S. Securities and Exchange Commission.


 


Section 1.52     “SEC
Documents” shall have the meaning set forth in Section 4.04.


 


Section 1.53     “Securities
Act” shall have the meaning set forth in the recitals of this Agreement.


 


Section 1.54     “Settlement
Document” shall have the meaning set forth in Section 2.02(a).


 


Section 1.55     “Shares”
shall mean the Commitment Shares and the Common Shares to be issued from time to time hereunder pursuant to an Advance.


 






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Section 1.56     “Subsidiaries”
shall have the meaning set forth in Section 4.01.


 


Section 1.57     “Trading
Day” shall mean any day during which the Principal Market shall be open for business.


 


Section 1.58     “Transaction
Documents” shall have the meaning set forth in Section 4.02.


 


Section 1.59     “Variable
Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any equity or debt securities that
are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Shares either (A) at a conversion
price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the
Common Shares at any time after the initial issuance of such equity or debt securities, or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares (including,
without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard
anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), (ii) issues
or sells any equity or debt securities either (A) at a price that is subject to being reset at some future date after the initial
issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the
business of the Company or the market for the Common Shares (other than standard anti-dilution protection for any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy-back,
price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right, other
than in connection with a “fundamental transaction”) that provides for the issuance of additional equity securities of the
Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity
line of credit” or “at the market offering” or other continuous offering or similar offering of Common Shares, whereby
the Company may sell Common Shares at a future determined price.


 


Section 1.60     “VWAP”
means, for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading Day on the Principal Market
during regular trading hours as reported by Bloomberg L.P.


 


Article II. Advances


 


Section 2.01     Advances;
Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company, at its sole
discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase from the
Company, Common Shares by the delivery to the Investor of Advance Notices as provided herein.


 






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		(a)	Advance Notice. At any time during the Commitment Period the Company may require the Investor to
purchase Shares by delivering an Advance Notice to the Investor, subject to the satisfaction of all the conditions set forth in Section 7.01,
and in accordance with the following provisions:



 


		(i)	The Company shall, in its sole discretion, select the amount of the Advance, not to exceed the Maximum
Advance Amount, it desires to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice.



 


		(ii)	There shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment Amount
or any part thereof.



 


		(b)	Date of Delivery of Advance Notice. Advance
Notices shall be delivered in accordance with the instructions set forth on the bottom of Exhibit A. An Advance Notice shall
be deemed delivered on (i) the day it is received by the Investor if such notice is received by email on or before 8:30 a.m. Eastern
Time (or later if waived by the Investor in its sole discretion), or (ii) the immediately succeeding day if it is received by email
after 8:30 a.m. Eastern Time, in each case in accordance with the instructions set forth
on the bottom of Exhibit A.



 


		(c)	Advance Limitations. Regardless of the amount of an Advance requested by the Company in the Advance
Notice, the final number of Shares to be issued and sold pursuant to an Advance Notice shall be reduced (if at all) in accordance with
each of the following limitations:



 


		(i)	Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform
the Company of the amount of shares the Investor currently beneficially owns. Notwithstanding anything to the contrary contained in this
Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this
Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant
to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by
the Investor and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Common Shares
(the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than
the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor
the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance
that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and
sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the
Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal
to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly
notify the Company of such event.



 






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		(ii)	Registration Limitation. In no event shall an Advance exceed the amount registered under the Registration
Statement then in effect (the “Registration Limitation”) or the Exchange Cap, to the extent applicable. In connection
with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation or the Exchange Cap shall automatically
be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the
aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice; provided that
in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event.



 


		(d)	Minimum Acceptable Price.



 


		(i)	With respect to each Advance Notice, the Company may notify the Investor of the MAP with respect to such
Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection
with such Advance. Each Trading Day during a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP
of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded
Day”), shall result in an automatic reduction to the amount of the Advance set forth in such Advance Notice by one-third (the
resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from
the Pricing Period for purposes of determining the Market Price.



 


		(ii)	The total Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted
Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”)
equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional
Share shall be equal to the MAP in effect with respect to such Advance Notice (without any further discount), provided that this increase
shall not cause the total Advance to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).



 


		(e)	Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge and agree
that upon the Investor’s receipt of a valid Advance Notice the parties shall be deemed to have entered into an unconditional contract
binding on both parties for the purchase and sale of Shares pursuant to such Advance Notice in accordance with the terms of this Agreement
and (i) subject to Applicable Laws and (ii) subject to Section 3.08 (Trading Activities), the Investor may sell Common
Shares during the Pricing Period.



 






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Section 2.02     Closings.
The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon
as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase
Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined
on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth
further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:


 


		(a)	On each Advance Date, the Investor shall deliver to the Company a written document, in the form attached
hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of Shares to be purchased by
the Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate
proceeds to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the VWAP for each of the Trading Days during
the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case
in accordance with the terms and conditions of this Agreement. The final number of Shares to be purchased by the Investor at the Closing
for such Advance shall equal the sum of (i) the Adjusted Advance Amount which shall be purchased at the Purchase Price, plus (ii) the
aggregate number of Additional Shares elected to be purchased by the Investor on Excluded Days during such Pricing Period (as contemplated
by Section 2.01(d)(ii)) which shall be purchased at the applicable MAP.



 


		(b)	Promptly after receipt of the Settlement Document
with respect to each Advance (and, in any event, not later than one Trading Day after such receipt), the Company will, or will cause its
transfer agent to, electronically transfer such number of Shares to be purchased by the Investor (as set forth in the Settlement Document)
by crediting the Investor’s account or its designee’s account at The Depository Trust Company through its Deposit Withdrawal
at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification
to the Investor that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay
to the Company the aggregate purchase price of the Shares (as set forth in the Settlement Document) in cash in immediately available funds
to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested.
No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. To facilitate
the transfer of the Common Shares by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective
Registration Statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive
legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the prospectus included in the
Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery
requirements) or pursuant to an available exemption).



 






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		(c)	On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents,
instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect
the transactions contemplated herein.



 


		(d)	Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the
Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period,
the parties agree that the pending Advance shall end and the final number of Shares to be purchased by the Investor at the Closing for
such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification
from the Company of a Material Outside Event or Black Out Period.



 


Section 2.03     Hardship.


 


		(a)	In the event the Investor sells Common Shares of the Company after receipt of an Advance Notice and the
Company fails to perform its obligations as mandated in Section 2.02, the Company agrees that in addition to and in no way limiting
the rights and obligations set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at
law or in equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage,
or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company
and acknowledges that irreparable damage may occur in the event of any such default. It is accordingly agreed that the Investor shall
be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to the Securities
Act and other rules of the Principal Market), without the posting of a bond or other security, the terms and provisions of this Agreement.



 


		(b)	In the event the Company provides an Advance Notice and the Investor fails to perform its obligations
as mandated in Section 2.02, the Investor agrees that in addition to and in no way limiting the rights and obligations set forth
in Article V hereto and in addition to any other remedy to which the Company is entitled at law or in equity, including, without
limitation, specific performance, it will hold the Company harmless against any loss, claim, damage, or expense (including reasonable
legal fees and expenses), as incurred, arising out of or in connection with such default by the Investor and acknowledges that irreparable
damage may occur in the event of any such default. It is accordingly agreed that the Company shall be entitled to an injunction or injunctions
to prevent such breaches of this Agreement and to specifically enforce (subject to the Securities Act and other rules of the Principal
Market), without the posting of a bond or other security, the terms and provisions of this Agreement.



 






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Section 2.04     Completion
of Resale Pursuant to the Registration Statement. After the Investor has purchased the full Commitment Amount and has completed the
subsequent resale of the full Commitment Amount pursuant to the Registration Statement, Investor will notify the Company that all
subsequent resales are completed, and the Company will be under no further obligation to maintain the effectiveness of the Registration
Statement. The Company also shall have no further obligation to maintain the effectiveness of the Registration Statement after the 180th
day following the earlier to occur of the latest Closing that has occurred or the termination of this Agreement in accordance with its
terms.


 


Section 2.05     Pre-Advance
Loans.


 


		(a)	From time to time, subject to the mutual consent
of the parties, the Company may request, and the Investor shall provide, pre-advance loans (each, a “Pre-Advance Loan”)
each in a principal amount to be agreed upon by the parties and evidenced by a promissory note duly executed on behalf of the Company
on terms and conditions to be agreed by the parties. The closing of each Pre-Advance Loan shall take place on the date agreed upon by
the parties (the date of the closing of each Pre-Advance Loan shall be referred to as the “Pre-Advance Date”)). On
each Pre-Advance Date (i) the Investor shall pay to the Company the agreed upon principal amount of the Pre-Advance Loan in immediately
available funds to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has
been requested, and (ii) the Company shall deliver to the Investor a promissory note on terms and conditions to be agreed
by the parties (each, a “Promissory Note”) in the principal
amount of such Pre-Advance Loan, duly executed on behalf of the Company.



 


		(b)	First Pre-Advance Loan. The parties hereby
agree that the Company may, at any time beginning on the date that the Registration Statement contemplated hereunder is first declared
effective, and ending 45 days later, provided that the conditions precedent to a Pre-Advance Loan set forth in Section 2.05(c) are
then satisfied, request the first Pre-Advance Loan in the principal amount of up to $50,000,000 from the Investor by providing a written
notice of such request to the Investor (the “Request”). The closing of the first Pre-Advance Loan shall take place
in two equal tranches of up to $25,000,000 each, as follows: (i) the Pre-Advance Date for the first tranche of the Pre-Advance Loan
shall be the 30th Trading Day following the date of the Request, and (ii) the Pre-Advance Date for the second tranche of the Pre-Advance
Loan shall be the 50th Trading Day following the date of the Request, or such earlier date as may be agreed by the Investor. On each Pre-Advance
Date, subject to the satisfaction of the conditions precedent to a Pre-Advance
Loan set forth in Section 2.05(c) as of such Pre-Advance Date, (i) the Investor shall pay
to the Company the principal amount of the tranche of the Pre-Advance Loan set forth in the Request in immediately available funds to
an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested,
and (ii) the Company shall deliver to the Investor a Promissory Note in the
principal amount of the tranche of the Pre-Advance Loan set forth in the Request in the form set forth as Exhibit C
hereto.



 


		(c)	Conditions to First Pre-Advance Loan.
The right of the Company to request the first Pre-Advance Loan, and the obligations of the Investor to advance to the Company the principal
amount of the first Pre-Advance Loan on each Pre-Advance Date shall be subject to the timely performance by the Company of their
obligations hereunder, and the satisfaction, unless waived by the Investor, as of the date of the Request and as of the Pre-Advance Date
for the each tranche of the first Pre-Advance Loan, of each of the following conditions:



 






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		(i)	Advance Notice Conditions. The satisfaction of all the conditions precedent to the right of the
Company to deliver an Advance Notice set forth in Section 7.01(a), (d), (e), and (f) shall be satisfied.



 


		(ii)	Registration of the Common Shares with the SEC. There is an effective Registration Statement pursuant
to which the Investor is permitted to utilize the prospectus thereunder to resell Common Shares issuable pursuant to Advance Notices and
the market value of the Common Shares available thereunder (based on the average of the daily VWAP during the five Trading Days prior
to the date of the Request) shall be no less than 1.5 times the principal amount of the Pre-Advance Loan.



 


		(iii)	Authority. The issuance of the Promissory Note in respect of the Pre-Advance Loan, and the performance
by the Company thereunder, including, without limitation, the payment obligations, is legally permitted by all laws and regulations to
which the Company is subject and is not in conflict with, or prohibited by, the organizational documents of the Company, or any contract,
agreement, or arrangement with any third party.



 


		(iv)	No Suspension of Trading in or Delisting of Common Shares. The Common Shares are quoted for trading
on the Primary Market. The Company shall have the capacity to issue such number of Common Shares with a market value (based on the average
of the daily VWAP during the five Trading Days prior to the date of the Request) of no less than 1.5 times the principal amount of the
Pre-Advance Loan without breaching the Exchange Cap. The Company shall not have received any written notice that is then still pending
threatening the continued quotation of the Common Shares on the Primary Market.



 


		(v)	Minimum Price. The market price of the Common Shares on the Principal Market is greater than $3.75
per share as measured by the average of the daily VWAP for each of the three consecutive Trading Days immediately prior to the date of
determination.



 


		(vi)	Bring Down Certificate. The Investor shall have received on and as of the Pre-Advance Loan Date
a certificate of an executive officer of the Company confirming that all of the representations and warranties of the Company in this
Agreement are true and correct on and as of the Pre-Advance Loan Date, and that the Company has complied with all agreements and covenants
and satisfied all other conditions on its part to be performed or satisfied hereunder at or prior to the Pre-Advance Closing Date.



 






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		(vii)	Equity Raise. The Company shall have completed an equity capital raise after the date of this Agreement
in which the Company received net proceeds of at least $125 million.



 


		(viii)	Prohibited Indebtedness. As of the date of determination, neither the Company, nor any of its Subsidiaries,
shall have existing any Indebtedness (as defined in the Promissory Note) which would be prohibit indebtedness pursuant to Section 8(c) of
the Promissory Note.



 


Article III. Representations and Warranties
of Investor


 


The Investor hereby makes
the following representations, warranties and covenants to the Company:


 


Section 3.01     Organization
and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and
has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, including all transactions
contemplated, and to purchase or acquire Shares in accordance with the terms hereof. The decision to invest and the execution and delivery
of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of
the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned
has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders.
This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof
by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance
with its terms.


 


Section 3.02     Evaluation
of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the
merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares of the Company and of protecting its
interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company
involves a high degree of risk, and that the Investor may lose all or a part of its investment.


 


Section 3.03     No
Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives
or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Shares hereunder, the
transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor may lose
all or a part of its investment.


 






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Section 3.04     Investment
Purpose. The Investor is acquiring the Common Shares for its own account, for investment purposes and not with a view towards, or
for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act or any applicable state securities
laws; provided, however, that by making the representations herein, the Investor does not agree, or make any representation or warranty,
to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance
with, or pursuant to, a registration statement filed pursuant to this Agreement or an applicable exemption under the Securities Act. The
Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of
the Shares. The Investor is acquiring the Shares hereunder in the ordinary course of its business. The
Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration
Statement and in any prospectus contained therein to the extent required by applicable law and to the extent the prospectus is related
to the resale of Registrable Securities.


 


Section 3.05     Accredited
Investor. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation
D.


 


Section 3.06     Information.
The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and
operations of the Company and information the Investor deemed material to making an informed investment decision. The Investor and its
advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management and have received
answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors
(and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s
representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company has not made to the
Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the Company, its employees
or any third party other than the representations and warranties of the Company contained in this Agreement. The Investor understands
that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice, as it has considered
necessary to make an informed investment decision with respect to the transactions contemplated hereby.


 


Section 3.07     Not
an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with the Company or any “affiliate” of the Company (as that
term is defined in Rule 405 promulgated under the Securities Act).


 


Section 3.08     No
Prior Short Sales. At no time prior to the date of this Agreement has the Investor, its sole
member, any of their respective officers, or any entity managed or controlled by the Investor or its sole member, engaged in or effected,
in any manner whatsoever, directly or indirectly, for its own principal account, any (i) “short sale” (as such term is
defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares or (ii) hedging transaction, which establishes
a net short position with respect to the Common Shares that remains in effect as of the date of this Agreement.


 


Section 3.09     Resale
of Shares. The Investor represents, warrants and covenants that it will resell the Shares only pursuant to the Registration Statement
in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution”
in such Registration Statement, and in a manner in compliance with all applicable federal and state securities laws, rules and regulations,
or pursuant to an exception for the registration provisions of the Securities Act, if applicable.


 






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Section 3.10     General
Solicitation. The Investor is not purchasing or acquiring the Shares as a result of any form
of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares.


 


Article IV. Representations and Warranties
of the Company


 


Except
as set forth in the SEC Documents, or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall
qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of
the Disclosure Schedules or in another Section of the Disclosure Schedules, to the extent that it is reasonably apparent on the face
of such disclosure that such disclosure is applicable to such Section, the Company represents and warrants to the Investor that, as of
the date hereof, each Advance Notice Date and each Advance Date (other than representations
and warranties which address matters only as of a certain date, which shall be true and correct as written as of such certain date),
that:


 


Section 4.01     Organization
and Qualification. Each of the Company and its Subsidiaries (as defined below) is an entity duly organized and validly existing under
the laws of their respective jurisdiction of organization, and has the requisite power and authority to own its properties and to carry
on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing
(to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. “Subsidiaries”
means any Person (as defined below) in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital
stock or holds a majority equity or similar interest of such Person or (y) controls or operates all or substantially all of the business,
operations or administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”


 


Section 4.02     Authorization,
Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement, any Promissory Note, and the other Transaction Documents and to issue the Shares in accordance
with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and
the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the
Common Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further
consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement, a Promissory Note,
and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered
by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and
delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their
respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction
Documents” means, collectively, this Agreement, any Promissory Notes, and each of the other agreements and instruments entered
into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended
from time to time.


 






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Section 4.03     Authorization
of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by the Investor pursuant
to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a
duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, duly and validly
authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim,
including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights. The Shares,
when issued, will conform to the description thereof set forth in or incorporated into the Prospectus.


 


Section 4.04     No
Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will not (i) result
in a violation of the articles of incorporation or other organizational documents of the Company or its Subsidiaries (with respect to
consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or
its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of the Company
or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that
would not reasonably be expected to have a Material Adverse Effect.


 


Section 4.05     SEC
Documents; Financial Statements. The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25
under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant
to the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation
to file such material) (all of the foregoing filed within two years preceding the date hereof or amended after the date hereof, or filed
after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by
reference therein, and all registration statements filed by the Company under the Securities Act (including any Registration Statements
filed hereunder), being hereinafter referred to as the “SEC Documents”). The Company has made available to the Investor
through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective dates (or,
with respect to any filing that has been amended or superseded, the date of such amendment or superseding filing), the SEC Documents complied
in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations
of the SEC promulgated thereunder applicable to the SEC Documents, and did not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 






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Section 4.06     Financial
Statements. The consolidated financial statements of the Company included or incorporated by reference in SEC Documents, together
with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and
the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity
of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange
Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent
basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited
interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or
summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate) during the periods
involved; the other financial and statistical data with respect to the Company and the Subsidiaries (as defined below) contained or incorporated
by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements
and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or
incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries
(as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations),
not described in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the
SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission)
comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent
applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents
fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and
guidelines applicable thereto.


 


Section 4.07     Registration
Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with
the conditions for the use of Form S-3 under the Securities Act. Each Registration Statement and the offer and sale of Shares as
contemplated hereby, if and when filed, will meet the requirements of Rule 415 under the Securities Act and shall comply in all material
respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration Statement
or a Prospectus, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each Registration Statement,
any Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with
the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to the Investor and its
counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of
the Shares, will not distribute any offering material in connection with the offering or sale of the Shares other than a Registration
Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Investor has consented.


 






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Section 4.08     No
Material Misstatement or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the date
of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities
Act. At each Advance Date, the Registration Statement, and the Prospectus, as of such date, will conform in all material respects with
the requirements of the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and will not, contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents
incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference
therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required
to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were
made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and
in conformity with, information furnished to the Company by the Investor specifically for use in the preparation thereof.


 


Section 4.09     Conformity
with Securities Act and Exchange Act. Each Registration Statement, each Prospectus or any amendment or supplement thereto, and the
documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto, when such documents
were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as
the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act,
as applicable.


 


Section 4.10     Equity
Capitalization. As of the date hereof, the authorized capital of the Company consists of 510,000,000 shares of capital stock, of which
500,000,000 shares are designated common stock, par value $0.0001 per share, and 10,000,000 shares are undesignated preferred stock. As
of the date hereof, the Company had 240,335,723 shares of common stock outstanding and no shares of preferred stock outstanding.


 


The
Common Shares are registered pursuant to Section 12(b) of the Exchange Act and is currently listed on the Principal Market under
the trading symbol “GOEV.” The Company has taken no action designed to, or reasonably likely to have the effect of, terminating
the registration of the Common Shares under the Exchange Act, delisting the Common Shares from the Principal Market, nor has the Company
received any notification that the Commission or the Principal Market is contemplating terminating such registration or listing. To the
Company’s knowledge, it is in compliance with all applicable listing requirements of the Principal Market.


 






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Section 4.11     Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, except
as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement by
the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names,
service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge of
the Company, there is no material claim, action or proceeding being made or brought against, or to the Company’s knowledge, being
threatened against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license,
service names, service marks, service mark registrations, trade secret or other infringement; and, except as would not cause a Material
Adverse Effect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.


 


Section 4.12     Employee
Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or
any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect.


 


Section 4.13     Environmental
Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply in all material respects
with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice alleging any failure
to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and
(iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The
term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection of
human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata),
including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants,
or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters,
orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


Section 4.14     Title.
Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) have indefeasible fee simple or leasehold title
to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable
interest other than such as are not material to the business of the Company. Any real property and facilities held under lease by the
Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material
and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.


 






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Section 4.15     Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have
a Material Adverse Effect.


 


Section 4.16     Regulatory
Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective
businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation
or modification of any such certificate, authorization or permits.


 


Section 4.17     Internal
Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to
maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the
SEC Documents as and when required.


 


Section 4.18     Absence
of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or
by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Common
Shares or any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.


 


Section 4.19     [Reserved].


 


Section 4.20     Tax
Status. Except as would not have a Material Adverse Effect, each of the Company and its Subsidiaries (i) has timely made or filed
all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books
provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. Except as would not have a Material Adverse Effect, the Company has not received written notification any unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no
basis for any such claim where failure to pay would cause a Material Adverse Effect.


 






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Section 4.21       Certain
Transactions. Except as disclosed in the SEC Documents or as not required to be disclosed pursuant to Applicable Laws, none of the
officers or directors of the Company is presently a party to any transaction with the Company (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is
an officer, director, trustee or partner.


 


Section 4.22       Rights
of First Refusal. The Company is not obligated to offer the Common Shares offered hereunder on a right of first refusal basis to any
third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third
parties.


 


Section 4.23       Dilution.
The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing shareholders and could
significantly increase the outstanding number of Common Shares.


 


Section 4.24       Acknowledgment
Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity
of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges
that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement
and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives or agents in connection
with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares hereunder.
The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement if the Registration Statement
is not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules of the Principal Market. The
Company acknowledged and agrees that it is capable of evaluating and understanding, and understands and accepts, the terms, risks and
conditions of the transactions contemplated by this Agreement.


 


Section 4.25       Finder’s
Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions
or similar payments in connection with the transactions herein contemplated.


 


Section 4.26       Relationship
of the Parties. Neither the Company, nor any of its subsidiaries, affiliates, nor any person acting on its or their behalf is a client
or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has provided, or will provide,
any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their behalf. The Investor’s
relationship to Company is solely as investor as provided for in the Transaction Documents.


 


Section 4.27       [Reserved].


 



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Section 4.28       Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) contained in the Registration Statement or a Prospectus will be made or reaffirmed without a reasonable basis or will be
disclosed other than in good faith.


 


Section 4.29       Compliance
with Laws. The Company and each of its Subsidiaries are in compliance with Applicable Laws; the Company has not received a notice
of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that any director, officer, or employee of the Company
or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary,
has not complied with Applicable Laws, or could give rise to a notice of non-compliance with Applicable Laws, and is not aware of any
pending change or contemplated change to any applicable law or regulation or governmental position; in each case that would have a Material
Adverse Effect on the business of the Company or the business or legal environment under which the Company operates.


 


Section 4.30       Sanctions
Matters. Neither the Company nor any of its Subsidiaries (collectively, the “Entity”), nor any director, officer
of the Company nor, to the knowledge of the Company, any employee, agent, affiliate or representative of the Company or any director or
officer of any Subsidiary, is a Person that is, or is owned or controlled by a Person that is (i) the subject of any sanctions administered
or enforced by the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”), the United Nations
Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including, without limitation,
designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or
other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country
or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including, without limitation,
the Crimea region of the Ukraine, Cuba, Iran, North Korea, Sudan and Syria (the “Sanctioned Countries”)). The
Entity will not, directly or, to its knowledge, indirectly, use the proceeds from the sale of Shares, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other Person (a) to fund or facilitate any activities or
business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions
or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable Laws by any Person
(including any Person participating in the transactions contemplated by this agreement, whether as underwriter, advisor, investor or otherwise).
For the past five years, the Entity has not engaged in, and is now not engaged in, any dealings or transactions with any Person, or in
any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country.


 



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Article V. Indemnification


 


The Investor and the Company
represent to the other the following with respect to itself:


 


Section 5.01       Indemnification
by the Company. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Shares hereunder,
and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and
hold harmless the Investor and its investment manager, Yorkville Advisors Global, LP, and each of their respective officers, directors,
managers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith
(irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including
reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees
or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in
any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,
however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein;
(b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement
or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant,
material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law,
the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible
under Applicable Law.


 


Section 5.02       Indemnification
by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s
other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers,
directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities
incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed
or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the Investor will only be liable for written information relating to the
Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing
indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation
or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or
thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement
or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing
undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.


 



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Section 5.03       Notice
of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee,
as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this
Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying
party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure.
The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any
other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to
the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee
or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not
more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion
of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and
the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company
Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party
and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which
relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as
to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement
of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor
Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release
from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor
is due.


 



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Section 5.04       Remedies.
The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be available to
any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article V shall
survive expiration or termination of this Agreement for a period of three years. Notwithstanding anything to the contrary under this
Agreement or Applicable Laws, no party shall be entitled to any indemnification pursuant to this Article V (other than claims for
any damages resulting from fraud) until the aggregate amount of all such damages that would otherwise be indemnifiable to such party
equals or exceeds $25,000 (the “Basket”), at which time such party shall be entitled to indemnification for the full
amount of all damages (including all damages incurred prior to exceeding the Basket).


 


Section 5.05       Limitation
of liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party for punitive, indirect, incidental
or consequential damages.


 


Article VI.

Additional Covenants


 


The Company covenants with the Investor, and the
Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party, during the Commitment
Period (and with respect to the Company, for the period following the termination of this Agreement specified in Article X pursuant
to and in accordance with Article X:


 


Section 6.01       Registration
Statement.


 


		(a)	Filing of a Registration Statement. The Company shall prepare and file with the SEC a Registration
Statement, or multiple Registration Statements for the resale by the Investor of the Registrable Securities. The Company in its sole discretion
may choose when to file such Registration Statements; provided, however, that the Company shall not have the ability to request
any Advances until the effectiveness of a Registration Statement.



 


		(b)	Maintaining a Registration Statement.
The Company shall use commercially reasonable efforts to maintain the effectiveness of any Registration Statement that has been declared
effective at all times during the Commitment Period, provided, however, that the Company shall be under no further obligation to maintain
the effectiveness of the Registration Statement to the extent permitted pursuant to Section 2.04. Notwithstanding anything
to the contrary contained in this Agreement, the Company shall ensure that, when filed, each Registration Statement (including, without
limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements
thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light
of the circumstances in which they were made) not misleading.



 



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		(c)	Filing Procedures. The Company shall (A) permit counsel to the Investor an opportunity to
review and comment upon (i) each Registration Statement at least three (3) Trading Days prior to its filing with the SEC and
(ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein)
(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within
a reasonable number of days prior to their filing with the SEC, and (B) shall reasonably consider any comments of the Investor and
its counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company
shall promptly furnish to the Investor, without charge, to the extent permitted by Applicable Laws, (i) electronic copies of any
correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence
shall be redacted to exclude any material, non-public information regarding the Company, unless otherwise requested by the Investor),
(ii) after the same is prepared and filed with the SEC, one (1) electronic copy of each Registration Statement and any amendment(s) and
supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference,
if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic
copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the Company
shall not be required to furnish any document to the extent such document is available on EDGAR).



 


		(d)	Amendments and Other Filings. The Company shall (i) prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the related prospectus used in connection with such Registration
Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep
such Registration Statement effective at all times during the Commitment Period, and prepare and file with the SEC such additional Registration
Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus
to be amended or supplemented by any required prospectus supplement (subject to the terms of this Agreement), and as so supplemented or
amended to be filed pursuant to Rule 424 promulgated under the Securities Act; (iii) provide the Investor copies of all correspondence
from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which
would constitute material non-public information unless otherwise requested by the Investor), and (iv) comply with the provisions
of the Securities Act with respect to the disposition of all Common Shares of the Company covered by such Registration Statement until
such time as all of such Common Shares shall have been disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to this Section 6.01(d) by reason of the Company’s
filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Exchange Act, provided that such
report is not automatically incorporated by reference into the applicable Registration Statement), the Company shall file such report
in a prospectus supplement filed pursuant to Rule 424 promulgated under the Securities Act to incorporate such filing into the Registration
Statement, if applicable, or shall file such amendments or supplements with the SEC either on the day on which the Exchange Act report
is filed which created the requirement for the Company to amend or supplement the Registration Statement, if feasible, or otherwise promptly
thereafter.



 



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		(e)	Blue-Sky. The Company shall use its commercially reasonable efforts to, if required by Applicable
Laws, (i) register and qualify the Common Shares covered by a Registration Statement under such other securities or “blue sky”
laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Commitment Period, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Commitment Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Common Shares for sale in such jurisdictions; provided, however, that the Company shall not be required
in connection therewith or as a condition thereto to (w) make any change to its Articles of Incorporation or Bylaws or any other
organizational documents of the Company or any of its Subsidiaries, (x) qualify to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 6.01, (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the
receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Common Shares
for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose.



 


Section 6.02       Suspension
of Registration Statement.


 


		(a)	Establishment of a Black Out Period. During the Commitment Period, the Company from time to time
may suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in its sole
discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning
the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company
or (B) amend or supplement the Registration Statement or Prospectus so that such Registration Statement or Prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (a “Black Out Period”).



 


		(b)	No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees
not to sell any Common Shares of the Company.



 



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		(c)	Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is
longer than 45 days or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions
that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition,
the Company shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, nonpublic information
is made during a Black Out Period, the Black Out Period shall terminate immediately after such announcement, and the Company shall immediately
notify the Investor of the termination of the Black Out Period.



 


Section 6.03       Listing
of Common Shares. As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will have been registered
under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.


 


Section 6.04       Opinion
of Counsel. Prior to the earlier of (i) the date of the delivery by the Company of the first Advance Notice, or (ii) the
closing of a Promissory Note, the Investor shall have received an opinion letter from counsel to the Company in form and substance reasonably
satisfactory to the Investor.


 


Section 6.05       Exchange
Act Registration. The Company will use commercially reasonable efforts to file in a timely manner all reports and other documents
required of it as a reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted
by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.


 


Section 6.06       Transfer
Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company shall (if required
by the transfer agent for the Common Shares) cause legal counsel for the Company to deliver to the transfer agent for the Common Shares
(with a copy to the Investor) instructions to issue Common Shares to the Investor free of restrictive legends upon each Advance if the
delivery of such instructions are consistent with Applicable Law.


 


Section 6.07       Corporate
Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the Company during
the Commitment Period.


 



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Section 6.08       Notice
of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify the Investor, and
confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or
related Prospectus (in each of which cases the information provided to Investor will be kept strictly confidential): (i) except for
requests made in connection with SEC investigations disclosed in the SEC Documents, receipt of any request for additional information
by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement or any
request for amendments or supplements to the Registration Statement or related Prospectus; (ii) the issuance by the SEC or any other
Federal governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Common Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the
happening of any event that makes any statement made in the Registration Statement or related Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration
Statement, related Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
and that in the case of the related Prospectus, it will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities
Act or any other law; (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement
would be appropriate and the Company will promptly make available to the Investor any such supplement or amendment to the related Prospectus;
(vi) the Common Shares shall cease to be authorized for listing on the Principal Market; or (vii) the Company fails to file
in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act. The Company shall not
deliver to the Investor any Advance Notice, and the Company shall not sell any Shares pursuant to any pending Advance Notice (other than
as required pursuant to Section 2.02(d)), during the continuation of any of the foregoing events (each of the events described in
the immediately preceding clauses (i) through (vii), inclusive, a “Material Outside Event”).


 


Section 6.09       Consolidation.
If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into,
or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in such Advance
Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance have been received
by the Investor.


 


Section 6.10       Issuance
of the Company’s Common Shares. The issuance and sale of the Common Shares hereunder shall be made in accordance with the provisions
and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.


 


Section 6.11       Market
Activities. The Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes or might
reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company under Regulation M
of the Exchange Act.


 


Section 6.12       Expenses.
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses
incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of
the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto;
(ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements
of the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s
counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions
of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any
amendments or supplements thereto, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares
for trading on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.


 



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Section 6.13       Current
Report. The Company shall, not later than 9:00 a.m., New York City time, on the fourth business day after the date of this Agreement,
file with the SEC a Current Report on Form 8-K disclosing the execution of this Agreement by the Company and the Investor (including
any exhibits thereto, the “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable
opportunity to comment on a draft of the Current Report prior to filing the Current Report with the SEC and shall give due consideration
to all such comments. From and after the filing of the Current Report with the SEC, the Company shall have publicly disclosed all material,
nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries,
or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated
by the Transaction Documents.  The Company understands and confirms that the Investor will rely on the foregoing representations
in effecting resales of Shares under the Registration Statement.


 


Section 6.14       Advance
Notice Limitation. The Company shall not deliver an Advance Notice if a shareholder meeting or corporate action date, or the record
date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days prior to the date of
delivery of such Advance Notice and ending two Trading Days following the Closing of such Advance.


 


Section 6.15       Use
of Proceeds. The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company in the manner as will
be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement
thereto filed pursuant to this Agreement.


 


Section 6.16       Compliance
with Laws. The Company shall comply in all material respects with all Applicable Laws.


 


Section 6.17       Market
Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling persons will,
directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to
constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any compensation for
soliciting purchases of the Shares.


 



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Section 6.18       Selling
Restrictions. (i) Except as expressly set forth below, the Investor covenants that from and after the date hereof through and
including the Trading Day next following the expiration or termination of this Agreement as provided in Section 11.01 (the “Restricted
Period”), none of the Investor any of its officers, or any entity managed or controlled by the Investor (collectively, the “Restricted
Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly,
(i) engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the
Common Shares or (ii) engage in any hedging transaction, which establishes a net short position with respect to the Common Shares,
with respect to each of clauses (i) and (ii) hereof, either for its own principal account or for the principal account of any
other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without
implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling
 “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of Common
Shares equal to the number of Shares that such Restricted Person is unconditionally obligated to purchase under a pending Advance Notice
but has not yet received from the Company or the Transfer Agent pursuant to this Agreement.


 


Section 6.19       Assignment.
Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person.


 


Section 6.20       No
Variable Rate Transactions. The Company shall not effect or enter into an agreement to effect any Variable Rate Transaction for so
long as any Promissory Note is outstanding, unless any outstanding Promissory Notes will be fully repaid in connection with such transaction.


 


Section 6.21       Material
Non-Public Information. The Company covenants and agrees that, other than as expressly required by Section 6.08 hereof, or, with
the Investor’s consent pursuant to Section 6.13, it shall refrain from disclosing, and shall cause its officers, directors,
employees and agents to refrain from disclosing, any material non-public information (as determined under the Securities Act, the Exchange
Act, or the rules and regulations of the SEC) to the Investor without also disseminating such information to the public within a
reasonable time period thereafter, unless prior to disclosure of such information the Company identifies such information as being material
non-public information and provides the Investor with the opportunity to accept or refuse to accept such material non-public information
for review. Unless specifically agreed to in writing, in no event shall the Investor have a duty of confidentiality or be deemed to have
agreed to maintain information in confidence, with respect to the delivery of any Advance Notices.


 


Article VII.

Conditions for Delivery of Advance Notice


 


Section 7.01       Conditions
Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance Notice and the
obligations of the Investor hereunder with respect to an Advance is subject to the satisfaction by the Company, on each Advance Notice
Date (a “Condition Satisfaction Date”), of each of the following conditions:


 


		(a)	Accuracy of the Company’s Representations and Warranties. The representations and warranties
of the Company in this Agreement shall be true and correct in all material respects.



 


		(b)	Registration of the Common Shares with the SEC. There is an effective Registration Statement pursuant
to which the Investor is permitted to utilize the prospectus thereunder to resell all of the Common Shares issuable pursuant to such Advance
Notice. The Company shall have filed with the SEC in a timely manner all reports, notices and other documents required under the Exchange
Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date.



 



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		(c)	Authority. The Company shall have obtained all permits and qualifications required by any applicable
state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice, or shall have the availability of exemptions
therefrom. The sale and issuance of such Common Shares shall be legally permitted by all laws and regulations to which the Company is
subject.



 


		(d)	No Material Outside Event. No Material Outside Event shall have occurred and be continuing.



 


		(e)	Performance by the Company. The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company
at or prior the applicable Condition Satisfaction Date.



 


		(f)	No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or
directly, materially and adversely affects any of the transactions contemplated by this Agreement.



 


		(g)	No Suspension of Trading in or Delisting of Common Shares. The Common Shares are quoted for trading
on the Principal Market and all of the Shares issuable pursuant to such Advance Notice will be listed or quoted for trading on the Principal
Market. The issuance of Common Shares with respect to the applicable Advance Notice will not violate the shareholder approval requirements
of the Principal Market. The Company shall not have received any written notice that is then still pending threatening the continued quotation
of the Common Shares on the Principal Market.



 


		(h)	Authorized. There shall be a sufficient number of authorized but unissued and otherwise unreserved
Common Shares for the issuance of all of the Shares issuable pursuant to such Advance Notice.



 


		(i)	Executed Advance Notice. The representations contained in the applicable Advance Notice shall be
true and correct in all material respects as of the applicable Condition Satisfaction Date.



 


		(j)	Consecutive Advance Notices. Except with respect to the first Advance Notice, the Company shall
have delivered all Shares relating to all prior Advances.



 


Section 7.02       Conditions


 



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Article VIII.

Non Exclusive Agreement


 


Notwithstanding anything contained
herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout
the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible
notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced
by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any
rights with respect to its existing and/or future share capital.


 


Article IX.

Choice of Law/Jurisdiction


 


This Agreement shall be governed
by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The parties
further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and
venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District
of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.


 


Article X. Termination


 


Section 10.01       Termination.


 


		(a)	Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest
of (i) the first day of the month next following the 36-month anniversary of the date hereof or (ii) the date on which the Investor
shall have made payment of Advances pursuant to this Agreement for Common Shares equal to the Commitment Amount.



 


		(b)	The Company may terminate this Agreement effective upon five Trading Days’ prior written notice
to the Investor; provided that (i) there are no outstanding Promissory Notes, or Advance Notices, the Common Shares under which have
yet to be issued, and (ii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. This Agreement may be
terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise
provided in such written consent.



 


		(c)	Nothing in this Section 11.01 shall be deemed to release the Company or the Investor from any liability
for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other
party of its obligations under this Agreement. The indemnification provisions contained in Article V shall survive termination hereunder.



 



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Article XI. Notices


 


Other than with respect to
Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.01(b), any notices, consents,
waivers, or other communications required or permitted to be given under the terms of this Agreement 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 or e-mail if sent
on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after being sent by U.S.
certified mail, return receipt requested, (iv) 1 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 (except for Advance
Notices which shall be delivered in accordance with Exhibit A hereof) shall be:


 


	If to the Company, to:	Canoo Inc.

    19951 Mariner Avenue

    Torrance, California 90503

	 	Attention: [*****]
	 	Email: [*****]

    

	 

    With a copy to (which shall not

    constitute notice or delivery of process) to:
	 

    Canoo Inc.

    19951 Mariner Avenue

    Torrance, California 90503

	 	Attention: [*****]

    Email: [*****]

	 	 

    

	If to the Investor(s):	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:	[*****]
	 	 	[*****]
	 	Telephone:	[*****]
	 	Email:
	[*****]

    

	 	 
	With a Copy (which shall not

    constitute notice or delivery of process) to:
	[*****]

    1012 Springfield Avenue

    Mountainside, NJ 07092

	 	Telephone:	[*****]
	 	Email:	[*****]


 



    - 33 -


     


    

 


Either may change its information contained in
this Article XII by delivering notice to the other party as set forth herein.


 


Article XII. Miscellaneous


 


Section 12.01       Counterparts.
This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered
signatures, including by e-mail attachment, shall be deemed originals for all purposes of this Agreement.


 


Section 12.02       Entire
Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their
respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the
entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the
Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this
Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.


 


Section 12.03       Reporting
Entity for the Common Shares. The reporting entity relied upon for the determination of the trading price or trading volume of the
Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written
mutual consent of the Investor and the Company shall be required to employ any other reporting entity.


 


Section 12.04       Commitment
and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants,
appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the
Company has paid YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $10,000, and, on the date hereof,
the Company will issue to the Investor an aggregate of 164,042 Common Shares (the “Commitment Shares”) as a commitment
fee.


 


Section 12.05       Brokerage.
Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will
demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree
to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or
finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this
Agreement or the transactions contemplated hereby.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 



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IN
WITNESS WHEREOF, the parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto
duly authorized, as of the date first set forth above.


 


	 	COMPANY:
	 	Canoo Inc.
	 	 	 
	 	By:	/s/ Ramesh Murthy
	 	Name:	Ramesh Murthy
	 	Title:	Interim Chief Financial Officer and Chief Accounting Officer
	 	 	 
	 	 	 
	 	INVESTOR:
	 	YA II PN, Ltd.
	 	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager



 


	 	By:	Yorkville Advisors Global II, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ Mark Angelo
	 	Name:	Mark Angelo
	 	Title:	Member



 



    - 35 -


     


    

 


EXHIBIT A

ADVANCE NOTICE


 



     


     


    

 


EXHIBIT B


FORM OF SETTLEMENT DOCUMENT


 



     


     


    

 


EXHIBIT C


FORM OF PROMISSORY NOTE