FORM OF VOTING AGREEMENT
This VOTING AGREEMENT (this “Agreement“), dated as of [__________], is entered into by and between the undersigned stockholder (the “Stockholder“) of Canoo Inc., a Delaware company (the “Company“), and the Company. The Company and the Stockholder are every typically referred to herein individually as a “Party” and collectively because the “Parties.”
RECITALS
A.On November 9, 2022, the events entered right into a Supplemental Agreement (the “November Supplemental Agreement“) pursuant to which the Investor agreed to advance $21,300,00 (the “Third Pre-Paid Advance“) to the Company.
B.Prior to or concurrently with the execution of this Agreement, the Company has entered into a further Supplemental Agreement (the “December Supplemental Agreement“), offering for, amongst different issues, a Pre-Paid Advance within the quantity of $34,045,500 (the “Fourth Pre-Paid Advance“).
C.In order to induce the Investor to enter into the Fourth Advance Agreement and for good and priceless consideration, the sufficiency of which is hereby acknowledged, the Stockholder hereby makes sure representations, warranties, covenants, and agreements as set forth on this Agreement with respect to the shares of Common Stock Beneficially Owned by the Stockholder and set forth beneath the Stockholder’s signature on the signature web page hereto (the “Original Shares” and, along with any further shares of Common Stock pursuant to Section 6 hereof, the “Shares“).
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for different good and priceless consideration, the receipt and sufficiency of that are hereby acknowledged, the Parties hereby agree as follows:
1.Definitions. For functions of this Agreement, capitalized phrases used and never in any other case outlined herein shall have the respective meanings ascribed to such phrases within the Pre-Paid Advance Agreement. When used on this Agreement, the next phrases in all of their tenses, circumstances, and correlative varieties shall have the meanings assigned to them on this Section 1.
(a)”Beneficially Own” or “Beneficial Ownership” has the which means assigned to such time period in Rule 13d-3 underneath the 1934 Act, and a Person’s helpful possession of securities shall be calculated in accordance with the provisions of such rule (in every case, no matter whether or not or not such rule is definitely relevant in such circumstance). For the avoidance of doubt, “Beneficially Own” and “Beneficial Ownership” shall additionally embody report possession of securities.
(b)”Beneficial Owner” shall imply the Person who Beneficially Owns the referenced securities.
| 2. | Representations of Stockholder. The Stockholder represents and warrants to the Company that: |
(a)Ownership of Shares. The Stockholder: (i) is the Beneficial Owner of all the Original Shares set forth beneath the Stockholder’s signature on the signature pages hereto free and away from any proxy, voting restriction, hostile declare, or different Liens, aside from these created by this Agreement or underneath relevant federal or state securities legal guidelines; and (ii) has the last word voting energy over all such Original Shares or (iii) has the facility and authority to enter into, execute, and ship this Agreement and to carry out totally the Stockholder’s obligations hereunder. Except pursuant to this Agreement, there are not any choices, warrants, or different rights, agreements, preparations, or commitments of any character to which the Stockholder is a celebration regarding the pledge, disposition, or voting of any such Original Shares and there are not any voting trusts or voting agreements with respect to such Original Shares.
(b)Disclosure of All Shares Owned. The Stockholder doesn’t Beneficially Own any shares of Common Stock aside from: (i) the Original Shares set forth beneath the Stockholder’s signature on the signature pages hereto; and (ii) besides as beforehand publicly disclosed, any choices, warrants, or different rights to amass any further shares of Company Common Stock or any safety exercisable for or convertible into shares of Common Stock, set forth beneath the Stockholder’s signature on the signature pages hereto (collectively, “Options“).
(c)Power and Authority; Binding Agreement. If the Stockholder is a person, the Stockholder has full energy and authority and authorized capability to enter into, execute, and ship this Agreement and to carry out totally the Stockholder’s obligations hereunder (together with the proxy described in Section 3(b) beneath). If the Stockholder isn’t a person, the Stockholder has requisite organizational energy and authority to enter into, execute, and ship this Agreement and to carry out totally the Stockholder’s obligations hereunder (together with the proxy described in Section 3(b) beneath) This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes the authorized, legitimate, and binding obligation of the Stockholder, enforceable in opposition to the Stockholder in accordance with its phrases.
(d)No Conflict. The execution and supply of this Agreement by the Stockholder doesn’t, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof won’t, battle with or violate any legislation relevant to the Stockholder or end in any breach of or violation of, or represent a default (or an occasion that with discover or lapse of time or each would turn out to be a default) underneath, or give to others any rights of termination, modification, acceleration, or cancellation of, or end result within the creation of any Lien on any of the Shares attributable to the Stockholder pursuant to, any settlement or different instrument or obligation binding upon the Stockholder or any of the Shares attributable to the Stockholder.
(e)No Consents. No consent, approval, order, or authorization of, or registration, declaration, or submitting with, any Governmental Entity or every other Person on the a part of the Stockholder is required in reference to the legitimate execution and supply of this Agreement. If the Stockholder is a person, no consent of the Stockholder’s partner is critical underneath any “group property” or different legal guidelines to ensure that the Stockholder to enter into and carry out its obligations underneath this Agreement.
(f)No Litigation. There is not any motion, swimsuit, investigation, or continuing (whether or not judicial, arbitral, administrative, or different) pending in opposition to, or, to the data of the Stockholder, threatened in opposition to or affecting, the Stockholder that might moderately be anticipated to materially impair or materially adversely have an effect on the power of the Stockholder to carry out the Stockholder’s obligations hereunder or to consummate the transactions contemplated by this Agreement on a well timed foundation.
| 3. | Agreement to Vote Shares; Irrevocable Proxy. |
(a)Agreement to Vote and Approve. The Stockholder irrevocably and unconditionally agrees throughout the time period of this Agreement, at any annual or particular assembly of the Company and at each adjournment or postponement thereof, and on each motion or approval by written consent or consents of the Company stockholders, to vote or trigger the holder of report to vote the Shares in favor of all proposals set forth within the Company’s Schedule 14A filed on December 7, 2022.
(b)Irrevocable Proxy. The Stockholder hereby appoints the Company and any designee of the Company, and every of them individually, till the Expiration Time (as outlined beneath) (at which era this proxy shall mechanically be revoked), its proxies and attorneys-in-reality, with full energy of substitution and resubstitution, to vote or act by written consent throughout the time period of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and energy of legal professional is given to safe the efficiency of the duties of the Stockholder underneath this Agreement. The Stockholder shall take such additional motion or execute such different devices as could also be essential to effectuate the intent of this proxy. This proxy and energy of legal professional granted by the Stockholder shall be irrevocable throughout the time period of this Agreement, shall be deemed to be coupled with an curiosity adequate in legislation to assist an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Shares. The energy of legal professional granted by the Stockholder herein is a sturdy energy of legal professional and shall survive the chapter, dying, or incapacity of the Stockholder. The proxy and energy of legal professional granted hereunder shall terminate upon the termination of this Agreement.
4.No Voting Trusts or Other Arrangement. The Stockholder agrees that throughout the time period of this Agreement the Stockholder won’t, and won’t allow any entity underneath the Stockholder’s management to, deposit any of the Shares in a voting belief, grant any proxies with respect to the Shares, or topic any of the Shares to any association with respect to the voting of the Shares aside from agreements entered into with the Company.
5.Transfer and Encumbrance. The Stockholder agrees that throughout the time period of this Agreement, the Stockholder won’t, instantly or not directly, switch, promote, provide, trade, assign, pledge, convey any authorized or Beneficial Ownership curiosity in or in any other case eliminate (by merger (together with by conversion into securities or different consideration), by tendering into any tender or trade provide, by testamentary disposition, by operation of legislation, or in any other case), or encumber (“Transfer“) any of the Shares or enter into any contract, choice, or different settlement with respect to, or consent to, a Transfer of, any of the Shares or the Stockholder’s voting or financial curiosity therein. Any tried Transfer of Shares or any curiosity therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the Shares by the Stockholder to any member of the Stockholder’s fast household, to a belief for the good thing about the Stockholder or any member of the Stockholder’s fast household, upon the dying of the Stockholder or to an “affiliate” (as outlined in Rule 144) of the Stockholder; offered, {that a} Transfer referred to on this sentence shall be permitted provided that, as a precondition to such Transfer, the transferee agrees in a writing, moderately passable in type and substance to the Company and the Buyers, to be certain by all the phrases of this Agreement.
6.Additional Shares. The Stockholder agrees that every one shares of Common Stock that the Stockholder purchases, acquires the appropriate to vote, or in any other case acquires Beneficial Ownership of, after the execution of this Agreement and previous to the Expiration Time shall be topic to the phrases and situations of this Agreement and shall represent Shares for all functions of this Agreement. In the occasion of any inventory break up, inventory dividend, merger, reorganization, recapitalization, reclassification, mixture, trade of shares, or the like of the capital inventory of the Company affecting the Shares, the phrases of this Agreement shall apply to the ensuing securities and such ensuing securities shall be deemed to be “Shares” for all functions of this Agreement.
7.Termination. This Agreement shall terminate upon the earliest to happen of (the “Expiration Time“): (a) the date on which the Pre-Paid Advance Agreement is terminated in accordance with its phrases; (b) the termination of this Agreement by mutual written consent of the Parties; and (c) the date on which the Shareholder Approval is obtained. Nothing on this Section 7 shall relieve or in any other case restrict the legal responsibility of any Party for any intentional breach of this Agreement previous to such termination.
8.No Agreement as Director or Officer. The Stockholder makes no settlement or understanding on this Agreement in its capability as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such workplace), and nothing on this Agreement: (a) will restrict or have an effect on any actions or omissions taken by the Stockholder in its capability as such a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) shall be construed to ban, restrict, or limit the Stockholder from exercising its fiduciary duties as an officer or director to the Company or its stockholders.
9.Further Assurances. The Stockholder agrees, every so often, and with out further consideration, to execute and ship such further proxies, paperwork, and different devices and to take all such additional motion because the Company could moderately request to consummate and make efficient the transactions contemplated by this Agreement.
10.Stop Transfer Instructions. At all occasions commencing with the execution and supply of this Agreement and persevering with till the Expiration Time, in furtherance of this Agreement, the Stockholder hereby authorizes the Company or its counsel to inform the Company’s switch agent that there’s a cease switch order with respect to all the Shares (and that this Agreement locations limits on the voting and switch of the Shares), topic to the provisions hereof and offered that any such cease switch order and see will instantly be withdrawn and terminated by the Company following the Expiration Time.
11.Specific Performance. Each Party hereto acknowledges that it is going to be not possible to measure in cash the injury to the opposite Party if a Party hereto fails to adjust to any of the obligations imposed by this Agreement, that each such obligation is materials and that, within the occasion of any such failure, the opposite Party won’t have an enough treatment at legislation or damages. Accordingly, every Party hereto agrees that injunctive reduction or different equitable treatment, along with treatments at legislation or damages, is the suitable treatment for any such failure and won’t oppose the looking for of such reduction on the premise that the opposite Party has an enough treatment at legislation. Each Party hereto agrees that it’s going to not search, and agrees to waive any requirement for, the securing or posting of a bond in reference to the opposite Party’s looking for or acquiring such equitable reduction.
12.Amendment; Assignment. No provision of this Agreement could also be amended aside from by an instrument in writing signed by the Company and the Stockholder. No Party to this Agreement could assign any of its rights or obligations underneath this Agreement with out the prior written consent of the opposite Party hereto, besides that the Company could assign, in its sole discretion, all or any of its rights, pursuits and obligations hereunder to any of its “associates” (as outlined in Rule 144) or to any social gathering that acquires all of considerably all the property of the Company (whether or not by merger, sale of inventory, sale of property or in any other case). Subject to the previous sentence, this Agreement shall be binding upon, inure to the good thing about and be enforceable by the Parties and their respective permitted successors and assigns. Any project opposite to the provisions of this Section 12 shall be null and void.
13.Notices. Any notices, consents, waivers or different communications required or permitted to be given underneath the phrases of this Agreement have to be in writing and shall be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when despatched by piece of email (offered that such despatched e mail is stored on file (whether or not electronically or in any other case) by the sending social gathering and the sending social gathering doesn’t obtain an mechanically generated message from the recipient’s e mail server that such e-mail couldn’t be delivered to such recipient); or (iii) one (1) Business Day after deposit with an in a single day courier service with subsequent day supply specified, in every case, correctly addressed to the social gathering to obtain the identical. The addresses and e-mail addresses for such communications shall be:
If to the Company:
Canoo Inc.
15520 Highway 114
Justin, TX 76247 Attention: Hector Ruiz
E-mail: [**********]
If to the Stockholder, to the tackle, e mail tackle, or facsimile quantity set forth for the Stockholder on the signature pages hereof.
(a)Governing Law. This Agreement shall be ruled by and construed in accordance with the interior legal guidelines of the State of Delaware with out giving impact to any alternative or battle of legislation provision or rule that might trigger the applying of legal guidelines of any jurisdiction aside from these of the State of Delaware.
(b)Severability. If any time period or provision of this Agreement is invalid, unlawful, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not have an effect on every other time period or provision of this Agreement or invalidate or render unenforceable such time period or provision in every other jurisdiction. Upon such willpower that any time period or different provision is invalid, unlawful, or unenforceable, the events hereto shall negotiate in good religion to switch this Agreement in order to impact the unique intent of the events as carefully as potential in a mutually acceptable method so that the transactions contemplated hereby be consummated as initially contemplated to the best extent potential.
(c)Counterparts. This Agreement could also be executed in a number of counterparts, every of which shall be deemed to be an authentic however all of which collectively shall represent one and the identical instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first written above.
| CANOO INC. | By: | Name: | Title: | [STOCKHOLDER] | By: | Name: | Title: | Number of Shares of Common Stock Beneficially Owned as of the date of this Agreement: [__________] | Number of Options Beneficially Owned as of the date of this Agreement: [__________] | Street Address: [__________] | City/State/Zip Code: [__________] |
[Signature Page to Voting Agreement]
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