Commitment Contract Clauses (455)

Commitment. This Agreement confirms the commitment of the Sponsor, upon the terms and subject to the conditions set forth herein and in the Merger Agreement, to purchase, or to cause one or more of its respective Affiliates to purchase, prior to or at the Closing, equity interests of Parent representing 41.16% of the outstanding and issued common stock of Parent for an aggregate amount equal to the product of the Aggregate Merger Consideration (as defined below) plus related Transaction Costs (as defined... below) in immediately available funds (such sum, the "Commitment"). The Sponsor may effect the funding of the Commitment directly or indirectly through one or more of its intermediaries or Affiliates of the Sponsor, but the foregoing shall not relieve the Sponsor of its obligations to fund any portion of the Commitment except to the extent any of such intermediaries or Affiliates have actually funded such portion pursuant to and in accordance with this Agreement. The proceeds of the Commitment shall be used by Parent solely for the purpose of enabling Parent to (a) pay the total amount of Merger Consideration to consummate the Merger pursuant to and in accordance with the Merger Agreement at the time of Closing (the "Aggregate Merger Consideration"), (b) pay all other amounts required to be paid by Parent and Sub pursuant to and in accordance with the Merger Agreement, (c) pay any and all fees and expenses of Parent and Sub in connection with the Merger and the other transactions contemplated by the Merger Agreement, and (d) satisfy all of Parent and Sub's other payment obligations in connection with the Merger and the other transactions contemplated by the Merger Agreement (collectively, the "Transaction Costs"); provided, however, that the Sponsor shall not, under any circumstances, be obligated to purchase equity from Parent or otherwise provide any funds to Parent in an amount exceeding the amount of the Commitment. The term "Commitment" means an amount equal to: (i) US$37,502,844.96 (such amount, the "Maximum Commitment"); or (ii) such lesser amount as in the aggregate suffices to fully fund an amount equal to the sum of the Aggregate Merger Consideration and the Transaction Costs pursuant to, and in accordance with, the Merger Agreement and the transactions contemplated thereby. The Sponsor hereby confirms that it has available funds in an amount not less than the RMB-equivalent of the Maximum Commitment and no internal or other approval is required for it to fulfill its obligations hereunder (other than those internal or other approvals which the Sponsor has obtained as of the date hereof). Notwithstanding anything else to the contrary in this Agreement, the aggregate amount of direct or indirect liability of the Sponsor under this Agreement shall at no time exceed the amount of the Commitment less any portion thereof that has been funded by the Sponsor to Parent in accordance with the terms hereof. View More

Commitment. Based upon the foregoing responsibilities, Director shall be expected to commit an average of at least 10 hours per month to Company business. Director shall not be expected to dedicate more than 15 hours of time to Company business per month. EX-10.1 3 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 BOARD OF DIRECTORS AGREEMENT THIS BOARD OF DIRECTORS AGREEMENT ("Agreement") is made and entered into as of November 11, 2022 ("Signing Date") and effective as of the date the Company became publicly traded,... September 27, 2022 (the "Effective Date"), by and between Atlis Motor Vehicles, Inc., a Delaware corporation (the "Company") with its principal place of business located at 1828 N. Higley Rd # 116, Mesa, AZ 85205 and Britt Ide, an individual ("Director"). This Agreement replaces and supersedes any previous Board of Directors Agreements between Company and Director still in effect on the Effective Date. If re-elected, this Agreement may be renewed for successive one year terms on the same or different terms. If Director is not duly re-appointed by shareholder vote, Director's term will end ten (10) calendar days following the annual shareholders meeting. View More

Commitment. Based upon the foregoing responsibilities, Director shall be expected to commit an average of at least 10 hours per month to Company business. Director shall not be expected to dedicate more than 15 hours of time to Company business per month. EX-10.1 3 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 BOARD OF DIRECTORS AGREEMENT THIS BOARD OF DIRECTORS AGREEMENT ("Agreement") is made and entered into as of November 11, 2022 ("Signing Date") and effective as of the date the Company became publicly traded,... September 27, 2022 (the "Effective Date"), by and between Atlis Motor Vehicles, Inc., a Delaware corporation (the "Company") with its principal place of business located at 1828 N. Higley Rd # 116, Mesa, AZ 85205 and Britt Ide, an individual ("Director"). This Agreement replaces and supersedes any previous Board of Directors Agreements between Company and Director still in effect on the Effective Date. If re-elected, this Agreement may be renewed for successive one year terms on the same or different terms. If Director is not duly re-appointed by shareholder vote, Director's term will end ten (10) calendar days following the annual shareholders meeting. View More

Commitment. In connection with the foregoing, DBNY is pleased to advise you of its commitment to provide 100% of the principal amount of the Initial Term Loan Facility, upon the terms set forth or referred to in this amended and restated commitment letter (together with the exhibits attached hereto, this "Commitment Letter") and in the Summary of Principal Terms and Conditions for the Term Loan Facilities attached hereto as Exhibit B (the "Term Sheet") and subject only to the conditions set forth in the... Summary of Conditions Precedent attached hereto as Exhibit C (the "Summary of Conditions"). View More

Commitment. In connection with the foregoing, DBNY is pleased to advise you of its commitment to provide 100% of the principal amount of the Initial Term Loan Facility, upon the terms set forth or referred to in this amended and restated commitment letter (together with the exhibits attached hereto, this "Commitment Letter") and in the Summary of Principal Terms and Conditions for the Term Loan Facilities attached hereto as Exhibit B (the "Term Sheet") and subject only to the conditions set forth in the... Summary of Conditions Precedent attached hereto as Exhibit C (the "Summary of Conditions"). View More

Commitment. (a) Subject to the terms and conditions hereof, the Purchaser hereby commits to purchase up to $75,000,000, and the Company agrees to issue and sell to the Purchaser such amount of either, at the Company's sole option, (i) forward purchase units at a price per unit equal to the IPO Unit Price, consisting of Class A Shares (the "Forward Purchase Shares") and warrants (the "Forward Purchase Warrants"), with the Forward Purchase Shares having the same terms as the Public Shares offered to the... public in the IPO and, if the Public Warrants comprising the Public Units offered to the public in the IPO consist of one-half of one redeemable warrant, the Forward Purchase Warrants comprising the Forward Purchase Units will consist of one-third of one redeemable warrant, and if the Public Warrants comprising the Public Units offered to the public in the IPO consist of one-third of one redeemable warrant, the Forward Purchase Warrants comprising the Forward Purchase Units will consist of one-fourth of one redeemable warrant (such Forward Purchase Shares and Forward Purchase Warrants, collectively, the "Forward Purchase Units") or (ii) Forward Purchase Shares at a price of $9.67 per Forward Purchase Share (such Forward Purchase Shares valued at $9.67 per share, or the Forward Purchase Units, as the case may be, the "Forward Purchase Securities"). (b) If the Purchaser consents to the Business Combination as specified in Section 4(c)(iv) below, the Purchaser shall, in connection with granting such consent, specify the aggregate amount (up to $75,000,000) of the Forward Purchase Securities that the Purchaser shall purchase at Closing (as defined below) (such specified amount is referred to herein as the "Purchase Price"). At least 10 business days prior to the Closing after the Company has received the Purchaser's consent as described in Section 4(c)(iv) below, the Company will provide written notice to the Purchaser, which may be given by email, specifying whether it has elected to issue the Purchaser Forward Purchase Units or Forward Purchase Shares as provided in Section 1(a) hereof. View More

Commitment. (a) Subject to the terms and conditions hereof, the Purchaser hereby commits to purchase up to $75,000,000, and the Company agrees to issue and sell to the Purchaser such amount of either, at the Company's sole option, (i) forward purchase units at a price per unit equal to the IPO Unit Price, consisting of Class A Shares (the "Forward Purchase Shares") and warrants (the "Forward Purchase Warrants"), with the Forward Purchase Shares having the same terms as the Public Shares offered to the... public in the IPO and, if the Public Warrants comprising the Public Units offered to the public in the IPO consist of one-half of one redeemable warrant, the Forward Purchase Warrants comprising the Forward Purchase Units will consist of one-third of one redeemable warrant, and if the Public Warrants comprising the Public Units offered to the public in the IPO consist of one-third of one redeemable warrant, the Forward Purchase Warrants comprising the Forward Purchase Units will consist of one-fourth of one redeemable warrant (such Forward Purchase Shares and Forward Purchase Warrants, collectively, the "Forward Purchase Units") or (ii) Forward Purchase Shares at a price of $9.67 per Forward Purchase Share (such Forward Purchase Shares valued at $9.67 per share, or the Forward Purchase Units, as the case may be, the "Forward Purchase Securities"). (b) If the Purchaser consents to the Business Combination as specified in Section 4(c)(iv) below, the Purchaser shall, in connection with granting such consent, specify the aggregate amount (up to $75,000,000) of the Forward Purchase Securities that the Purchaser shall purchase at Closing (as defined below) (such specified amount is referred to herein as the "Purchase Price"). At least 10 business days prior to the Closing after the Company has received the Purchaser's consent as described in Section 4(c)(iv) below, the Company will provide written notice to the Purchaser, which may be given by email, specifying whether it has elected to issue the Purchaser Forward Purchase Units or Forward Purchase Shares as provided in Section 1(a) hereof. View More

Commitment. In connection with the foregoing, (a) (i) each of Bank of America, JPMCB and WF Bank is pleased to advise you of its several commitment to provide 40%, 30% and 30% of the aggregate principal amount of Tranche A of the Bridge Facility, respectively and (ii) each of Bank of America, JPMCB and WF Bank is pleased to advise you of its several commitment to provide 40%, 30% and 30% of the aggregate principal amount of Tranche B of the Bridge Facility, respectively (in each case of clauses (i) and... (ii) above, in such capacity, the "Initial Lenders"), (b) Bank of America, N.A. is pleased to advise you of its willingness, and you hereby engage Bank of America, N.A., to act as the sole and exclusive administrative agent with respect to the Bridge Facility (in such capacity, the "Administrative Agent"), all upon and subject to the terms and conditions set forth in this Commitment Letter, and (c) each of BofA Securities, JPMCB and WF Securities is also pleased to advise you of its willingness, and you hereby engage BofA Securities, JPMCB and WF Securities, to arrange and act as the joint lead arrangers and joint bookrunners (in such capacity, the "Lead Arrangers") for the Bridge Facility, and in connection therewith to form a syndicate of lenders for the Bridge Facility in accordance with Section 2 of this Commitment Letter (collectively, the "Lenders"), including Bank of America, JPMCB and WF Bank. It is understood and agreed that (x) BofA Securities will have "lead left" placement on all marketing materials relating to the Bridge Facility and (y) no additional agents, co-agents or arrangers will be appointed and no other titles will be awarded with respect to the Bridge Facility without our and your mutual consent. You agree that JPMCB may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC. The commitments of the Initial Lenders in respect of the Bridge Facility and the undertaking of the Lead Arrangers to provide the services described herein are subject only to the satisfaction of each of the conditions precedent set forth in Section 5 below. In addition, each Initial Lender in each of its capacities as a Lender (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, hereby irrevocably consents to the Amendment and agrees to execute a counterpart to the Amendment (on the terms set forth in the Summary of Amendment Terms attached hereto); provided that (x) any additional terms or conditions to the Amendment and (y) the definitive documentation of such Amendment shall, in each case, be satisfactory to such Initial Lender in its capacity as a Lender under the Existing Credit Agreement; provided further that each such Initial Lender acknowledges and agrees that the terms, conditions and form of an Amendment in substantially the form of Annex I to the Summary of Amendment Terms are satisfactory. Each Initial Lender agrees that if it assigns any portion of its Revolving Commitment (as defined in the Existing Credit Agreement) prior to the effective date of the Amendment, any such assignment shall be subject to the assignee irrevocable consenting to the Amendment. Any such assignment that does not comply with the foregoing sentence shall be void ab initio. You hereby also agree to retain the Commitment Parties, on an exclusive basis and with economics to be mutually agreed, as joint lead arrangers and joint book-running managers of any credit facility or other bank borrowings or commitments to be entered into by the Borrower or its subsidiaries, in each case, in connection with the Acquisition or the other Transactions contemplated by this Commitment Letter (including any Bank Financings in connection with refinancing any debt incurred in connection with the Transactions or to refinance or replace the Bridge Facility but excluding, for the avoidance of doubt, any amendment and extension of the Existing Credit Agreement) or any similar transaction in which you or any of your affiliates acquires, directly or indirectly, all or any substantial portion of the stock or assets of the Acquired Companies (a "Bank Financing"). View More

Commitment. In connection with the foregoing, (a) (i) each of Bank of America, JPMCB and WF Bank is pleased to advise you of its several commitment to provide 40%, 30% and 30% of the aggregate principal amount of Tranche A of the Bridge Facility, respectively and (ii) each of Bank of America, JPMCB and WF Bank is pleased to advise you of its several commitment to provide 40%, 30% and 30% of the aggregate principal amount of Tranche B of the Bridge Facility, respectively (in each case of clauses (i) and... (ii) above, in such capacity, the "Initial Lenders"), (b) Bank of America, N.A. is pleased to advise you of its willingness, and you hereby engage Bank of America, N.A., to act as the sole and exclusive administrative agent with respect to the Bridge Facility (in such capacity, the "Administrative Agent"), all upon and subject to the terms and conditions set forth in this Commitment Letter, and (c) each of BofA Securities, JPMCB and WF Securities is also pleased to advise you of its willingness, and you hereby engage BofA Securities, JPMCB and WF Securities, to arrange and act as the joint lead arrangers and joint bookrunners (in such capacity, the "Lead Arrangers") for the Bridge Facility, and in connection therewith to form a syndicate of lenders for the Bridge Facility in accordance with Section 2 of this Commitment Letter (collectively, the "Lenders"), including Bank of America, JPMCB and WF Bank. It is understood and agreed that (x) BofA Securities will have "lead left" placement on all marketing materials relating to the Bridge Facility and (y) no additional agents, co-agents or arrangers will be appointed and no other titles will be awarded with respect to the Bridge Facility without our and your mutual consent. You agree that JPMCB may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC. The commitments of the Initial Lenders in respect of the Bridge Facility and the undertaking of the Lead Arrangers to provide the services described herein are subject only to the satisfaction of each of the conditions precedent set forth in Section 5 below. In addition, each Initial Lender in each of its capacities as a Lender (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, hereby irrevocably consents to the Amendment and agrees to execute a counterpart to the Amendment (on the terms set forth in the Summary of Amendment Terms attached hereto); provided that (x) any additional terms or conditions to the Amendment and (y) the definitive documentation of such Amendment shall, in each case, be satisfactory to such Initial Lender in its capacity as a Lender under the Existing Credit Agreement; provided further that each such Initial Lender acknowledges and agrees that the terms, conditions and form of an Amendment in substantially the form of Annex I to the Summary of Amendment Terms are satisfactory. Each Initial Lender agrees that if it assigns any portion of its Revolving Commitment (as defined in the Existing Credit Agreement) prior to the effective date of the Amendment, any such assignment shall be subject to the assignee irrevocable consenting to the Amendment. Any such assignment that does not comply with the foregoing sentence shall be void ab initio. You hereby also agree to retain the Commitment Parties, on an exclusive basis and with economics to be mutually agreed, as joint lead arrangers and joint book-running managers of any credit facility or other bank borrowings or commitments to be entered into by the Borrower or its subsidiaries, in each case, in connection with the Acquisition or the other Transactions contemplated by this Commitment Letter (including any Bank Financings in connection with refinancing any debt incurred in connection with the Transactions or to refinance or replace the Bridge Facility but excluding, for the avoidance of doubt, any amendment and extension of the Existing Credit Agreement) or any similar transaction in which you or any of your affiliates acquires, directly or indirectly, all or any substantial portion of the stock or assets of the Acquired Companies (a "Bank Financing"). View More

Commitment. This Agreement confirms the commitment of the Sponsor, upon the terms and subject to the conditions set forth herein and in the Merger Agreement, to purchase, or to cause one or more of its respective Affiliates to purchase, prior to or at the Closing, equity interests of Parent representing 41.16% of the outstanding and issued common stock of Parent for an aggregate amount equal to the product of the Aggregate Merger Consideration (as defined below) plus related Transaction Costs (as defined... below) in immediately available funds (such sum, the "Commitment"). The Sponsor may effect the funding of the Commitment directly or indirectly through one or more of its intermediaries or Affiliates of the Sponsor, but the foregoing shall not relieve the Sponsor of its obligations to fund any portion of the Commitment except to the extent any of such intermediaries or Affiliates have actually funded such portion pursuant to and in accordance with this Agreement. The proceeds of the Commitment shall be used by Parent solely for the purpose of enabling Parent to (a) pay the total amount of Merger Consideration to consummate the Merger pursuant to and in accordance with the Merger Agreement at the time of Closing (the "Aggregate Merger Consideration"), (b) pay all other amounts required to be paid by Parent and Sub pursuant to and in accordance with the Merger Agreement, (c) pay any and all fees and expenses of Parent and Sub in connection with the Merger and the other transactions contemplated by the Merger Agreement, and (d) satisfy all of Parent and Sub's other payment obligations in connection with the Merger and the other transactions contemplated by the Merger Agreement (collectively, the "Transaction Costs"); provided, however, that the Sponsor shall not, under any circumstances, be obligated to purchase equity from Parent or otherwise provide any funds to Parent in an amount exceeding the amount of the Commitment. The term "Commitment" means an amount equal to: (i) US$37,502,844.96 (such amount, the "Maximum Commitment"); or (ii) such lesser amount as in the aggregate suffices to fully fund an amount equal to the sum of the Aggregate Merger Consideration and the Transaction Costs pursuant to, and in accordance with, the Merger Agreement and the transactions contemplated thereby. The Sponsor hereby confirms that it has available funds in an amount not less than the RMB-equivalent of the Maximum Commitment and no internal or other approval is required for it to fulfill its obligations hereunder (other than those internal or other approvals which the Sponsor has obtained as of the date hereof). Notwithstanding anything else to the contrary in this Agreement, the aggregate amount of direct or indirect liability of the Sponsor under this Agreement shall at no time exceed the amount of the Commitment less any portion thereof that has been funded by the Sponsor to Parent in accordance with the terms hereof. View More