Canoo Inc. announced that it has entered into a securities purchase agreement with certain special purpose vehicles managed by entities affiliated with Tony Aquila to issue 10,000 Series C Cumulative Perpetual Redeemable Preferred Stock at an issue price of $1,000 per share share for the gross proceeds of $10,000,000 and pursuant to which the Company issued warrants to purchase in the aggregate 4,473,272 shares of Common Stock on April 9, 2024. Each Holder has the right, at its option, to convert its Preferred Stock, in whole or in part, into fully paid and non-assessable shares of Common Stock at a conversion price equal to the lesser of (i) 120% of the average of the closing sale prices per share of the Common Stock for the ten consecutive trading days immediately preceding the conversion the Conversion Price shall be determined based on 100% of the Average Common Stock Price instead of 120% and (ii) $2.2355 provided that in no event shall the Conversion Price be less than $2.00. The Conversion Price is subject to customary adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.

The Preferred Stock cannot be converted if such conversion would result in an issuance of Common Stock above the Exchange Cap. In addition, in connection with the Purchase Agreement, the Company will issue to the Purchasers Warrants to purchase in the aggregate 4,473,272 shares of Common Stock at an exercise price of $2.2355.The warrants will be immediately exercisable upon issuance and will expire five years from such issuance. The Warrants include customary adjustment provisions for stock splits, combinations and similar events.

The conversion of shares shall not be less than $2.33 per share. The issuance of the Preferred Shares and Warrants was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Each Purchaser represented to the Company that they are each an ?accredited investor?

as defined in Rule 501 of the Securities Act and that each of the Preferred Shares and Warrants were acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.