REE Automotive Ltd. announced that it has entered into a Securities Purchase Agreement with with certain investors to issue and sell 10% convertible promissory notes in the principal amount of $8,000,000 and warrants to purchase up to an aggregate of 1,571,710 of the Registrant?s Class A ordinary shares on November 27, 2023. The securities described herein have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements. The Registrant has agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the ordinary shares issuable upon conversion of the notes and the ordinary shares underlying the warrants within thirty business days of the closing.

The notes will have a term of five years and bears 10% interest and are convertible into ordinary shares at a conversion price of $5.09 per share. The investor desires to purchase the note and the warrant on the terms and conditions set forth in this agreement pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder. The conversion price of the notes is subject to customary adjustments, and the notes contain customary anti-dilution protections in the event of certain equity issuances by the Registrant at a price less than the conversion price then in effect.

The warrants will be immediately exercisable at an exercise price of $4.42 per ordinary share and will have a term of five years from the date of issuance.