Item 1.01. Entry into a Material Definitive Agreement.

Xos, Inc. (the "Company") previously issued a convertible promissory note (the
"Original Note") to Aljomaih Automotive Co. ("Aljomaih") on August 11, 2022,
pursuant to the note purchase agreement, dated August 9, 2022, by and between
the Company and Aljomaih. On September 28, 2022, the Company and Aljomaih agreed
to amend and restate the Original Note (the "Amended and Restated Note") to,
among other things, adjust the calculation of the shares of the Company's common
stock issuable as interest (the "Interest Shares"). The Amended and Restated
Note provides that if (x) the 10-day volume weighted average price ending on the
trading day immediately prior to the applicable payment date (the "10-day VWAP")
is greater than or equal to the Nasdaq Minimum Price (as defined in the Amended
and Restated Note) or (y) the Company has received the requisite approval from
its stockholders to issue Interest Shares below the conversion price or to issue
more than 19.99% of the outstanding shares of Common Stock at an issue price
below the Nasdaq Minimum Price, the number of Interest Shares to be issued shall
be calculated based on the 10­Day VWAP; otherwise, the number of Interest Shares
to be issued shall be based on the Nasdaq Minimum Price.

The foregoing description of the Amended and Restated Note is qualified in its
entirety by reference to the full text of such agreement, which is attached to
this Current Report on Form 8-K as Exhibit 4.1 and which is incorporated herein
by reference.


Item 9.01.     Financial Statements and Exhibits.


Exhibit No.             Description
4.1                       Amended and Restated Convertible Promissory Note,

dated as of September 28,


                        2022, by and between Xos, Inc. and Aljomaih Automotive Co.
104                     iXBRL language is updated in the Exhibit Index

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