ELIO / Elio Motors, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

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Exhibit 6.48 ‘

ADD EXHB

Exhibit 6.47

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2021 ELIO MOTORS, INC. (Exact name of registrant as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2021 ELIO MOTORS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1288581 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 2942 North

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2021 ELIO MOTORS, INC. (Exact name of registrant as specified in its charter

1-SA 1 form1-sa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2021 ELIO MOTORS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1288581 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 2942

Fifth Amendment to Second Loan Extension Agreement with CH Capital Lending, LLC dated October 15, 2021

Exhibit 6.1

Amended Forbearance Agreement with Revitalizing Auto Communities Environmental Response Trust dated October 15, 2021

Exhibit 6.3

ADD EXHB

Exhibit 6.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2019 ELIO MOTORS, INC. (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2019 ELIO MOTORS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1288581 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2018 ELIO MOTORS, INC. (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2018 ELIO MOTORS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1288581 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Numb

We consent to the use in this Annual Report on Form 1-K of Elio Motors, Inc. of our report dated September 7, 2021, relating to our audit of the financial statements of Elio Motors, Inc. as of December 31, 2018 and for the year ending December 31, 20

Exhibit 11.1 We consent to the use in this Annual Report on Form 1-K of Elio Motors, Inc. of our report dated September 7, 2021, relating to our audit of the financial statements of Elio Motors, Inc. as of December 31, 2018 and for the year ending December 31, 2018. /s/ M&K CPAS, PLLC Houston, TX September 7, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2020 ELIO MOTORS, INC. (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2020 ELIO MOTORS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1288581 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Numb

We consent to the use in this Annual Report on Form 1-K of Elio Motors, Inc. of our report dated September 7, 2021, relating to our audit of the financial statements of Elio Motors, Inc. as of December 31, 2019 and for the year ending December 31, 20

Exhibit 11.1 We consent to the use in this Annual Report on Form 1-K of Elio Motors, Inc. of our report dated September 7, 2021, relating to our audit of the financial statements of Elio Motors, Inc. as of December 31, 2019 and for the year ending December 31, 2019. /s/ M&K CPAS, PLLC Houston, TX September 7, 2021

ADD EXHB

Exhibit 6.43

We consent to the use in this Annual Report on Form 1-K of Elio Motors, Inc. of our report dated September 7, 2021, relating to our audit of the financial statements of Elio Motors, Inc. as of December 31, 2018 and for the year ending December 31, 20

Exhibit 11.1 We consent to the use in this Annual Report on Form 1-K of Elio Motors, Inc. of our report dated September 7, 2021, relating to our audit of the financial statements of Elio Motors, Inc. as of December 31, 2018 and for the year ending December 31, 2018. /s/ M&K CPAS, PLLC Houston, TX September 7, 2021

ELIO / Elio Motors Inc EX1SA-6 MAT CTRCT

Exhibit 6.45 THIRD AMENDMENT TO SECOND LOAN EXTENSION AGREEMENT This Third Amendment to Second Loan Extension Agreement (“Third Amendment to SLEA”) is made as of this 7th day of November, 2018, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”). RECITALS A. Bor

ELIO / Elio Motors Inc EX1SA-6 MAT CTRCT

Exhibit 6.46 FIFTH AMENDMENT TO LEASE AGREEMENT This Fifth Amendment to Lease Agreement (“Fifth Amendment”), is entered into as of the 7th day of November, 2018 (“Effective Date”), by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”). RECITALS: A. Landlord and Tenant entered into that certain Lease

ELIO / Elio Motors Inc 1-SA

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2018 ELIO MOTORS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1288581 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 2942 No

ELIO / Elio Motors Inc EX1SA-6 MAT CTRCT

Exhibit 6.43 AMENDED FORBEARANCE AGREEMENT This Amended Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of August, 2018 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”). RECITALS A. RACER Properties LLC, an affiliate of RACER, and Elio are parties to that certain Purchase and Sale Agreem

ELIO / Elio Motors Inc EX1SA-6 MAT CTRCT

Exhibit 6.44 SECOND AMENDMENT TO PROMISSORY NOTE THIS SECOND AMENDMENT TO PROMISSORY NOTE (this “Second Amendment”) is executed effective as of the 1st day of August, 2018 (the “Effective Date”), by and between Elio Motors, Inc. (“Maker”) and Revitalizing Auto Communities Environmental Response Trust (“Holder”). RECITALS A. Pursuant to a Promissory Note made by Maker payable to the order of Holder

ELIO / Elio Motors Inc EXHIBIT 6.37

Exhibit 6.37 AMENDED FORBEARANCE AGREEMENT This Amended Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of January, 2018 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”). RECITALS A. RACER Properties LLC, an affiliate of RACER, and Elio are parties to that certain Purchase and Sale Agree

ELIO / Elio Motors Inc EXHIBIT 11.1

Exhibit 11.1 Consent of Independent Auditors We consent to the use in this Annual Report on Form 1-K of Elio Motors, Inc. of our report dated June 7, 2018, relating to our audit of the financial statements of Elio Motors, Inc. as of December 31, 2017 and for the year ending December 31, 2017. /s/ M&K CPAS, PLLC Houston, TX June 7, 2018

Certificate of Incorporation

Exhibit 2.1 CERTIFICATE OF INCORPORATION OF ELIO MOTORS, INC. FIRST: The name of the Corporation is Elio Motors, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 2140 South DuPont Highway, Kent County, Camden, Delaware 19934. The name of its initial registered agent at such address is Paracorp Incorporated. THIRD: The nature of t

ELIO / Elio Motors Inc EXHIBIT 6.33

Exhibit 6.33 FORBEARANCE AGREEMENT This Forbearance Agreement (this “Agreement”) is made effective as of the 1st day of July, 2017 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”). RECITALS A. RACER Properties LLC , an affiliate of RACER, and Elio are parties to that certain Purchase and Sale Agreement dated Februar

ELIO / Elio Motors Inc EXHIBIT 6.35

Exhibit 6.35 SECOND AMENDMENT TO SECOND LOAN EXTENSION AGREEMENT This Second Amendment to Second Loan Extension Agreement (“Second Amendment to SLEA”) is made as of this 30th day of April, 2018, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”). RECITALS A. Bo

ELIO / Elio Motors Inc EXHIBIT 3.8

Exhibit 3.8 ELIO MOTORS, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned Chief Financial Officer and Secretary of Elio Motors, Inc., a corporation formed under the laws of the State of Delaware (the “Corporation”), hereby certifies that the b

ELIO / Elio Motors Inc EXHIBIT 6.39

Exhibit 6.39 FOURTH AMENDMENT TO LEASE AGREEMENT This Fourth Amendment to Lease Agreement (“Fourth Amendment”), is entered into as of the 30th day of April, 2018 (“Effective Date”), by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”). RECITALS: A. Landlord and Tenant entered into that certain Lease

ELIO / Elio Motors Inc EXHIBIT 3.6

Exhibit 3.6 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of November 17, 2016 (the “Agreement”), is entered into by and among ELIO MOTORS, INC., an Arizona corporation (the “Company”), and SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company and its permitted assignees (the “Holder” or “Holders”). This Agreement is made pursuant to the Preferred Stock a

ELIO / Elio Motors Inc PART II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2017 ELIO MOTORS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1288581 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Numb

Amended and Restated Bylaws

Exhibit 2.2 AMENDED AND RESTATED BYLAWS OF ELIO MOTORS, INC. Incorporated under the Laws of the State of Delaware ARTICLE I OFFICES AND RECORDS SECTION 1.1. Registered Office. The initial registered office of the Corporation in the State of Delaware, and the name of its initial registered agent at such location, shall be as set forth in the Corporation’s Certificate of Incorporation, as it may be

ELIO / Elio Motors Inc EXHIBIT 6.40

Exhibit 6.40 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

ELIO / Elio Motors Inc EXHIBIT 6.36

Exhibit 6.36 AMENDED FORBEARANCE AGREEMENT This Amended Forbearance Agreement (this “Agreement”) is made effective as of the 30th day of September, 2017 (the “Effective Date”), between Revitalizing Auto Communities Environmental Response Trust (“RACER”) and Elio Motors, Inc. (“Elio”). RECITALS A. RACER Properties LLC, an affiliate of RACER, and Elio are parties to that certain Purchase and Sale Ag

ELIO / Elio Motors Inc EXHIBIT 3.7

Exhibit 3.7 ELIO MOTORS, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned Chief Financial Officer and Secretary of Elio Motors, Inc., a corporation formed under the laws of the State of Delaware (the “Corporation”), hereby certifies that the b

ELIO / Elio Motors Inc EXHIBIT 11.2

Exhibit 11.2 Consent of Independent Auditors We consent to the use in this Annual Report on Form 1-K of Elio Motors, Inc. of our report dated April 28, 2017, relating to our audit of the financial statements of Elio Motors, Inc. as of December 31, 2016 and for the years ending December 31, 2016 and 2015. /s/ Eide Bailly LLP Denver, Colorado June 7, 2018

ELIO / Elio Motors Inc EXHIBIT 6.38

Exhibit 6.38 THIRD AMENDMENT TO LEASE AGREEMENT This Third Amendment to Lease Agreement (“Third Amendment”), is entered into as of the 28th day of December 2017 (“Effective Date”), by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”). RECITALS: A. Landlord and Tenant entered into that certain Lease

ELIO / Elio Motors Inc EXHIBIT 6.32

Exhibit 6.32 INDEMNIFICATION AGREEMENT ELIO MOTORS, INC. THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2017 between ELIO MOTORS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH: WHEREAS, the Company has asked Indemnitee to serve as a member of the Board of Directors and/or an executive officer of the Company, and Indemnitee is able,

ELIO / Elio Motors Inc RW

ELIO MOTORS, INC. 2942 North 24th Street, Suite 114-700 Phoenix, AZ 85016 April 25, 2018 VIA E-MAIL AND EDGAR SUBMISSION Securities and Exchange Commission Attention: Mr. J. Nolan McWilliams, Attorney-Advisor, Office of Transportation and Leisure Division of Corporate Finance 100 F Street N.W. Washington, D.C. 20549 Re: Elio Motors, Inc. Withdrawal of Registration Statement on Form S-1, File No. 3

Elio Motors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2017 ELIO MOTORS, INC. (Exact name of issuer as specified in its charter) Delaware 27-1288581 State of other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 2942 North 24 th Street, Suite 114

Elio Motors FIRST AMENDMENT TO SECOND LOAN EXTENSION AGREEMENT

Exhibit 6.34 FIRST AMENDMENT TO SECOND LOAN EXTENSION AGREEMENT This First Amendment to Second Loan Extension Agreement (? Agreement?) is made as of this 11th day of August, 2017, by and between ELIO MOTORS, INC., an Arizona corporation (? Borrower?), and CH CAPITAL LENDING, LLC, a Delaware limited liability company (together with its successors and assigns, ? Lender?). RECITALS A. Borrower and Le

REGISTRATION RIGHTS AGREEMENT

Exhibit 4.8 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of November 17, 2016 (the “Agreement”), is entered into by and among ELIO MOTORS, INC., an Arizona corporation (the “Company”), and SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company and its permitted assignees (the “Holder” or “Holders”). This Agreement is made pursuant to the Preferred Stock a

AMENDED AND RESTATED ELIO MOTORS, INC. Incorporated under the Laws of the State of Delaware

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ELIO MOTORS, INC. Incorporated under the Laws of the State of Delaware ARTICLE I OFFICES AND RECORDS SECTION 1.1. Registered Office. The initial registered office of the Corporation in the State of Delaware, and the name of its initial registered agent at such location, shall be as set forth in the Corporation’s Certificate of Incorporation, as it may be

ELIO MOTORS, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 4.9 ELIO MOTORS, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned Chief Financial Officer and Secretary of Elio Motors, Inc., a corporation formed under the laws of the State of Delaware (the “Corporation”), hereby certifies that the b

INDEMNIFICATION AGREEMENT ELIO MOTORS, INC.

EX-10.32 7 s001747x1ex10-32.htm EXHIBIT 10.32 Exhibit 10.32 INDEMNIFICATION AGREEMENT ELIO MOTORS, INC. THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2017 between ELIO MOTORS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH: WHEREAS, the Company has asked Indemnitee to serve as a member of the Board of Directors and/or an executive o

Elio Motors, Inc. Code of Business Conduct and Ethics

Exhibit 14.1 Elio Motors, Inc. Code of Business Conduct and Ethics A goal of Elio Motors, Inc. (the “Company”) is to promote professional and ethical conduct with respect to its business practices worldwide. This code provides ethical standards to which all of our executive officers, including our principal executive, financial and accounting officers, our directors, our financial managers and all

FORBEARANCE AGREEMENT

Exhibit 10.33 FORBEARANCE AGREEMENT This Forbearance Agreement (this ?Agreement?) is made effective as of the 1st day of July, 2017 (the ?Effective Date?), between Revitalizing Auto Communities Environmental Response Trust (?RACER?) and Elio Motors, Inc. (?Elio?). RECITALS A. RACER Properties LLC , an affiliate of RACER, and Elio are parties to that certain Purchase and Sale Agreement dated Februa

CERTIFICATE OF INCORPORATION ELIO MOTORS, INC.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ELIO MOTORS, INC. FIRST: The name of the Corporation is Elio Motors, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 2140 South DuPont Highway, Kent County, Camden, Delaware 19934. The name of its initial registered agent at such address is Paracorp Incorporated. THIRD: The nature of t

As filed with the Securities and Exchange Commission on August 3, 2017.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 3, 2017.

ELIO MOTORS, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 4.7 ELIO MOTORS, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned Chief Financial Officer and Secretary of Elio Motors, Inc., a corporation formed under the laws of the State of Delaware (the “Corporation”), hereby certifies that the b

Elio Motors EXHIBIT 6.1

Exhibit 6.1 FORBEARANCE AGREEMENT This Forbearance Agreement (this ? Agreement?) is made effective as of the 31st day of May, 2017 (the ? Effective Date?), between Revitalizing Auto Communities Environmental Response Trust (? RACER?) and Elio Motors, Inc. (? Elio?). RECITALS A. RACER Properties LLC, an affiliate of RACER, and Elio are parties to that certain Purchase and Sale Agreement dated Febru

Elio Motors EXHIBIT 6.2

Exhibit 6.2 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (?Third Amendment?) is executed effective as of this 31 st day of May , 2017 (the ?Effective Date ?), by and between ELIO MOTORS, INC . (?Buyer?) and RACER PROPERTIES LLC (?Seller?). RECITALS A. Pursuant to a Purchase and Sale Agreement dated February 28, 2013, as amended by letters dated

Elio Motors II

EXPLANATORY NOTE The purpose of this Amendment No. 1 to the Company?s Annual Report on Form 1-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on May 1, 2017 (the ?Form 1-K?), is to correct errors found on the 2016 Balance Sheet and the Statements of Changes in Stockholders' Deficit. No other changes have been made to the Form 1-K. This Amendment No.

Elio Motors II

EXPLANATORY NOTE The purpose of this Amendment No. 2 to the Company?s Annual Report on Form 1-K/A for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission on July 15, 2016 (the ?Form 1-K/A?), is to furnish restated audited financial statements in Item 7. While changes have been made throughout the Form 1-K/A to conform the information therein to the restated a

PERSONAL CONTINUING GUARANTY

Exhibit 6.18 PERSONAL CONTINUING GUARANTY Merchant: Elio Motors, Inc. Merchant Account No.: 1164460101181859796 Account Open date: Oct 18, 2012 Guarantor Name: Stuart Lichter Guarantor Address: Guarantor Date of Birth: Guarantor Social Security Number: For good and valuable consideration, and as an inducement for PayPal Inc. (PayPal) to (1) continue to do business with the Merchant and Guarantor n

SECOND LOAN EXTENSION AGREEMENT

Exhibit 6.29 SECOND LOAN EXTENSION AGREEMENT THIS SECOND LOAN EXTENSION AGREEMENT (this ?Agreement?) is entered into as of this 27th day of April, 2017 (the ?Effective Date?), by and between ELIO MOTORS, INC., an Arizona corporation (?Borrower?) and CH Capital Lending, LLC, a Delaware limited liability company (together with its successors and assigns, ?Lender?). RECITALS: A. Borrower and GemCap L

SECOND AMENDMENT TO LEASE AGREEMENT

Exhibit 6.25 SECOND AMENDMENT TO LEASE AGREEMENT This Second Amendment to Lease Agreement (“Second Amendment”), is entered into as of the 17th day of November 2016 (“Effective Date”), by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (“Landlord”) and ELIO MOTORS, INC., an Arizona corporation (“Tenant”). RECITALS: A. Landlord and Tenant entered into that certain Lea

LOAN EXTENSION AGREEMENT

Exhibit 6.24 LOAN EXTENSION AGREEMENT THIS LOAN EXTENSION AGREEMENT (this ?Agreement?) is entered into as of this 10th day of November, 2016 (the ?Effective Date?), by and between ELIO MOTORS, INC., an Arizona corporation (?Borrower?) and CH Capital Lending, LLC, a Delaware limited liability company (together with its successors and assigns, ?Lender?). RECITALS: A. Borrower and GemCap Lending I, L

FORBEARANCE AGREEMENT

Exhibit 6.26 FORBEARANCE AGREEMENT This Forbearance Agreement (this ?Agreement?) is made effective as of the 1st day of December, 2016 (the ?Effective Date?), between Revitalizing Auto Communities Environmental Response Trust (?RACER?) and Elio Motors, Inc. (?Elio?). RECITALS A. Racer Properties LLC, an affiliate of RACER, and Elio are parties to that certain Purchase and Sale Agreement dated Febr

ELIO MOTORS, INC. 2016 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

Exhibit 6.17 ELIO MOTORS, INC. 2016 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company?s business. 2. Definitions. The following definitions shall apply as used herein and in the indiv

CORPORATION COMMISSION FILFD FEB 2 8 Z017 HIE DO NOT WRITE ABOVE THIS LINE; RESERVED FOR ACC LISS ONLY. ARTICLES OF AMENDMENT FOR-PROFIT CORPORATION Read the Instructions o_j_4i 1. ENTITY NAME - give the exact name of the corporation as currently sho

Exhibit 3.6 CORPORATION COMMISSION FILFD FEB 2 8 Z017 HIE DO NOT WRITE ABOVE THIS LINE; RESERVED FOR ACC LISS ONLY. ARTICLES OF AMENDMENT FOR-PROFIT CORPORATION Read the Instructions oj4i 1. ENTITY NAME - give the exact name of the corporation as currently shown in A.C.C. records: Elio Motors, Inc. 15610344 2. A.C.C. FILE NUMBER: Find the A.C.C. file number on the upper corner of filed documents O

OPTION AGREEMENT

Exhibit 6.19 OPTION AGREEMENT This Option Agreement (this ?Agreement?) is entered into effective as of the 10th day of May, 2016, by and between ELIO MOTORS, INC., an Arizona corporation (the ?Company?) and STUART LICHTER (?Optionee?). 1. Grant of Option. In consideration of the Personal Continuing Guaranty in the amount of $5,000,000 given by Optionee to induce PayPal to release $4,000,000 from t

AZ CORPORATION COMMISSION FILED

Exhibit 3.7 AZ CORPORATION COMMISSION FILED MAR 1 0 2017 15c0 KENO.- 00 NOT WRITE ABOVE THIS LINE; RESERVE) FOR ACC USE ONLY. ARTICLES OF AMENDMENT FOR-PROFIT CORPORATION Read the Instructions c041 1. ENTITY NAME - give the exact name of the corporation as currently shown in A.C.C. records: Elio Motors, Inc. 15610344 2. A.C.C. FILE NUMBER: Find the A.C.C. file number on the upper corner of filed d

COMMON STOCK PURCHASE WARRANT ELIO MOTORS, INC.

Exhibit 3.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

PART II INFORMATION TO BE INCLUDED IN REPORT

PART II INFORMATION TO BE INCLUDED IN REPORT Item 1. Business Corporate Background and General Overview Motivated by the belief that America can engineer and build a high quality, reliable, safe, eco-friendly and affordable vehicle for everyone, engineering veteran Paul Elio founded Elio Motors, Inc. as an Arizona corporation in October 2009. Today, Elio Motors is an American vehicle design and ma

INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

Exhibit 6.21 INDEPENDENT CONTRACTOR CONSULTING AGREEMENT This Independent Contractor Consulting Agreement is made effective as of June 1, 2016 (the ?Effective Date?) by and between ELIO MOTORS, INC., an Arizona corporation, 2942 North 24th Street, Suite 114-700, Phoenix, Arizona 85016 (?Company?); and HARI IYER, 4261 Ruthelma Ave, Palo Alto, CA 94306 (?Contractor?). RECITALS A. Company engages in

AMENDMENT TO OPTION AGREEMENTS

Exhibit 6.20 AMENDMENT TO OPTION AGREEMENTS This Amendment to Option Agreements (this “Amendment”) is entered into effective as of the day of May, 2016, by and between ELIO MOTORS, INC., an Arizona corporation (the “Company”), and STUART LICHTER (“Optionee”). RECITALS A. The Company and Optionee entered into an Option Agreement as of December 15, 2014, pursuant to which the Company granted Optione

LOAN EXTENSION AGREEMENT

Exhibit 6.28 LOAN EXTENSION AGREEMENT This Loan Extension Agreement (?Agreement?) is made as of this 19th day of April, 2017, by and between ELIO MOTORS, INC., an Arizona corporation (?Borrower?), and STUART LICHTER (?Lender?). RECITALS A. Borrower has executed and delivered the following promissory notes, all of which accrue interest at 10% per annum and were due September 30, 2017 (the ?Notes?):

CONVERTIBLE UNSECURED NOTE DUE SEPTEMBER 30, 2022

Exhibit 6.23 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

FORBEARANCE AGREEMENT

Exhibit 6.27 FORBEARANCE AGREEMENT This Forbearance Agreement (this ?Agreement?) is made effective as of the 1st day of March, 2017 (the ?Effective Date?), between Revitalizing Auto Communities Environmental Response Trust (?RACER?) and Elio Motors, Inc. (?Elio?). RECITALS A. Racer Properties LLC, an affiliate of RACER, and Elio are parties to that certain Purchase and Sale Agreement dated Februar

Elio Motors FOR THE FISCAL SEMIANNUAL PERIOD ENDED: JUNE 30, 2016

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PERSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2016 ELIO MOTORS, INC. (Exact name of issuer as specified in its charter) Arizona 27-1288581 State of other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 2942 North 24 th Street, Suite 114-

Elio Motors EXHIBIT 1-SA-6.24

Exhibit 1-SA-6.24 LOAN EXTENSION AGREEMENT This Loan Extension Agreement (? Agreement?) is made as of this 21st day of September, 2016, by and between ELIO MOTORS, INC., an Arizona corporation (? Borrower?), and STUART LICHTER (? Lender?). RECITALS A. Borrower has executed and delivered the following promissory notes, all of which accrue interest at 10% per annum and were due July 31, 2016 (the ?N

PERSONAL CONTINUING GUARANTY

Exhibit 10.20 PERSONAL CONTINUING GUARANTY Merchant: Elio Motors, Inc. Merchant Account No.: 1164460101181859796 Account Open date: Oct 18, 2012 Guarantor Name: Stuart Lichter Guarantor Address: Guarantor Date of Birth: Guarantor Social Security Number: For good and valuable consideration, and as an inducement for PayPal Inc. (PayPal) to (1) continue to do business with the Merchant and Guarantor

ELIO MOTORS, INC. 2016 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

Exhibit 10.19 ELIO MOTORS, INC. 2016 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions. The following definitions shall apply as used herein and in the indi

INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

Exhibit 10.23 INDEPENDENT CONTRACTOR CONSULTING AGREEMENT This Independent Contractor Consulting Agreement is made effective as of June 1, 2016 (the “Effective Date”) by and between ELIO MOTORS, INC., an Arizona corporation, 2942 North 24th Street, Suite 114-700, Phoenix, Arizona 85016 (“Company”); and HARI IYER, 4261 Ruthelma Ave, Palo Alto, CA 94306 (“Contractor”). RECITALS A. Company engages in

AMENDMENT TO OPTION AGREEMENTS

Exhibit 10.22 AMENDMENT TO OPTION AGREEMENTS This Amendment to Option Agreements (this ?Amendment?) is entered into effective as of the day of May, 2016, by and between ELIO MOTORS, INC., an Arizona corporation (the ?Company?), and STUART LICHTER (?Optionee?). RECITALS A. The Company and Optionee entered into an Option Agreement as of December 15, 2014, pursuant to which the Company granted Option

OPTION AGREEMENT

EX-10.21 4 ex1021.htm EXHIBIT 10.21 Exhibit 10.21 OPTION AGREEMENT This Option Agreement (this “Agreement”) is entered into effective as of the 10th day of May, 2016, by and between ELIO MOTORS, INC., an Arizona corporation (the “Company”) and STUART LICHTER (“Optionee”). 1. Grant of Option. In consideration of the Personal Continuing Guaranty in the amount of $5,000,000 given by Optionee to induc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ELIO MOTORS, INC. (Exact name of registrant as specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ELIO MOTORS, INC. (Exact name of registrant as specified in its charter) Arizona 27-1288581 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2942 North 2

Elio Motors AMENDMENT NO. 1

partii.htm EXPLANATORY NOTE The purpose of this Amendment No. 1 to the Company?s Annual Report on Form 1-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission on April 29, 2016 (the ?Form 1-K?), is to furnish restated audited financial statements in Item 7. While changes have been made throughout the Form 1-K to conform the information therein to the rest

Elio Motors II

partii.htm PART II INFORMATION TO BE INCLUDED IN REPORT Item 1. Business Corporate Background and General Overview Motivated by the belief that America can engineer and build a high quality, reliable, safe, eco-friendly and affordable vehicle for everyone, engineering veteran Paul Elio founded Elio Motors, Inc. in October 2009 as an Arizona corporation. Today, Elio Motors is an American vehicle de

Elio Motors, Inc. 2,090,000 Shares of Common Stock Minimum purchase: 50 Shares ($600.00)

partiiandiii.htm An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Prelim

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We consent to the use, in the Offering Statement on Form 1-A of Elio Motors, Inc., of our report dated August 12, 2015 on our audit of the balance sheets of Elio Motors, Inc. as of December 31, 2014 and 2013, and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended, and t

Elio Motors ESP

p1119150corresp.htm November 19, 2015 Justin Dobbie Legal Branch Chief Office of Transportation and Leisure Division of Corporation Finance Securities and Exchange Commission Mail Stop 3561 100 F Street, N.E. Washington, D.C. 20549 Re: Elio Motors, Inc. Offering Statement on Form 1-A File No. 024-10473? Dear Mr. Dobbie: On behalf of Elio Motors, Inc. (the ?Company?), I hereby request acceleration

455 Sherman St., Suite 300

455 Sherman St., Suite 300 Denver, Colorado 80203 303-777-3737 303-777-3823 FAX www.dillanddill.com Arthur H. Bosworth, II Christopher W. Carr* Daniel W. Carr John J. Coates Kevin M. Coates H. Alan Dill Robert A. Dill Thomas M. Dunn John A. Hutchings Stephen M. Lee Fay M. Matsukage** Adam P. Stapen Jon Stonbraker Craig A. Stoner Frank W. Suyat Patrick D. Tooley *Also licensed in Washington **Also

November 18, 2015

November 18, 2015 Justin Dobbie Legal Branch Chief Office of Transportation and Leisure Division of Corporation Finance Securities and Exchange Commission Mail Stop 3561 100 F Street, N.

[Remainder of this page intentionally left blank.]

Exhibit 8.1 ESCROW SERVICES AGREEMENT This Escrow Services Agreement (this ?Agreement?) is made and entered into as of November 17, 2015 by and between FundAmerica Securities, LLC (?FundAmerica Securities?, or ?Escrow Agent?), a Delaware limited liability company, and Elio Motors, Inc., an Arizona corporation (?Issuer?). RECITALS WHEREAS, Issuer proposes to offer for sale to investors as disclosed

Broker-Dealer Services Agreement

Exhibit 6.19 Broker-Dealer Services Agreement This Agreement (?Agreement?) is made and entered into as of by and between FundAmerica Securities, LLC, a Delaware limited liability company (?FundAmerica?, ?us, ?our?, or ?we?), and Elio Motors, Inc., an Arizona corporation (?Issuer?, ?you? or ?your?). Whereas, FundAmerica is a broker-dealer registered with the Securities and Exchange Commission and a

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT The securities offered hereby are highly speculative. Investing in shares of Elio Motors, Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for

Elio Motors, Inc. 2,090,000 Shares of Common Stock Minimum purchase: 50 Shares ($600.00)

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

Elio Motors, Inc. 2,090,000 Shares of Common Stock Minimum purchase: 50 Shares ($600.00)

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

455 Sherman St., Suite 300

455 Sherman St., Suite 300 Denver, Colorado 80203 303-777-3737 303-777-3823 FAX www.dillanddill.com Arthur H. Bosworth, II Christopher W. Carr* Daniel W. Carr John J. Coates Kevin M. Coates H. Alan Dill Robert A. Dill Thomas M. Dunn John A. Hutchings Stephen M. Lee Fay M. Matsukage** Adam P. Stapen Jon Stonbraker Craig A. Stoner Frank W. Suyat Patrick D. Tooley *Also licensed in Washington **Also

[Remainder of this page intentionally left blank.]

Exhibit 8.1 ESCROW SERVICES AGREEMENT This Escrow Services Agreement (this ?Agreement?) is made and entered into as of by and between FundAmerica Securities, LLC (?FundAmerica Securities?, ?Trustee? or ?Escrow Agent?), a Delaware limited liability company, and Elio Motors, Inc., an Arizona corporation (Issuer). RECITALS WHEREAS, Issuer proposes to offer for sale to investors as disclosed in its of

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT The securities offered hereby are highly speculative. Investing in shares of Elio Motors, Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for

CONSENT

Exhibit 11.2 CONSENT I hereby consent to the reliance in this offering statement on Form 1-A (“Offering Statement”) of Elio Motors, Inc. (the “Company”) on my Market Report Study Analysis dated June 14, 2013, which the Company has referred to in the Offering Circular included in this Offering Statement. /s/ Jim Berline Jim Berline The Berline Group Inc. dba Berline 10/20/15 Date

455 Sherman St., Suite 300

Exhibit 12.1 455 Sherman St., Suite 300 Denver, Colorado 80203 303-777-3737 303-777-3823 FAX www.dillanddill.com Arthur H. Bosworth, II Christopher W. Carr* Daniel W. Carr John J. Coates Kevin M. Coates H. Alan Dill Robert A. Dill Thomas M. Dunn John A. Hutchings Stephen M. Lee Fay M. Matsukage** October 20, 2015 Elio Motors, Inc. 2942 North 24th Street, Suite 114-700 Phoenix, Arizona 85016 Adam P

Elio Motors, Inc. 2,090,000 Shares of Common Stock Minimum purchase: 50 Shares ($600.00)

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

COMMON STOCK PURCHASE WARRANT

Exhibit 3.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

TECHNOLOGY SERVICES AGREEMENT Account Form

Exhibit 6.20 TECHNOLOGY SERVICES AGREEMENT Account Form This TECHNOLOGY SERVICES AGREEMENT ACCOUNT FORM, which consists of this account form (the ?Account Form?) and the associated Terms and Conditions (the ?Terms and Conditions?) attached hereto as Exhibit A, is made and entered into as of October , 2015 (the ?Effective Date?) between Elio Motors, Inc. (?Issuer?, ?you?, ?your?) and FundAmerica Te

455 Sherman St., Suite 300 Denver, Colorado 80203 303-777-3737 303-777-3823 FAX www.dillanddill.com Arthur H. Bosworth, II Christopher W. Carr* Daniel W. Carr John J. Coates Kevin M. Coates H. Alan Dill Robert A. Dill Thomas M. Dunn John A. Hutchings

455 Sherman St., Suite 300 Denver, Colorado 80203 303-777-3737 303-777-3823 FAX www.dillanddill.com Arthur H. Bosworth, II Christopher W. Carr* Daniel W. Carr John J. Coates Kevin M. Coates H. Alan Dill Robert A. Dill Thomas M. Dunn John A. Hutchings Stephen M. Lee Fay M. Matsukage** Adam P. Stapen Jon Stonbraker October 21, 2015 Craig A. Stoner Frank W. Suyat Patrick D. Tooley *Also licensed in W

PROMISSORY NOTE $300,000.00 May 30, 2014

Exhibit 6.14 PROMISSORY NOTE $300,000.00 May 30, 2014 FOR VALUE RECEIVED, the undersigned, ELIO MOTORS, INC., an Arizona corporation, with an address at 102 W. El Caminito Drive, Phoenix, AZ 85021 (?Borrower?), hereby promises to pay to the order of STUART LICHTER, an individual, with an address at 11100 Santa Monica Boulevard, Suite 850, Los Angeles, CA 90025, and assigns (?Lender?), the principa

D:11171-PUMISH rat INIC11001 AIMC LE I ITN aropocoto moo must corral ELI: W M and kitri!hi Napa 'catiarmecr0 FLED OCT I 1 mos S 13295E17E5 ARMIES or INCORPORATION of Pursuant t A.R..$ 510-202 [An Ari n no W il m ot Citelowslon) WV: 'WOW; .ritelpilite

Exhibit 2.1 D:11171-PUMISH rat INIC11001 AIMC LE I ITN aropocoto moo must corral ELI: W M and kitri!hi Napa 'catiarmecr0 FLED OCT I 1 mos S 13295E17E5 ARMIES or INCORPORATION of Pursuant t A.R..$ 510-202 [An Ari n no W il m ot Citelowslon) WV: 'WOW; .ritelpiliter or in oloVenloban Wm, Moswoutlo 1 you MI rod& or omproo gra ve nd. Mich tratIonormo PA11CLE I Tits WIN ranker of millvoNied o w n cola t

Broker-Dealer Services Agreement

Exhibit 6.19 Broker-Dealer Services Agreement This Agreement (“Agreement”) is made and entered into as of by and between FundAmerica Securities, LLC, a Delaware limited liability company (“FundAmerica”, “us, “our”, or “we”), and Elio Motors, Inc., an Arizona corporation (“Issuer”, “you” or “your”). Whereas, FundAmerica is a broker-dealer registered with the Securities and Exchange Commission and a

FIRST AMENDMENT TO PROMISSORY NOTE

Exhibit 6.8 FIRST AMENDMENT TO PROMISSORY NOTE THIS FIRST AMENDMENT TO PROMISSORY NOTE (this ?Amendment?) is executed effective as of this 17th day of March, 2015 (the ?Effective Date?), by and between ELIO MOTORS, INC. (?Maker?) and REVITALIZING AUTO COMMUNITIES ENVIRONMENTAL RESPONSE TRUST (?Holder?). RECITALS A. Pursuant to a Promissory Note made by Maker payable to the order of Holder dated Fe

SECURED PROMISSORY NOTE

Exhibit 6.15 SECURED PROMISSORY NOTE $600,000.00 June 19, 2014 FOR VALUE RECEIVED, the undersigned, ELIO MOTORS, INC., an Arizona corporation, with an address at 102 W. El Caminito Drive, Phoenix, AZ 85021 (the “Borrower”), hereby promises to pay to the order of STUART LICHTER, an individual with an address at 12214 Lakewood Blvd, Downey, CA 90242, and assigns (hereinafter the “Lender”), the princ

OPTION AGREEMENT

Exhibit 6.18 OPTION AGREEMENT This Option Agreement (this “Agreement”) is entered into effective as of the 29th day of June, 2015, by and between ELIO MOTORS, INC., an Arizona corporation (the “Company”) and STUART LICHTER (“Optionee”). 1. Grant of Option. In consideration of the loan of $300,000 received from Optionee, and other good and valuable consideration, the receipt and sufficiency of whic

EXHIBIT 13.1

Exhibit 13.1 Discover Sign Up Login F R i Elio Motors $6,800* ? 84 MPG** ? American Made R http://www.eliomotors.com/elio- motors ? Phoenix, AZ ? Transportation/Automotive PITCH TEAM TERMS UPDATES RESERVE MY SHARES FOLLOW Elio Motors, Inc. Elevator Pitch: Welcome to Elio Motors, a revolutionary startup altering the course of American transportation. With the help of StartEngine.com we?ve launched

PROMISSORY NOTE U.S. $23,000,000 February 28, 2013

Exhibit 6.6 PROMISSORY NOTE U.S. $23,000,000 February 28, 2013 FOR VALUE RECEIVED, and at the times hereinafter specified, ELIO MOTORS, INC. (?Maker?), whose address is 102 W. El Caminito Drive, Phoenix, AZ 85021, Attn: Paul Elio, hereby promises to pay to the order of REVITALZING AUTO COMMUNITIES ENVIRONMENTAL RESPONSE TRUST (hereinafter referred to, together with each subsequent holder hereof, a

Installment Payment Agreement IAV Automotive Engineering Inc. and Elio Motors, Inc.

Exhibit 6.12 Installment Payment Agreement IAV Automotive Engineering Inc. and Elio Motors, Inc. This Installment Payment Agreement (“Agreement”) is made this 13th day of March 2015 (“Effective Date”), by and between IAV Automotive Engineering Inc., a Michigan corporation doing business at 15620 Technology Drive, Northville, Michigan 48168 (“IAV”) and Elio Motors, Inc., an Arizona corporation doin

PROMISSORY NOTE

Exhibit 6.13 PROMISSORY NOTE $1,000,500.00 March 6, 2014 FOR VALUE RECEIVED, the undersigned, ELIO MOTORS, INC., an Arizona corporation, with an address at 102 W. El Caminito Drive, Phoenix, AZ 85021 (?Borrower?), hereby promises to pay to the order of STUART LICHTER, an individual, with an address at 11100 Santa Monica Boulevard, Suite 850, Los Angeles, CA 90025, and assigns (?Lender?), the princ

FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE (TERM LOAN) $9,850,000 August 1, 2014

Exhibit 6.4ii FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE (TERM LOAN) $9,850,000 August 1, 2014 FOR VALUE RECEIVED, the undersigned ELIO MOTORS, INC., an Arizona corporation with its principal place of business located at 102 W. El Caminito Drive, Phoenix, AZ 85021 and at 7600 General Motors Boulevard, Shreveport, LA ("Borrower"), hereby unconditionally promises to pay to the order of CH C

PLEDGE AND SECURITY AGREEMENT

Exhibit 3.3 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this ?Security Agreement?) is entered into as of , 2015, by and between ELIO MOTORS, INC., an Arizona corporation (?Borrower?), and , in its capacity as collateral agent (the ?Collateral Agent?) for the holders (the ?Holders?) of the Notes (as de

CONTINUING GUARANTEE

Exhibit 6.3 CONTINUING GUARANTEE THIS CONTINUING GUARANTEE (this “Guarantee”) is executed by the undersigned (hereinafter called “Guarantor”) in favor of GemCap Lending I, LLC (hereinafter called “Lender”), with a principal place of business at 24955 Pacific Coast Highway, Suite A202, Malibu, CA 90265, with respect to the Indebtedness (defined herein) of Elio Motors, Inc., an Arizona corporation (

PROMISSORY NOTE AND SECURITY AGREEMENT

Exhibit 6.11 PROMISSORY NOTE AND SECURITY AGREEMENT This Promissory Note and Security Agreement (the ?Agreement?), dated as of this 5th day of December 2014, is made by and between Elio Motors, Inc., an Arizona corporation (?Elio?), with an address at 1855 E. Southern Ave., Suite 204, Mesa, Arizona 85204 and IAV Automotive Engineering Inc. a Michigan corporation (?IAV?), with an address at 15620 T

AMENDED AND RESTATED BYLAWS ELIO MOTORS, INC. ARTICLE I REFERENCES; SENIORITY

Exhibit 2.2 AMENDED AND RESTATED BYLAWS OF ELIO MOTORS, INC. ARTICLE I REFERENCES; SENIORITY A. REFERENCES. Any reference herein made to law will be deemed to refer to the law of the State of Arizona, including any applicable provision or provisions of Chapters 1-17 and Chapter 23 of Title 10, Arizona Revised Statutes (or its successor), as at any given time in effect. Any reference herein made to

LEASE AGREEMENT by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company ELIO MOTORS, INC., an Arizona corporation TABLE OF CONTENTS

Exhibit 6.9 LEASE AGREEMENT by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company and ELIO MOTORS, INC., an Arizona corporation TABLE OF CONTENTS Title Page LEASE SUMMARY i 1. PREMISES 1 2. TERM 1 3. RENT 2 4. SECURITY DEPOSIT 2 5. ADDITIONAL RENT 3 6. PARKING 5 7. PERMITTED USES 5 8. ENVIRONMENTAL COMPLIANCE/HAZARDOUS MATERIALS 6 9. UTILITIES 9 10. REPAIRS BY LANDLORD

SECURITY AGREEMENT

Exhibit 6.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of the 28 day of February, 2013, by and between ELIO MOTORS, INC. (“Debtor”), and REVITALIZING AUTO COMMUNITIES ENVIRONMENTAL RESPONSE TRUST (“Secured Party”). Recitals A. In connection with the sale of certain assets by Secured Party to Debtor pursuant to that certain Purchase and Sale Agreement of even d

455 Sherman St., Suite 300

Exhibit 12.1 455 Sherman St., Suite 300 Denver, Colorado 80203 303-777-3737 303-777-3823 FAX www.dillanddill.com Arthur H. Bosworth, II Christopher W. Carr* Daniel W. Carr John J. Coates Kevin M. Coates H. Alan Dill Robert A. Dill Thomas M. Dunn John A. Hutchings Stephen M. Lee Fay M. Matsukage** August 27, 2015 Elio Motors, Inc. 2942 North 24th Street, Suite 114-700 Phoenix, Arizona 85016 Adam P.

Elio Motors, Inc. 2,090,000 Shares of Common Stock Minimum purchase: 50 Shares ($600.00)

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT The securities offered hereby are highly speculative. Investing in shares of Elio Motors, Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for

AMENDMENT NUMBER 4 TO THE LOAN AND SECURITY AGREEMENT AND TO THE LOAN AGREEMENT SCHEDULE

Exhibit 6.4i AMENDMENT NUMBER 4 TO THE LOAN AND SECURITY AGREEMENT AND TO THE LOAN AGREEMENT SCHEDULE This Amendment Number 4 to the Loan and Security Agreement and to the Loan Agreement Schedule (“Amendment No. 4”) is entered into as of August 1, 2014 by and between ELIO MOTORS, INC., an Arizona corporation with offices at 102 W. El Caminito Drive, Phoenix, AZ 85021 and at 7600 General Motors Bou

LOAN AND SECURITY AGREEMENT by and between GEMCAP LENDING I, LLC as Lender ELIO MOTORS, INC. as Borrower Dated: February 28, 2013 LOAN AND SECURITY AGREEMENT

Exhibit 6.1 LOAN AND SECURITY AGREEMENT by and between GEMCAP LENDING I, LLC as Lender and ELIO MOTORS, INC. as Borrower Dated: February 28, 2013 LOAN AND SECURITY AGREEMENT LOAN AND SECURITY AGREEMENT, dated as of February 28, 2013, by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”), and GEMCAP LENDING I, LLC, a Delaware limited liability company with offices at 24955 Pacific C

LOAN AND SECURITY AGREEMENT DATED FEBRUARY 28, 2013 (“LOAN AGREEMENT”), BETWEEN ELIO MOTORS, INC. AND GEMCAP LENDING I, LLC LOAN AGREEMENT SCHEDULE

Exhibit 6.2 LOAN AND SECURITY AGREEMENT DATED FEBRUARY 28, 2013 (“LOAN AGREEMENT”), BETWEEN ELIO MOTORS, INC. AND GEMCAP LENDING I, LLC LOAN AGREEMENT SCHEDULE Capitalized terms used in this Loan Agreement Schedule and not defined herein shall have the meanings set forth in the Loan Agreement. 1. LOAN DETAILS (a) Borrower: Elio Motors, Inc., an Arizona corporation with a principal place of busines

OPTION AGREEMENT

Exhibit 6.17 OPTION AGREEMENT This Option Agreement (this ?Agreement?) is entered into effective as of the 15th day of December, 2014, by and between ELIO MOTORS, INC., an Arizona corporation (the ?Company?) and STUART LICHTER (?Optionee?). 1. Grant of Option. In consideration of (i) the loan of $1,000,500 received from Optionee, (ii) the guaranty of a $9,850,000 loan originally made to Company by

FORBEARANCE AGREEMENT

Exhibit 6.5 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of this 31st day of July, 2015 (the “Effective Date”), by and between ELIO MOTORS, INC., an Arizona corporation (“Borrower”) and CH Capital Lending, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”). RECITALS: A. Borrower and GemCap Lending I, LLC, a Delaw

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We consent to the use, in the Offering Statement on Form 1-A of Elio Motors, Inc., of our report dated August 12, 2015 on our audit of the balance sheets of Elio Motors, Inc. as of December 31, 2014 and 2013, and the related statements of operations, changes in stockholders? deficit and cash flows for the years then ended, and t

REGISTRATION RIGHTS AGREEMENT

Exhibit 3.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March , 2015, among Elio Motors, Inc., an Arizona corporation (the ?Company?) and the several purchasers signatory hereto (each such purchaser, a ?Holder? and, collectively, the ?Holders?). This Agreement is made pursuant to the Accredited Investor Subscription Agreement,

FIRST AMENDMENT TO LEASE

Exhibit 6.10 FIRST AMENDMENT TO LEASE This First Amendment to Lease (?First Amendment?), is entered into as of the 31st day of July 2015, by and between SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company (?Landlord?) and ELIO MOTORS, INC., an Arizona corporation (?Tenant?). RECITALS: A.Landlord and Tenant entered into that certain lease agreement dated as of December 27, 2014 (the

FIRST AMENDMENT TO SECURED PROMISSORY NOTE

Exhibit 6.16 FIRST AMENDMENT TO SECURED PROMISSORY NOTE This First Amendment to Secured Promissory Note (?First Amendment?) is entered into as of July 20, 2015, by and between ELIO MOTORS, INC., an Arizona corporation (?Borrower?), and STUART LICHTER, an individual (?Lender?). RECITALS: A. Borrower executed that certain Secured Promissory Note dated as of June 19, 2014 (?Note?) for the benefit of

CONVERTIBLE SUBORDINATED SECURED NOTE DUE SEPTEMBER 30, 2022

Exhibit 3.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST