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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/28/15 Elio Motors, Inc. 1-A 8/27/15 31:14M Securex Filings/FA |
Document/Exhibit Description Pages Size
1: 1-A Offering Statement Pursuant to Reg. A -- HTML 18K
primary_doc.xml
2: PART II AND III Parts II and III -- Form 1-A HTML 490K
3: EX1A-2A CHARTER Exhibit 2.1 HTML 33K
4: EX1A-2B BYLAWS Exhibit 2.2 HTML 116K
5: EX1A-3 HLDRS RTS Exhibit 3.1 HTML 78K
6: EX1A-3 HLDRS RTS Exhibit 3.2 HTML 109K
7: EX1A-3 HLDRS RTS Exhibit 3.3 HTML 137K
8: EX1A-4 SUBS AGMT Exhibit 4.1 HTML 64K
9: EX1A-6 MAT CTRCT Exhibit 6.1 HTML 200K
19: EX1A-6 MAT CTRCT Exhibit 6.10 HTML 21K
20: EX1A-6 MAT CTRCT Exhibit 6.11 HTML 42K
21: EX1A-6 MAT CTRCT Exhibit 6.12 HTML 23K
22: EX1A-6 MAT CTRCT Exhibit 6.13 HTML 45K
23: EX1A-6 MAT CTRCT Exhibit 6.14 HTML 46K
24: EX1A-6 MAT CTRCT Exhibit 6.15 HTML 55K
25: EX1A-6 MAT CTRCT Exhibit 6.16 HTML 19K
26: EX1A-6 MAT CTRCT Exhibit 6.17 HTML 21K
27: EX1A-6 MAT CTRCT Exhibit 6.18 HTML 21K
28: EX1A-6 MAT CTRCT Exhibit 6.19 HTML 63K
10: EX1A-6 MAT CTRCT Exhibit 6.2 HTML 41K
11: EX1A-6 MAT CTRCT Exhibit 6.3 HTML 62K
12: EX1A-6 MAT CTRCT Exhibit 6.4(I) HTML 37K
13: EX1A-6 MAT CTRCT Exhibit 6.4(Ii) HTML 37K
14: EX1A-6 MAT CTRCT Exhibit 6.5 HTML 44K
15: EX1A-6 MAT CTRCT Exhibit 6.6 HTML 25K
16: EX1A-6 MAT CTRCT Exhibit 6.7 HTML 38K
17: EX1A-6 MAT CTRCT Exhibit 6.8 HTML 19K
18: EX1A-6 MAT CTRCT Exhibit 6.9 HTML 189K
29: EX1A-11 CONSENT Consent of Experts or Counsel -- Form 1-A HTML 12K
30: EX1A-12 OPN CNSL Exhibit 12.1 HTML 16K
31: EX1A-13 TST WTRS Exhibit 13.1 HTML 259K
| Unassociated Document |
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A.
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IAV completed the design, successfully assembled the Elio prototype engine, and successfully ran the engine on the dyno for initial testing at IAV’s test facility in Northville, Michigan.
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B.
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As of the date of this Agreement, Elio has $1,323,000 (One Million Three Hundred and Twenty-Three Thousand Dollars and No/100) in outstanding debt owed to IAV for the design, development, and procurement of parts required to prepare the engine for testing.
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1.
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Acknowledgement of Debt. Elio hereby acknowledges, agrees, and does not dispute the total outstanding debt owed by Elio to IAV is $1,323,000. The outstanding debt was incurred by Elio for services rendered by IAV in the development of the Elio three-wheeled car.
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2.
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Promissory Note. Elio, hereby promises to pay to IAV, or its permitted assigns, pursuant to this Promissory Note the principal sum of $1,323,000 (One Million Three Hundred and Twenty-Three Thousand Dollars and No/100) (the "Principal Amount"), or such lesser amount as the Parties shall agree to in a writing signed by both parties. The unpaid Principal Amount shall bear interest at a rate equal to the short term applicable federal rate for the most recently available month, as published by the Internal Revenue Service, adjusting on the 15th day of each calendar month. Interest shall be calculated for the actual number of days elapsed, using a daily rate determined by dividing the annual rate by 360.
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3.
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Installment Payments. Elio also agrees to pay IAV One Hundred and Fifty Thousand Dollars ($150,000.00) per month, on or before the 15th of every month, until the outstanding balance remaining under this Agreement is paid, or by December 1, 2015, whichever is sooner. Installment payments will be applied against the Principal Amount.
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4.
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Right to Audit. Elio grants to IAV access to all pertinent information, including, but not limited to, books, records, payroll data, receipts, bank records, correspondence and other documents for the purpose of auditing the deposits Elio receives for the three-wheeled vehicle. Elio will preserve these documents for a period of 1 year after all outstanding balances identified in this Agreement are paid.
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5.
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This Agreement does not impact or change the enforceability of the Promissory Note and Security Agreement dated December 5, 2014. IAV and Elio specifically agree that this Agreement does not supersede, or in any way, change the rights, duties, and obligations agreed to in the December 5, 2014 Promissory Note and Security Agreement.
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6.
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Enforcement and Construction. The Agreement shall be governed by, construed and enforced in accordance with, and subject to the laws of the State of Michigan. This Agreement has been prepared as a result of negotiations between the Parties. The headings of the paragraphs are merely descriptive and should not be construed as influencing or limiting the substance of the paragraphs in any way.
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7.
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Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original against the party whose signature appears thereon, and all of which shall be considered an original and together shall constitute one Agreement. Facsimile signatures shall have the same effect as original signatures.
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8.
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Attorneys' Fees; Expenses. Elio agrees to pay upon demand all of IAV's costs and expenses, including IAV's reasonable attorneys' fees and IAV's legal expenses, incurred in the event of Elio’s default and in connection with the enforcement of this Agreement. IAV may hire or pay someone else to help enforce this Agreement, and Elio shall pay the costs and expenses of such enforcement. Costs and expenses include IAV's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Elio also shall pay all court costs and such additional fees as may be directed by the court.
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IAV Automotive Engineering Inc.
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Elio Motors, Inc.
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By:
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By:
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/s/Paul Elio
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(signature)
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(signature)
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(handwritten or typed name)
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(handwritten or typed name)
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Title:
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VP ENGINEERING
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Title:
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CEO
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(authorized representative)
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(authorized representative)
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Dated:
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3/13/15
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Dated:
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3-13-15
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| This ‘1-A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/1/15 | None on these Dates | |||
| Filed as of: | 8/28/15 | |||
| Filed on: | 8/27/15 | |||
| 12/5/14 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/02/22 Elio Motors, Inc. 1-K 12/31/21 4:2.7M M2 Compliance LLC/FA 9/08/21 Elio Motors, Inc. 1-K 12/31/20 3:746K M2 Compliance LLC/FA 9/08/21 Elio Motors, Inc. 1-K 12/31/19 3:833K M2 Compliance LLC/FA 9/08/21 Elio Motors, Inc. 1-K 12/31/18 4:8.2M M2 Compliance LLC/FA 11/05/15 SEC UPLOAD¶ 10/07/17 1:44K Elio Motors, Inc. 9/24/15 SEC UPLOAD¶ 10/07/17 1:278K Elio Motors, Inc. |