Exhibit 10.1

SUPPLEMENTAL AGREEMENT

This Supplemental Agreement (this “Agreement”), dated as of March 12, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), CANOO INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Pre-Paid Advance Agreement (as defined below).

BACKGROUND

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

1.1.          The Company has requested, and the Investor has agreed to fund, a tenth Pre-Paid Advance in the amount of $62,032,000 (the “Tenth Pre-Paid Advance”). The Tenth Pre-Paid Advance shall be governed by the terms and conditions of the Pre-Paid Advance Agreement, except as set forth in this Agreement. Solely with respect to the Tenth Pre-Paid Advance, the parties hereby agree as follows:

Section 2.03(c) Triggering Date. If, any time after April 12, 2024, and from time to time thereafter, (i) the VWAP is less than $1.85 per share (the “Trigger Price”) for at least five (5) Trading Days during a period of seven (7) consecutive Trading Days, or (ii) the Company has issued substantially all of the Common Shares available under the Exchange Cap (the last such day of each such occurrence, a “Triggering Date”), then the Company shall make monthly repayments of all outstanding Pre-Paid Advance in the amount set forth in this section beginning on the 10^th calendar day after the Triggering Date and continuing on the same day of each successive calendar month until the entire amount of all such Pre-Paid Advance balances shall have been paid or until the payment obligation ceases in accordance with this section. Each monthly payment shall be in an amount equal to the sum of (i) $12,500,000 in principal amount (or the remaining outstanding principal balance, if less), (ii) the Redemption Premium in respect of such principal amount, and (iii) accrued and unpaid interest in respect of such amount as of each monthly payment date. The obligation of the Company to make monthly payments hereunder shall cease (with respect to any payment that has not yet come due) if any time after the Triggering Date (i) the Exchange Cap no longer applies, and (ii) the VWAP is greater than the Trigger Price for a period of five (5) consecutive Trading Days, unless a subsequent Triggering Date occurs.

(a)          Solely with respect to the Tenth Request, the Investor hereby waives the application of the conditions precedent set forth Section 2.02(k).

(a)            For the avoidance of doubt, any failure by the Company to observe or perform any material covenant, agreement or warranty contained in (i) this Agreement, (ii) the First Supplemental Agreement, (iii) the Second Supplemental Agreement, (iv) the Third Supplemental Agreement, (v) the Fourth Supplemental Agreement, (vi) the Fifth Supplemental Agreement, (vii) the Sixth Supplemental Agreement, (viii) the Seventh Supplemental Agreement, or (ix) any other agreement between the parties hereof shall be an Event of Default under the Pre-Paid Advance Agreement.

2.1          Representations and Warranties. Each party represents and warrants to the other as of the date of this Agreement that:

2.2          The Company represents and warrants that as of March 12, 2024, the authorized capital stock of the Company consists of 2,000,000,000 shares of Common Stock, of which 56,938,298 are issued and outstanding (subject to immaterial changes due to the Company’s transfer agent’s sale of fractional shares pursuant to the reverse stock split effected by the Company on March 8, 2024).

2.3          Use of Proceeds. The Company shall first use the necessary portion of the proceeds from the Tenth Pre-Paid Advance to repay in all amounts the Outstanding Pre-Paid Advances Amount, and the Redemption Premium applicable to such repayment. In connection with such repayment, the Investor waives any prior notice period required pursuant to Section 2.03(d) of the Agreement.

2.4          Cleansing Disclosures. As soon as possible (and prior to the open of business on March 18, 2024) the Company shall file with the SEC a report on Form 8-K or such other appropriate form as determined by counsel to the Company, relating to the transactions contemplated by this Agreement disclosing all information relating to the transaction contemplated hereby required to be disclosed therein, disclosing all information relating to the closing of the Tenth Pre-Paid Advance required to be disclosed therein (collectively, the “Cleansing Disclosure”). From and after the issuance of the Cleansing Disclosure, the Company represents to the Investor that it shall have publicly disclosed all material, non-public information delivered to the Investor by the Company in connection with the transactions contemplated by this Agreement and the Pre-Paid Advance Agreement. On or before the filing of the Cleansing Disclosure, the Company shall file with the SEC a preliminary Prospectus Supplement pursuant to Rule 424(b) of the Securities Act and an updated Plan of Distribution, necessary to register the transactions contemplated herein, including, without limitation, all shares of Common Stock issuable pursuant to the Tenth Pre-Paid Advance, and any other filings, reports, supplements, or amendments that may be required to keep the Registration Statement and related Prospectus Supplements used in connection with such Registration Statement updated and effective, including, without limitation, the continued use of the Prospectus in connection with the Tenth Pre-Paid Advance.

2.5          The Company shall at all times reserve 150,000,000 shares of Common Stock for issuance to the Investor in connection with the Tenth Pre-Paid Advance.

2.6          The Company represents and warrants that the issuance of Common Shares to the Investor under the Pre-Paid Advance Agreement in respect of the Tenth Pre-Paid Advance are not subject to the Exchange Cap as a result of the Company obtaining the Shareholder Approval in accordance with Nasdaq Listing Rule 5636(d).

2.7          The parties acknowledge and agree that the Floor Price in respect of the Agreement is $2.30 as of the application of the 1-23 reverse stock split effected by the Company on March 8, 2024.

2.8          Upon request from the Investor, the Company shall call and hold a special meeting of its shareholders as soon possible following receipt of such request for the purposes of obtaining the consent of its shareholders to amend the Pre-Paid Advance Agreement to reduce the Floor Price to a price to be agreed upon with the Investor. In connection with such meeting, the Company shall solicit proxies from its shareholders in connection therewith and management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall file a preliminary proxy relating to such proposal as soon as possible following receipt of the aforementioned request from the Investor. Upon obtaining such shareholder approval, the Company shall promptly implement such reduction of the Floor Price.

2.9          Without the prior consent of the Investor, for so long as any amounts remain outstanding under the Tenth Pre-Paid Advance, the Company shall not execute any transactions under any “at the market offering” or other continuous offering or similar offering of Common Shares unless (i) a Triggering Date has occurred and has not been cured (in accordance with the last sentence of Section 2.03(c)), and (ii) in each month, the Company (y) first applies all net proceeds from such offerings towards any unpaid balance of the next monthly payment due or coming due, and (z) thereafter, the Company applies at least 50% of the net proceeds from such offerings as a repayment towards any unpaid balance under the Tenth Pre-Paid Advance.

3.          Counterparts and delivery. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

4.          Governing law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Second Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be signed by their duly authorized officers.