Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on August 7, 2023, AYRO, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors"), pursuant to which it agreed to sell to the Investors (i) an aggregate of 22,000 shares of the Company's Series H-7 Convertible Preferred Stock, with a stated value of $1,000 per share (the "Preferred Stock"), and (ii) warrants to purchase shares of the Company's common stock ("Common Stock"), par value $0.0001 per share (the "Warrants"). The terms of the Preferred Stock are as set forth in the Certificate of Designations filed with the Secretary of State for the State of Delaware on August 9, 2023 (as amended, the "Certificate of Designations").

On December 2, 2024, the Company entered into a Wavier and Amendment Agreement (the "Amendment") with the Required Holders (as defined in the Certificate of Designations). Pursuant to the Amendment, the Company and the Required Holders agreed (i) to amend (a) the Certificate of Designations, by filing a Certificate of Amendment to the Certificate of Designations (the "Certificate of Amendment"), and (b) the Purchase Agreement, such that, in each case, the Director Equity Grants (as defined below) are deemed to constitute "Excluded Securities" under the Transaction Documents (as such term is defined in the Purchase Agreement), and (ii) that the Required Holders waive the applicability of certain other provisions of the Transaction Documents with respect to such Director Equity Grants.

The Certificate of Amendment was filed with the Secretary of State of the State of Delaware, effective as of December 2, 2024.

The foregoing descriptions of the Amendment and the Certificate of Amendment are qualified in their entirety by reference to the full text of such documents, forms of which are filed as Exhibit 3.1 and Exhibit 10.1 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.