Material Agreement Form 8 K

On October 15, 2024, Volcon, Inc. (the "Company") entered into a Securities Exchange Agreement (the "Exchange Agreement") with an institutional shareholder (the "Shareholder") pursuant to which the Shareholder agreed to exchange 774,569 shares of the Company's common stock (the "Shares") for pre-funded warrants (the "Pre-Funded Warrants") to purchase 774,569 shares of the Company's common stock. The issuance of the Pre-Funded Warrants in exchange for the Shares was made in reliance on the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

Subject to certain ownership limitations, each Pre-Funded Warrant is exercisable into one share of Company common stock at a price per share of $0.00001 (as adjusted from time to time in accordance with the terms thereof). In lieu of making the cash payment otherwise contemplated to be made upon exercise of the Pre-Funded Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Company common stock determined according to a cashless exercise formula set forth in the Pre-Funded Warrant. The holder of a Pre-Funded Warrant is prohibited from exercising of such warrants to the extent that such exercise would result in the number of shares of Company common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of Company common stock outstanding immediately after giving effect to the exercise.

The form of Exchange Agreement and form of Pre-Funded Warrant have been attached as exhibits to this Current Report on Form 8-K to provide security holders with information regarding their terms. Except for their status as contractual documents that establish and govern the legal relations between the parties with respect to the transaction described above, the documents are not intended to be a source of factual, business or operational information about the parties. Representations and warranties may be used as a tool to allocate risks between the parties to the Exchange Agreement, including where the parties do not have complete knowledge of all facts, instead of establishing these matters as facts. Furthermore, they may be subject to standards of materiality applicable to the contracting parties, which may differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, because they were only made as of the date of the Exchange Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Exchange Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.

The foregoing description of the form of Pre-Funded Warrant and form of Exchange Agreement is not complete and each is qualified in its entirety by reference to the full text of the documents, copies of which are filed as Exhibit 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.