THIRD AMENDMENT TO
STANDBY EQUITY PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENT (this “Amendment”), dated as of June 30, 2025, is made by and among Sylebra Capital Partners Master Fund Ltd, a Cayman Islands entity (“Bell”), Sylebra Capital Parc Master Fund, a Cayman Islands entity (“Parc”), Sylebra Capital Menlo Master Fund, a Cayman Islands entity (“Menlo”), Blackwell Partners LLC – Series A, a Delaware limited liability company (“Blackwell” and, together with Menlo, Parc and Bell, the “Investors”), and Aeva Technologies, Inc., a Delaware corporation (“Company”). The Investors and Company shall be referred to herein, jointly, as the “Parties” and, individually, as a “Party.”
RECITALS
WHEREAS, the Company and each of the Investors entered into that certain Standby Equity Purchase Agreement, dated as of November 8, 2023, as first amended on September 5, 2024, as further amended on May 14, 2025 (as may be amended, restated, supplemented and otherwise modified from time to time, the “SEPA”);
WHEREAS, pursuant to Section 12.02 of the SEPA, a written instrument executed by the Company and each of the Investors is required to amend the SEPA; and
WHEREAS, the Company and each of the Investors desires and hereby agrees to amend the SEPA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
Capitalized terms used but not defined herein have the same meanings as in the SEPA.
The Company and each of the Investors hereby consents to the amendments to the SEPA contemplated herein.
As of June 30, 2025 (the “Effective Date”), the SEPA shall be amended as follows.
(a) Section 2.01(c)(ii) is hereby amended and restated in its entirety to read as follows:
(ii) Common Stock Price. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall have no obligation to purchase shares of Preferred Stock if the Common Stock Price as of the date of the applicable Closing is $38.00 or more.
4. Miscellaneous.
[Remainder of page left intentionally blank. Signature pages to follow.]
IN WITNESS WHEREOF, each Party has caused this Amendment to be signed on its behalf as of the Effective Date:
COMPANY:
AEVA TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/Saurabh Sinha _
Name: Saurabh Sinha
Title: Chief Financial Officer
Signature Page to Third SEPA Amendment
IN WITNESS WHEREOF, each Party has caused this Amendment to be signed on its behalf as of the Effective Date:
INVESTOR:
Sylebra Capital Partners Master Fund Ltd,
a Cayman Islands entity
By: /s/Matthew Whitehead _
Name: Matthew Whitehead
Title: Director
Signature Page to Third SEPA Amendment
IN WITNESS WHEREOF, each Party has caused this Amendment to be signed on its behalf as of the Effective Date:
INVESTOR:
Sylebra Capital Parc Master Fund,
a Cayman Islands entity
By: /s/Matthew Whitehead _
Name: Matthew Whitehead
Title: Director
Signature Page to Third SEPA Amendment
IN WITNESS WHEREOF, each Party has caused this Amendment to be signed on its behalf as of the Effective Date:
INVESTOR:
Sylebra Capital Menlo Master Fund,
a Cayman Islands entity
By: /s/Matthew Whitehead _
Name: Matthew Whitehead
Title: Director
Signature Page to Third SEPA Amendment
IN WITNESS WHEREOF, each Party has caused this Amendment to be signed on its behalf as of the Effective Date:
INVESTOR:
Blackwell Partners LLC – Series A,
a Delaware limited liability company
By: /s/Matthew Whitehead _
Name: Matthew Whitehead
Title: Authorized Signatory of appointed Manager
Signature Page to Third SEPA Amendment