On June 29, 2026, Joby Aero, Inc. ("Joby"), a wholly-owned subsidiary of Joby Aviation, Inc. (the "Company"), entered into a stockholders agreement (the "Agreement") with Joby Toyota Aero Manufacturing Preparation Company, a Delaware corporation ("JTAMPC"), and Toyota Motor Corporation ("Toyota", and together with Joby and their permitted transferees, each, a "Stockholder" and collectively, the "Stockholders"), pursuant to which Joby and Toyota jointly incorporated JTAMPC as a joint venture for the purpose of establishing an entity to manufacture the Company’s S4 Series eVTOL aircraft (the "S4 Series").
Substantially simultaneously with the entry into the Agreement, each of Joby and Toyota entered into a common stock purchase agreement with JTAMPC, pursuant to which Joby will acquire 980,000 shares of JTAMPC’s common stock, par value $0.0001 per share (the "Common Stock"), for an aggregate cash purchase price of $980,000 to JTAMPC, representing a 49% ownership interest in JTAMPC, and Toyota will acquire 1,020,000 shares of the Common Stock, for an aggregate cash purchase price of $1,020,000 to JTAMPC, representing a 51% ownership interest in JTAMPC (the "Initial Capital Contributions").
JTAMPC will be governed by a board of directors (the "Board"), which will consist of five directors: two directors designated by Joby and three directors designated by Toyota, in each case subject to specified ownership thresholds. Certain significant actions of JTAMPC require the prior approval of each of Joby and Toyota, subject to specified ownership thresholds. For example, for so long as the applicable party beneficially owns at least 50% of the outstanding shares of Common Stock or at least 95% of the shares issued to such party in connection with the Initial Capital Contribution and the Mandatory Capital Contributions (as defined below) in connection with the first funding milestone set forth in the Agreement (the "First Funding Milestone"), JTAMPC requires the prior approval of such party to amendment the business plan or principal lines of business of JTAMPC, approve the operating plan and budget, commence any plan of liquidation, dissolution or winding up, create or issue new equity interests (other than certain exempted securities and the Mandatory Capital Contributions (as defined below)), undertake certain mergers or consolidations, sales of all or substantially all assets, form subsidiaries or joint ventures, undertake an initial public offering or public listing, and amend the organizational documents. Certain additional actions, including incurrence of indebtedness and dividends or distributions, require the prior approval of Toyota.
Under the Agreement, each of Joby and Toyota agreed to negotiate in good faith and enter into an exclusive manufacturing supply agreement (the "Exclusive Manufacturing Supply Agreement") and certain other commercial agreements and intellectual property arrangements (collectively, the "Future Agreements") with JTAMPC prior to the achievement of the First Funding Milestone. Pursuant to these agreements, among other things, it is expected that (a) Joby will grant JTAMPC exclusive rights to manufacture the S4 Series, subject to certain exceptions to be set forth in the Exclusive Manufacturing Supply Agreement, (b) Joby will license to JTAMPC certain of its intellectual property related to the S4 Series on a royalty-free basis solely for manufacturing the S4 Series and providing services to Joby, and (c) Toyota will grant JTAMPC a royalty-free license to jointly developed manufacturing intellectual property and a royalty-bearing license to certain Toyota background manufacturing intellectual property, in each case for JTAMPC’s manufacturing operations. Given the limited scope of the royalty-bearing license, the royalty payment obligation is not expected to be material to JTAMPC. Under such arrangements, JTAMPC will assign to Joby any jointly developed aircraft-related intellectual property, and will assign to Toyota any jointly developed manufacturing-related intellectual property. JTAMPC will retain ownership of any intellectual property developed solely by JTAMPC or for JTAMPC by any third party. JTAMPC will grant each of Joby and Toyota royalty-free licenses to use any JTAMPC-owned intellectual property for their respective products and services. If Joby, Toyota and JTAMPC are unable to agree on the terms of the Future Agreements, the Agreement may be terminated by either party.
The Agreement provides that, prior to the achievement of the First Funding Milestone, the parties will negotiate in good faith and use best efforts to amend and restate the Agreement in its entirety in a form reasonably satisfactory to each of Joby and Toyota (such amended and restated agreement, the "Amended Stockholders Agreement"), to address, among other things, certain terms including the funding milestone contribution amounts, amendments to stockholder consent rights, transfer restrictions, tag-along rights, drag-along rights, put/call rights, other exit rights, rights upon dissolution, and registration rights.
Under the Agreement, the Stockholders are required to make one or more mandatory capital contributions ("Mandatory Capital Contributions") upon the achievement of specified funding milestones set forth in the Agreement. Upon the Board’s determination that a funding milestone has been achieved, the Board will issue a capital contribution notice specifying the aggregate amounts to be contributed by each Stockholder, and each Stockholder must fund its contribution