Xos, Inc. — Director's Dealing 2021

Aug 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xos, Inc. (XOS)
CIK: 0001819493
Period of Report: 2021-08-20

Reporting Person: Semler Dakota (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-20	Common Stock	A	3884155	$0.00	Acquired	3884155	Direct
2021-08-20	Common Stock	S	1000000	$10.00	Disposed	2884155	Direct
2021-08-20	Common Stock	A	53745903	$0.00	Acquired	53745903	Indirect
2021-08-20	Common Stock	A	502120	$0.00	Acquired	502120	Indirect

Footnotes

F1: Received pursuant to the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021, by and among NextGen
Acquisition Corporation ("Acquiror"), Sky Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror ("Merger Sub") and
Xos, Inc. ("Xos"), pursuant to which Merger Sub was merged with and into Xos, whereupon the separate existence of Merger Sub ceased and
Xos became the surviving company and continued in existence as a subsidiary of Acquiror, which subsequently changed its name to Xos, Inc.
(the "Issuer").

F2: Sold in connection with the subscription agreements with certain investors (the "PIPE investors") pursuant to which such investors agreed to purchase, substantially concurrently with the closing of the merger, an aggregate of $216,000,000 of the Issuer's shares of common stock, including $10,000,000 of common stock held by the Reporting Person, at a price of $10.00 per share, or an aggregate of 21,600,000 shares of common stock, including 1,000,000 shares of common stock held by the Reporting Person.

F3: Shares held by Emerald Green Trust. Mr. Semler may be deemed to beneficially own securities held by Emerald Green Trust by virtue of his shared control over such entities.

F4: Shares held by GenFleet LLC. Mr. Semler may be deemed to beneficially own securities held by GenFleet, LLC by virtue of his shared control over such entities.