PHOENIX MOTOR INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2022 • Phoenix Motor Inc. • Truck & bus bodies • New York
COMMON STOCK PURCHASE WARRANT PHOENIX MOTOR INC.Common Stock Purchase Warrant • January 24th, 2022 • Phoenix Motor Inc. • Truck & bus bodies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PHOENIX MOTOR INC., a company incorporated under the laws of the State of Delaware (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of th
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2023 • Phoenix Motor Inc. • Truck & bus bodies
This Registration Rights AGREEMENT (the “Agreement”), dated as of November 10, 2023, by and between PHOENIX MOTOR INC., a Delaware corporation (the “Company”), and JAK OPPORTUNITIES II LLC, a Delaware limited liability company (the “Investor”).
PHOENIX MOTOR INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [ ] __, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 24th, 2022 • Phoenix Motor Inc. • Truck & bus bodies • California
WARRANT AGENCY AGREEMENT, dated as of [ ] __, 2022 (“Agreement”), between PHOENIX MOTOR INC., a corporation organized under the laws of the State of Delaware (the “Company”), and VSTOCK TRANSFER, LLC, a limited liability company organized under the laws of [ ] (the “Warrant Agent”).
PHOENIX MOTOR, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 13th, 2022 • Phoenix Motor Inc. • Truck & bus bodies • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of June __, 2022and is between Phoenix Motor, Inc., a Delaware corporation (the “Company”), and the undersigned indemnified party (the “Indemnitee”).
Form of Representative’s Warrant AgreementPhoenix Motor Inc. • May 24th, 2022 • Truck & bus bodies • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE COMMENCEMENT DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF THE OFFERING].
PHOENIX MOTOR, INC. INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • May 17th, 2022 • Phoenix Motor Inc. • Truck & bus bodies • New York
This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into by and between Phoenix Motor, Inc., a Delaware corporation (the “Company”), and John F. Perkowski, a citizen of the United States, with a permanent residence at 355 Rock Road East, Lambertville, New Jersey 08530 (the “Independent Director”), on this 19th day of July, 2021, effective as of the Date of the effectiveness of the Company’s Registration Statement on Form S-1 (the “Effective Date”).
ContractPhoenix Motor Inc. • January 24th, 2022 • Truck & bus bodies
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) MAXIM GROUP LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF MAXIM GROUP LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 28th, 2022 • Phoenix Motor Inc. • Truck & bus bodies • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 22, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and Phoenix Motor Inc., a company incorporated under the laws of the State of Delaware (the “Company”).
ContractPhoenix Motor Inc. • November 13th, 2023 • Truck & bus bodies • Delaware
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2023 • Phoenix Motor Inc. • Truck & bus bodies
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of November 10, 2023, by and between Phoenix Motor Inc., a Delaware corporation (the “Company”), and JAK Opportunities II LLC, a Delaware limited liability corporation (the “Investor”).
PHOENIX MOTOR INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2022 • Phoenix Motor Inc. • Truck & bus bodies • New York
PURCHASE AGREEMENTPurchase Agreement • January 4th, 2024 • Phoenix Motor Inc. • Truck & bus bodies • New York
This Purchase Agreement (this “Agreement”), dated as of December 29, 2023 (the “Effective Date”), is by and between Ultimate Automotive Engineering Inc, a company incorporated under the laws of the California with its principal office at 14736 Valley Blvd, Ste B9, La Puente, CA 91746 (the “Purchaser”), and Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”). Each of the Purchaser and the Company is referred to herein each as a “Party”, and collectively as the “Parties”.
LOAN AUTHORIZATION AND AGREEMENT (LA&A) A PROPERLY SIGNED DOCUMENT IS REQUIRED PRIOR TO ANY DISBURSEMENTLoan Authorization and Agreement • November 29th, 2021 • Phoenix Motor Inc. • Truck & bus bodies
This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.
ESCROW AGREEMENTEscrow Agreement • June 13th, 2022 • Phoenix Motor Inc. • Truck & bus bodies • Delaware
This Escrow Agreement dated this 7th day of June, 2022 (the “Escrow Agreement”), is entered into by and among Phoenix Motor Inc., a Delaware company (the “Company” or “Phoenix Motor”), having an address at 1500 Lakeview Loop, Anaheim, CA 92807, Prime Number Capital LLC, having an address at 14 Myrtle Drive, Great Neck, New York 11021, as the representative of the Underwriters (as defined hereafter) (the “Representative”, and together with the Company, each a “Party” and collectively, the “Parties”), and Wilmington Trust, National Association, as escrow agent (“Escrow Agent”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Underwriting Agreement (as defined hereafter).
PHOENIX MOTOR INC. WARRANT TO PURCHASE COMMON STOCKPhoenix Motor Inc. • February 12th, 2024 • Truck & bus bodies • New York
THIS CERTIFIES THAT, for value received and subject to the terms and conditions set forth below,[___________], or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Phoenix Motor Inc., a Delaware corporation, with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”) [_________]shares of the Common Stock of the Company (the “Common Stock”), subject to adjustment as provided herein. This Warrant is being issued pursuant to the terms of the Securities Purchase Agreement, dated February 6, 2024, by and among the Company and the original Holder of this Warrant and the other parties named therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2024 • Phoenix Motor Inc. • Truck & bus bodies • New York
This Securities Purchase Agreement (this “Agreement”), dated as of February 7, 2024 (the “Effective Date”), is by and between Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Each of the Purchasers and the Company is referred to herein each as a “Party”, and collectively as the “Parties”.
ASSET PURCHASE AGREEMENT by and among PROTERRA INC, PROTERRA OPERATING COMPANY, INC. (“Sellers”) and PHOENIX MOTOR, INC. (“Purchaser”) DATED AS OF NOVEMBER 13, 2023Asset Purchase Agreement • November 17th, 2023 • Phoenix Motor Inc. • Truck & bus bodies • Delaware
This ASSET PURCHASE AGREEMENT (collectively with the Exhibits and Schedules referred to herein, this “Agreement”) is made as of the 13th day of November, 2023 (the “Execution Date”), by and among PROTERRA INC, a Delaware corporation (“Holdco”), PROTERRA OPERATING COMPANY, INC., a Delaware corporation (“Opco” and together with Holdco, “Sellers” and each a “Seller”), and PHOENIX MOTOR, INC., a Delaware corporation (“Purchaser”).
PHOENIX MOTOR INC. WARRANT TO PURCHASE COMMON STOCKPhoenix Motor Inc. • February 15th, 2024 • Truck & bus bodies • New York
THIS CERTIFIES THAT, for value received and subject to the terms and conditions set forth below, Gaoan Capital Management, LLC, or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Phoenix Motor Inc., a Delaware corporation, with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”) 600,000 shares of the Common Stock of the Company (the “Common Stock”), subject to adjustment as provided herein. This Warrant is being issued pursuant to the terms of the Securities Purchase Agreement, dated January 4, 2024, by and among the Company and the original Holder of this Warrant and the other parties named therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2023 • Phoenix Motor Inc. • Truck & bus bodies • Delaware
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of October 26, 2023, by and between PHOENIX MOTOR INC., a Delaware corporation (the “Company”), and JAK Opportunities II LLC, a Delaware limited liability company (the “Investor”).
ROMEO SYSTEMS, INC. PRODUCT SUPPLY MASTER AGREEMENTProduct Supply Master Agreement • November 29th, 2021 • Phoenix Motor Inc. • Truck & bus bodies • California
This ROMEO PRODUCT SUPPLY MASTER AGREEMENT (this “Agreement”) is entered into as of 8 September , 2020 by and between Romeo Systems, Inc., a Delaware corporation (“Romeo”) and Phoenix Cars LLC dba Phoenix Motorcars, a Delaware limited liability company (“Purchaser”), with reference to the following facts:
Service Level Agreement (SLA) for Phoenix Motorcars by Romeo Systems, Inc.Phoenix Motor Inc. • November 29th, 2021 • Truck & bus bodies
Phoenix Motorcars Factory Direct Representative AgreementRepresentative Agreement • November 29th, 2021 • Phoenix Motor Inc. • Truck & bus bodies
This Phoenix Motorcars Factory Direct Representative Agreement (the “Agreement”) is made and entered into as of February 22nd, 2019, (the “Effective Date”) by and between Phoenix Cars, LLC, having its offices at 401 S. Doubleday Avenue, Ontario, CA 91761 (“PMC”), and Creative Bus Sales, Inc. (“FACTORY REP”), having a headquarters at 14740 Ramona Avenue, Chino, CA 91710, for themselves and on behalf of all of their successors and assigns. Each of PMC and FACTORY REP shall be referred to herein as a “Party”, and together as the “Parties”.
Paycheck Protection Program (PPP) Loan Application and Agreement Zions Bancorporation, N.A. (“Bank”) may require financial information and documentation in addition to this application to review and underwrite a loan request. Supporting information...Credit Agreement • November 29th, 2021 • Phoenix Motor Inc. • Truck & bus bodies
This E-Sign Consent for Execution and Delivery of Electronic Documents (“Consent”) applies to all electronic records for Personal Financial Statement (“PFS”) and disclosures, agreements or applications for deposit, lending, card and online banking products and services (“Services”). Specifically, if you would like to get or give a PFS and/or obtain one or more Services by electronic means, then we first need to obtain your consent. More specifically, we need to obtain your consent in order: (i) for you to provide either or both your electronic agreement or signature to one or more electronic agreements; and (ii) for us to deliver information to you in electronic rather than in paper form.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2023 • Phoenix Motor Inc. • Truck & bus bodies
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of June 23, 2023, by and between Phoenix Motor Inc., a Delaware company (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
SERVICE AGREEMENTService Agreement • January 4th, 2024 • Phoenix Motor Inc. • Truck & bus bodies • California
PARTY A “EdisonFuture Motor Inc.”, an entity incorporated under the laws of Delaware US, and Party B “Ultimate Automotive Engineering Inc.”. an entity incorporated under the laws of California US, desire to enter into this Agreement to permit PARTY A to use Party B’s products and services as further set forth in this Agreement. This Agreement consists of the following terms which are detailed below.
Stock Option AgreementStock Option Agreement • November 29th, 2021 • Phoenix Motor Inc. • Truck & bus bodies • Delaware
This Stock Option Agreement (this “Agreement”) is dated as of January 24, 2021 by and between Phoenix Motors, Inc., a Delaware corporation (the “Company”) and Xiaofeng Peng (“Optionee”).
SETTLEMENT AGREEMENTSettlement Agreement • January 4th, 2024 • Phoenix Motor Inc. • Truck & bus bodies
IAT Automobile Design LLC, a California Limited Liability Company with its principal office at 2000 Wattles Dr. Los Angeles, CA 90046 (hereinafter referred to as “IAT”).
SERVICE AGREEMENTService Agreement • January 4th, 2024 • Phoenix Motor Inc. • Truck & bus bodies • California
PARTY A “EdisonFuture Motor Inc.”, an entity incorporated under the laws of Delaware US, and Party B “Ultimate Automotive Engineering Inc.” an entity incorporated under the laws of California US, desire to enter into this Agreement to permit PARTY A to use Party B’s products and services as further set forth in this Agreement. This Agreement consists of the following terms which are detailed below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2024 • Phoenix Motor Inc. • Truck & bus bodies • New York
This Securities Purchase Agreement (this “Agreement”), dated as of January 4, 2024 (the “Effective Date”), is by and between Gaoan Capital Management LLC, a limited liability company formed under the laws of California with its principal office at 1239 Talbryn Dr, Belmont, CA 94002 (the “Purchaser”), and Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”). Each of the Purchaser and the Company is referred to herein each as a “Party”, and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2024 • Phoenix Motor Inc. • Truck & bus bodies • New York
This Securities Purchase Agreement (this “Agreement”), dated as of January 11, 2024 (the “Effective Date”), is by and between Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Each of the Purchaser and the Company is referred to herein each as a “Party”, and collectively as the “Parties”.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONCombined Financial Information • April 10th, 2024 • Phoenix Motor Inc. • Truck & bus bodies
On November 13, 2023, Phoenix Motor Inc. (“Phoenix Motor” or the “Company”) entered into two Asset Purchase Agreements (collectively, the “Asset Purchase Agreements”) with Proterra, Inc. and its subsidiary, Proterra Operating Company, Inc. (collectively, “Proterra”), pursuant to which Phoenix Motor agreed to purchase substantially all of the assets of the Proterra Transit business line.
PHOENIX MOTOR, INC. INCENTIVE STOCK OPTION AGREEMENTEquity Incentive Plan • November 29th, 2021 • Phoenix Motor Inc. • Truck & bus bodies
THIS AGREEMENT made as of _____________, 2021 [insert date on which Committee grants the Option] (the “Grant Date”), by and between Phoenix Motor, Inc. (the “Company”), and ____________________ (the “Optionee”).
INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • May 24th, 2022 • Phoenix Motor Inc. • Truck & bus bodies • Delaware
INTERCOMPANY LOAN AGREEMENT (this “Agreement”), dated as of January 20, 2022, by and between SPI Energy Co., Ltd., a Cayman Islands exempted company (“Lender”), and Phoenix Motor Inc.., a Delaware corporation (“Borrower”), an indirect wholly-owned subsidiary of Lender.
