Phoenix Motor INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2022 • Phoenix Motor Inc. • Truck & bus bodies • New York
The undersigned, Phoenix Motor Inc., a Delaware company (the “Company”), hereby confirms its agreement (this “Agreement”) with several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule A hereto for which Prime Number Capital, LLC acting as the representative of the several Underwriters (in such capacity, the “Representative”) to issue and sell an aggregate of 2,500,000 shares of common stock (the “Firm Shares”) of the Company, par value $0.0004 per share (“Common Stock”). The Company has also granted to the several Underwriters an option to purchase up to 375,000 additional shares of Common Stock, on the terms and for the purposes set forth in Section 2(c) hereof (the “Additional Shares”). The Firm Shares and any Additional Shares purchased pursuant to this Agreement are herein collectively referred to as the “Offered Securities.” The offering and sale of the Offered Securities contemplated
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].
ESCROW AGREEMENTEscrow Agreement • May 24th, 2022 • Phoenix Motor Inc. • Truck & bus bodies • Delaware
This Escrow Agreement dated this [●] day of [●], 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).
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.
