PROTERRA OPERATING COMPANY, INC. AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • May 24th, 2023 • Proterra Inc • Motor vehicles & passenger car bodies • New York
This Amendment to Secured Convertible Promissory Note (this “Amendment”) is entered into as of May 19, 2023 (the “Amendment Effective Date”), by and among Proterra Operating Company, Inc. (formerly known as Proterra Inc.), a Delaware corporation (the “Company”), Proterra Inc., a Delaware corporation and the sole shareholder of the Company (“Parent”), the Collateral Agent and each of the Investors party hereto (the “Consenting Investors”). This Amendment amends and restates in its entirety the Secured Convertible Promissory Note issued by the Company to Generation IM Climate Solutions II, L.P. (the “Holder”) in connection with that certain Note Purchase Agreement, dated as of August 4, 2020 (as amended, the “Note Purchase Agreement”; terms used herein but not defined herein shall have the meaning given in the Note Purchase Agreement) by an among, among others, the Company and the Consenting Investors (such Secured Convertible Promissory Note, as amended prior to the date hereof, the “Ex
