PROTERRA OPERATING COMPANY, INC. AMENDMENT NO. 2 TO SECURED CONVERTIBLE PROMISSORY NOTES AND NOTE PURCHASE AGREEMENTSecured Convertible Promissory Notes and Note Purchase Agreement • April 3rd, 2023 • Proterra Inc • Motor vehicles & passenger car bodies • New York
This Amendment No. 2 to Secured Convertible Promissory Notes and Note Purchase Agreement (this “Amendment”) is entered into as of March 31, 2023, by and among Proterra Operating Company, Inc. (formerly known as Proterra Inc.), a Delaware corporation (the “Company”), each Subsidiary (as defined in the Purchase Agreement) of the Company identified on the signature pages hereof (each a “Guarantor”), 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 (a) amends the Note Purchase Agreement, by and among the Company, the Guarantors (as defined therein), the Investors (as defined therein), and CSI GP I LLC, as Collateral Agent, dated August 4, 2020 as amended by Amendment No. 1 to Secured Convertible Promissory Notes and Note Purchase Agreement, dated as of August 31, 2020 (the “Existing Purchase Agreement”; and the Existing Purchase Agreement, as fro
