Exhibit 4.1

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION OR QUALIFICATION THEREFROM.

COMMON STOCK PURCHASE WARRANT

THIS WARRANT TO PURCHASE COMMON STOCK (this “Warrant”) certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder is entitled to purchase from the Company, upon the terms and subject to the conditions set forth herein, 80,896 fully paid and non-assessable shares of the Company’s Common Stock (as defined below) (the “Warrant Shares”) at an exercise price per share equal to $3.00 (the “Exercise Price”), subject to adjustment as provided herein. The number of Warrant Shares and the Exercise Price shall be subject to adjustment as set forth in Section 4.

SECTION 1. DEFINITIONS

As used in this Warrant, in addition to terms defined elsewhere in this Warrant, the following terms shall have the meanings set forth below:

“Aggregate Exercise Price” means, with respect to any particular exercise of this Warrant, an amount equal to the product of (a) the Exercise Price multiplied by (b) the number of Warrant Shares being purchased in such exercise.

“Board” means the Board of Directors of the Company.

“Business Day” means any day that is not a Saturday, Sunday, a day on which the Company is closed, or a day on which banks in New York, New York are required by law to be closed.

“Closing Date” means the date on which the closing of the transaction or agreement pursuant to which this Warrant is being issued occurs, as specified in the definitive agreement between the Company and the Holder.

“Closing Price” means the last reported sale price per share of Common Stock on OTC Markets (or, if not then traded on OTC Markets, on such other Trading Market on which the Common Stock is then principally listed or quoted) on a given Trading Day, as reported by OTC Markets (or a comparable successor reporting service).

“Common Stock” means the common stock, par value $0.0004 per share, of the Company, and any securities into which such Common Stock may hereafter be reclassified or for which it may be exchanged pursuant to the terms hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exercise Period” means the period commencing on the Original Issue Date and ending at 5:00 p.m. (Eastern Time) on the Expiration Date, unless this Warrant is earlier terminated in accordance with its terms.

“Exercise Price” has the meaning set forth in the preamble to this Warrant, as adjusted from time to time in accordance with Section 4.

“Expiration Date” means the date that is five (5) years after the Closing Date.

“Fair Market Value” per share of Common Stock means (a) if the Common Stock is then traded or quoted on a Trading Market, the average of the Closing Prices for the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the date of determination; or (b) if the Common Stock is not then listed or quoted on any Trading Market and no reported prices are available, the fair market value per share as determined in good faith by the Board, which determination shall be conclusive absent manifest error.

“Fully Diluted Basis” means on a basis that assumes that this Warrant and each other outstanding warrant, option, convertible security or similar instrument are fully exercised or converted (and the applicable exercise or conversion price paid to the Company) prior to any distribution of Company assets; provided, however, that any such instrument that, on the date of determination, has an exercise or conversion price that exceeds the value of the securities for which it is exercisable or convertible shall be deemed not to have been exercised or converted for purposes of such calculation. The Company represents and warrants that the number of Warrant Shares was calculated on a Fully Diluted Basis.

“Notice of Exercise” means a written notice of exercise in substantially the form attached hereto as Exhibit A, duly executed by the Holder.

“OTC Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB, OTCID, and Pink Limited.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

“Trading Day” means any day on which OTC Markets (or such other Trading Market on which the Common Stock is then listed or quoted) is open for the trading of Common Stock and on which a Closing Price is reported.

“Trading Market” means any nationally recognized securities exchange, inter-dealer quotation system, or over-the-counter market on which the Common Stock is listed or quoted for trading, including OTC Markets, the Nasdaq Capital Market, the NYSE American, or any successor thereto.

“Warrant Shares” has the meaning set forth in the preamble to this Warrant, as adjusted from time to time in accordance with Section 4.

SECTION 2. TERM

2.1 Term. This Warrant shall be exercisable, in whole or in part, at any time and from time to time during the Exercise Period. This Warrant shall automatically expire and become void and of no further force or effect at 5:00 p.m. (Eastern Time) on the Expiration Date. Any portion of this Warrant not exercised prior to the Expiration Date shall be forfeited and cancelled without any further action required by any party.

SECTION 3. EXERCISE OF WARRANT

3.1 Manner of Exercise. This Warrant may be exercised, in whole or in part, during the Exercise Period by the Holder by delivering to the Company, at its principal executive offices (or such other address as the Company may designate by notice to the Holder), the following: (a) this Warrant (or, if claimed lost, an affidavit of loss and indemnity reasonably satisfactory to the Company); (b) a duly executed Notice of Exercise specifying the number of Warrant Shares being purchased and the form of exercise elected; and (c) in the case of a Cash Exercise (as defined below), payment of the Aggregate Exercise Price in cash in accordance with Section 3.2 or, in the case of a Cashless Exercise (as defined below), as provided in Section 3.3.

3.2 Cash Exercise. The Holder may elect to pay the Aggregate Exercise Price in cash by delivering to the Company, concurrently with the Notice of Exercise, payment in an amount equal to the Aggregate Exercise Price by wire transfer of immediately available funds to an account designated by the Company, or by certified or bank check payable to the order of the Company (a “Cash Exercise”). A Cash Exercise shall not be effective until the Company has received immediately available funds in an amount equal to the Aggregate Exercise Price.

3.3 Cashless / Net-Issue Exercise. In lieu of paying the Aggregate Exercise Price in cash pursuant to Section 3.2, the Holder may elect, at its sole option, to exercise this Warrant (or any portion hereof) on a cashless or net-issue basis (a “Cashless Exercise”). In the case of a Cashless Exercise, the Holder shall surrender this Warrant (together with a duly executed Notice of Exercise indicating such election) and shall receive, without payment of any cash by the Holder, that number of Warrant Shares computed using the following formula:

X = Y × (A – B) / A

where:

No cash shall be payable by the Holder or by the Company in connection with any Cashless Exercise; the Company shall have no obligation to pay cash to the Holder in lieu of issuing Warrant Shares upon a Cashless Exercise, and the Holder shall have no obligation to pay cash to the Company upon a Cashless Exercise. If the foregoing formula would result in a negative number of Warrant Shares (i.e., if the Fair Market Value is less than or equal to the Exercise Price), then no Warrant Shares shall be issuable in a Cashless Exercise and the Holder’s election shall be void.

3.4 Issuance of Warrant Shares; Effectiveness of Exercise. Upon proper exercise of this Warrant (whether by Cash Exercise or Cashless Exercise), the Warrant Shares so purchased shall be deemed to have been issued to the Holder as the record owner thereof as of the close of business on the date of exercise (the “Exercise Date”). Subject to Section 3.5, the Company shall, within five (5) Business Days following the Exercise Date (the “Share Delivery Deadline”), cause to be issued and delivered to the Holder (or to such other person or persons as the Holder may direct in the Notice of Exercise) a certificate or certificates (or, if the Common Stock is uncertificated, a book-entry statement) evidencing the Warrant Shares so purchased. In the event that this Warrant is exercised in part, the Company shall, concurrently with the issuance of such Warrant Shares, execute and deliver to the Holder a new warrant, dated the date hereof and in all other respects identical to this Warrant, evidencing the right to purchase the remaining Warrant Shares not then being purchased.

3.5 No Fractional Shares. No fractional shares of Common Stock shall be issued in connection with any exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall pay to the Holder, in cash, an amount equal to such fractional share multiplied by the Fair Market Value per share of Common Stock as of the Exercise Date.

3.6 Taxes. The Company shall pay any and all documentary, stamp or similar issuance or transfer taxes payable with respect to the issuance and delivery of Warrant Shares to the Holder upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer of this Warrant or the Warrant Shares to any person other than the Holder, and no such transfer or issuance shall be made unless and until the person requesting such issuance has paid to the Company the amount of any such tax or has established, to the Company’s reasonable satisfaction, that such tax has been paid.

3.7 Reservation of Shares. The Company shall at all times during the Exercise Period reserve and keep available, out of its authorized and unissued shares of Common Stock, a sufficient number of shares of Common Stock to permit the full exercise of this Warrant. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to permit the exercise of this Warrant in full, the Company shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number as shall be sufficient for such purpose. The Holder shall be entitled to specific performance of the Company’s obligations under this Section 3.7, in addition to any other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security.

3.8 Valid Issuance. All Warrant Shares issued upon exercise of this Warrant shall, upon issuance and payment of the Exercise Price (or upon a valid Cashless Exercise), be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes, liens and charges with respect to the issuance thereof.

SECTION 4. ADJUSTMENTS

4.1 Stock Dividends; Stock Splits; Combinations; Reclassifications. In the event that, at any time or from time to time after the Original Issue Date, the Company shall: (a) pay or make a dividend or other distribution on its Common Stock payable in shares of Common Stock; (b) subdivide the outstanding shares of Common Stock into a larger number of shares (whether by stock split or otherwise); (c) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares (whether by reverse stock split or otherwise); or (d) issue any shares of its capital stock in a reclassification or recapitalization of the Common Stock (other than in connection with a merger or other event governed by Section 4.3), then, in each such case, (i) the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date for any such dividend or distribution, or the effective date of any such subdivision, combination or reclassification, by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator shall be the number of shares of Common Stock outstanding immediately after such event; and (ii) the number of Warrant Shares shall be correspondingly adjusted such that the aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant immediately after such event shall equal the aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant immediately before such event. Any adjustment made pursuant to this Section 4.1 shall become effective retroactively to the close of business on the record date for any such dividend or distribution, or shall become effective immediately upon the effective date of any such subdivision, combination, or reclassification.

4.2 Distributions of Assets, Cash, or Other Securities. If, at any time or from time to time after the Original Issue Date, the Company shall distribute to all holders of its Common Stock (other than in a transaction covered by Section 4.1 or Section 4.3): (a) evidence of indebtedness; (b) assets (excluding cash dividends paid from retained earnings in the ordinary course); (c) rights or warrants to subscribe for or purchase any security; or (d) securities of the Company or any of its subsidiaries, then, in each such case, the Exercise Price shall be reduced by an amount equal to the fair market value of such distribution allocable per share of Common Stock (as determined in good faith by the Board), and the number of Warrant Shares shall be correspondingly increased, in each case effective as of the record date for such distribution. In the alternative, at the election of the Holder, the Company shall provide the Holder with the opportunity to participate in such distribution as if the Holder had exercised this Warrant immediately prior to the record date for such distribution, without being required to actually exercise.

4.3 Reorganization; Merger; Consolidation; Sale of Assets. In the event of any reorganization, reclassification, recapitalization, merger, amalgamation or consolidation of the Company with or into another entity, or in the event of any sale, transfer, lease or conveyance of all or substantially all of the assets of the Company to another entity (each, a “Corporate Event”), proper provision shall be made so that, upon exercise of this Warrant at any time after the consummation of such Corporate Event, the Holder shall be entitled to receive, in lieu of or in addition to the Warrant Shares otherwise issuable upon such exercise, the same kind and amount of securities, cash and/or other property as would have been receivable upon consummation of such Corporate Event by a holder of the number of shares of Common Stock for which this Warrant was exercisable immediately prior to such Corporate Event (subject to any adjustment made to such consideration on the basis of applicable appraisal or dissenter’s rights). The Company shall not effect any Corporate Event unless, prior to consummation thereof, the successor or acquiring entity (or the Company if it is the surviving entity) shall have assumed, in writing delivered to the Holder, the obligations of the Company under this Warrant, including the obligation to deliver to the Holder the consideration referred to in the preceding sentence. The provisions of this Section 4.3 shall apply similarly and equally to successive Corporate Events.

4.4 Below Market / Dilutive Issuances.

(a) For purposes of this Section, the following terms shall have the meanings set forth below:

“Additional Shares of Common Stock” means all shares of Common Stock issued (or, pursuant to Section 3, deemed to be issued) by the Company after the Issue Date, other than Excluded Securities.

“Applicable Price” means, with respect to any issuance or deemed issuance of Additional Shares of Common Stock, the lowest price per share at which such Additional Shares of Common Stock are issued or deemed to be issued.

“Excluded Securities” means:

(i) shares of Common Stock or options to purchase shares of Common Stock issued to employees, officers, directors or consultants of the Company pursuant to stock option or equity incentive plans duly adopted by the Board;

(ii) shares of Common Stock issuable upon conversion, exchange or exercise of any security outstanding on the Original Issue Date;

(iii) shares of Common Stock issued as consideration in a bona fide acquisition or strategic transaction approved by the Board;

(iv) shares of Common Stock issued pursuant to any stock split, stock dividend, recapitalization or similar transaction for which adjustment is made pursuant to Section 4.1; or

(v) this Warrant and any shares of Common Stock issuable upon exercise hereof

(b) If at any time or from time to time after the Original Issue Date, the Company issues or is deemed to have issued Additional Shares of Common Stock at a price per share less than the then-current Exercise Price (a “Dilutive Issuance” and such lower price, the “Dilutive Issuance Price”), then, immediately upon each such Dilutive Issuance, the Exercise Price shall be reduced, automatically and without further action by any party, to a price equal to the Dilutive Issuance Price.

(c) For the avoidance of doubt, the adjustment described in Section 4.4 shall be calculated on a full ratchet basis, meaning:

(i) The Exercise Price shall be reduced to equal the lowest price per share at which any Additional Share of Common Stock is issued or deemed to be issued in any Dilutive Issuance, regardless of the number of shares issued at such lower price and without reference to any weighted average calculation;

(ii) Each subsequent Dilutive Issuance shall independently trigger a further downward adjustment to the Exercise Price, with no floor other than the par value of the Common Stock; and

(iii) No upward adjustment to the Exercise Price shall result from a subsequent issuance of Additional Shares of Common Stock at a price equal to or higher than the then-current Exercise Price.

4.5 Notice of Adjustment. Whenever the Exercise Price or the number of Warrant Shares shall be adjusted pursuant to this Section 4, the Company shall, within ten (10) Business Days following the event giving rise to such adjustment, deliver to the Holder a certificate signed by the chief financial officer of the Company setting forth, in reasonable detail: (a) the event requiring the adjustment; (b) the method of calculating the adjustment; (c) the Exercise Price and the number of Warrant Shares after giving effect to such adjustment; and (d) reasonable supporting documentation for such calculation. If the Holder disputes any such adjustment, the Holder shall deliver written notice of such dispute to the Company within fifteen (15) Business Days of receipt of such certificate, specifying in reasonable detail the basis for such dispute. The Company and the Holder shall negotiate in good faith to resolve any such dispute within ten (10) Business Days following the Company’s receipt of the Holder’s dispute notice. If the parties are unable to resolve such dispute within such period, the dispute shall be submitted to an independent, nationally recognized accounting firm mutually agreed upon by the Company and the Holder (or, if the parties cannot agree on such firm within five (5) Business Days, selected in accordance with the procedures set forth in the definition of Fair Market Value), whose determination shall be final and binding on the parties, and the costs of such accounting firm shall be borne by the non-prevailing party. Such certificate shall be conclusive evidence of the correctness of the adjustment absent manifest error.

4.6 Notice of Record Date / Corporate Events. In the event of: (a) the establishment of a record date for any dividend or distribution to holders of Common Stock (including any dividend or distribution payable in shares of Common Stock); (b) any reclassification or reorganization of the Common Stock; or (c) any merger, consolidation or sale of all or substantially all assets to which Section 4.3 applies, the Company shall mail or deliver to the Holder written notice of such event at least thirty (30) days prior to the applicable record date or effective date, as applicable.

4.7 No Double Adjustment. Notwithstanding any other provision of this Section 4, no single event shall give rise to an adjustment under more than one provision hereof. If a single event would give rise to adjustments under multiple provisions, the Company and the Holder shall cooperate in good faith to determine which provision(s) most appropriately apply, and the Company shall make such adjustment(s) as are equitable in the circumstances, but shall not make duplicative adjustments.

4.8 Minimum Adjustment. No adjustment to the Exercise Price shall be required under this Section 4 unless such adjustment would require an increase or decrease of at least $0.01 in the Exercise Price; provided, however, that any adjustments that are not made by reason of this Section 4.8 shall be carried forward and taken into account in any subsequent adjustment.

SECTION 5. TRANSFERABILITY; LEGEND; SECURITIES LAW COMPLIANCE

5.1 Restrictions on Transfer. This Warrant and the Warrant Shares issuable hereunder have not been registered under the Securities Act or any state securities laws. Neither this Warrant nor any Warrant Shares may be offered, sold, transferred, pledged, hypothecated, or otherwise disposed of except: (a) pursuant to an effective registration statement under the Securities Act covering such securities; (b) pursuant to Rule 144 under the Securities Act (or any successor rule or regulation), if available; or (c) pursuant to another available exemption from the registration requirements of the Securities Act. Any purported transfer in violation of the foregoing shall be null and void and of no force or effect.

5.2 Restrictive Legend. This Warrant, and each certificate or book-entry statement representing Warrant Shares, unless such Warrant Shares are registered under the Securities Act or unless such legend is otherwise not required pursuant to applicable law, shall bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION OR QUALIFICATION THEREFROM.”

5.3 Legend Removal. The Company shall, upon the written request of the Holder, cause to be issued replacement certificates or book-entry statements without the foregoing legend if: (a) the Warrant Shares represented thereby have been registered under the Securities Act and a current and effective registration statement is available with respect to the resale of such Warrant Shares; or (b) the Holder provides other evidence reasonably satisfactory to the Company that registration is not required with respect to the proposed transfer or continued holding of this Warrant or such Warrant Shares.

5.4 Transfer of Warrant; Assignment. Subject to compliance with Section 5.1, the Holder may transfer or assign this Warrant, in whole or in part, without the prior consent of the Company. Any such transfer shall be registered on the books of the Company upon surrender of this Warrant (or the applicable portion thereof) to the Company at its principal executive offices, accompanied by a duly executed Assignment Form in substantially the form attached hereto as Exhibit B. Upon surrender of this Warrant and delivery of such Assignment Form, the Company shall, within five (5) Business Days, execute and deliver: (a) to the transferee, a new warrant reflecting the transferred portion; and (b) if the transfer is only in part, to the Holder, a new warrant evidencing the remaining portion of this Warrant not so transferred. Any new warrant issued pursuant to this Section 5.4 shall be dated the Original Issue Date of this Warrant and shall be otherwise identical to this Warrant. The Holder and any transferee shall comply with all applicable securities laws in connection with any transfer of this Warrant or the Warrant Shares.

5.5 Registration Obligations. The Company shall have the obligations set forth in that certain Registration Rights Agreement dated of even date herewith between the Company and the Holder to register the Warrant Shares.

5.6 Investment Representations of Holder. As of the Original Issue Date, the Holder represents and warrants that: (a) the Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act; (b) the Holder is acquiring this Warrant and, upon exercise, will be acquiring the Warrant Shares, for its own account, for investment purposes only, and not with a view to the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws; (c) the Holder has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in this Warrant and the Warrant Shares; (d) the Holder understands that this Warrant and the Warrant Shares are “restricted securities” as defined in Rule 144 under the Securities Act and may not be transferred except in compliance with Section 5.1; and (e) the Holder has had access to such information regarding the Company as the Holder has deemed necessary in connection with its investment decision.

SECTION 6. MISCELLANEOUS

6.1 No Stockholder Rights Prior to Exercise. Nothing in this Warrant shall be construed to confer upon the Holder, solely by virtue of holding this Warrant and prior to the exercise hereof, any rights as a stockholder of the Company, including the right to vote, receive dividends, consent, or receive notice as a stockholder with respect to any meeting of stockholders or any election of directors. The Holder shall not be entitled to any rights with respect to any shares of Common Stock issuable upon exercise of this Warrant until such time as this Warrant is duly exercised in accordance with Section 3, except as otherwise expressly provided in Section 4 with respect to adjustments for distributions and Corporate Events.

6.2 Amendments; Waivers. This Warrant may not be amended, modified, supplemented, or restated, and no provision hereof may be waived, discharged or terminated, except by a written instrument signed by the Company and the Holder (or, in the case of a waiver, by the party granting such waiver). No waiver of any provision of this Warrant shall operate as a waiver of any other provision hereof, nor shall any single or partial waiver of any right or remedy constitute a waiver of any other right or remedy.

6.3 Notices. All notices, requests, consents, demands, and other communications required or permitted to be given under this Warrant shall be in writing and shall be deemed to have been duly given: (a) upon delivery, if delivered personally to the recipient; (b) one (1) Business Day after deposit with a nationally recognized overnight courier service, with delivery charges prepaid; (c) three (3) Business Days after mailing, if sent by certified or registered mail, return receipt requested, postage prepaid; or (d) upon electronic transmission (including email with confirmation of receipt) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Notices shall be addressed as follows:

Either party may change its address for notices by delivering written notice to the other party in accordance with this Section 6.3.

6.4 Governing Law. This Warrant shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

6.5 Jurisdiction; Venue. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York, in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and hereby irrevocably waives any objection to the laying of venue in such courts and any objection that such courts are an inconvenient forum.

6.6 Waiver of Jury Trial. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS WARRANT OR ANY MATTER ARISING IN CONNECTION HEREWITH OR THEREWITH.

6.7 Entire Agreement. This Warrant constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations, and understandings of the parties with respect to such subject matter. No prior drafts of this Warrant shall be used in the interpretation or construction of this Warrant.

6.8 Severability. If any provision of this Warrant is held by a court of competent jurisdiction to be illegal, invalid or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of the remaining provisions of this Warrant shall not be affected or impaired thereby.

6.9 Counterparts; Electronic Signatures. This Warrant may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF or other image of a manually signed signature) shall be treated as original signatures for all purposes.

6.10 Headings. The section headings contained in this Warrant are for convenience of reference only and shall not affect the meaning or interpretation of this Warrant.

6.11 Construction. The rules of construction and interpretation specified in Sections 1.2 through 1.4 of the Loan Agreement shall likewise govern the construction and interpretation of this Warrant.

6.12 Successors and Assigns. Subject to Section 5.4, this Warrant shall be binding upon and inure to the benefit of the Company and the Holder and their respective heirs, executors, legal representatives, successors, and permitted assigns. Nothing in this Warrant shall be construed to restrict or limit any transfer by the Company of its obligations hereunder in connection with any merger, acquisition, or sale of all or substantially all assets, provided that the successor or acquiring entity assumes in writing the obligations of the Company hereunder.

6.13 Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company shall, upon receipt of (a) an affidavit of loss or mutilation and (b) an agreement of indemnity by the Holder in form and substance reasonably satisfactory to the Company (and, in the case of mutilation, surrender of the mutilated Warrant), issue a replacement warrant of like tenor and date.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its duly authorized officer as of the Original Issue Date first written above.

[Signature Page to Common Stock Purchase Warrant]

EXHIBIT A

NOTICE OF EXERCISE

ATTN: [Chief Executive Officer / General Counsel]

The undersigned, being the registered Holder of Common Stock Purchase Warrant No. 1 (the “Warrant”) issued by Phoenix Motor, Inc. (the “Company”), hereby elects to exercise the Warrant with respect to Warrant Shares (the “Exercised Shares”) and:

(Check one)

☐ Cash Exercise (Section 3.2). The undersigned elects to pay the Aggregate Exercise Price by wire transfer / certified check. The Aggregate Exercise Price is $ (i.e., Warrant Shares × $ per share Exercise Price).

☐ Cashless / Net-Issue Exercise (Section 3.3). The undersigned elects to exercise the Warrant on a cashless / net-issue basis pursuant to Section 3.3 of the Warrant. No cash payment accompanies this Notice.

The Exercised Shares shall be issued in the following name and delivered as follows:

Issue to: _____________________

Address: _____________________

DTC Participant / Brokerage Account: _____________________

The undersigned hereby represents and warrants that: (a) it is acquiring the Exercised Shares for its own account, for investment purposes only, and not with a view to distribution in violation of applicable securities laws; and (b) the exercise of the Warrant and the issuance of the Exercised Shares are exempt from registration under the Securities Act pursuant to [Rule 144 / Section 4(a)(2) / other applicable exemption].

Date: _____________________

[_____________________]

By: _____________________

Name: _____________________

Title: _____________________

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all right, title and interest in and to the attached Common Stock Purchase Warrant (or the portion thereof described below) of [PEVM full legal entity name]:

The undersigned hereby irrevocably appoints _____________________ as attorney-in-fact to transfer the said Warrant on the books of the within-named Company.

The undersigned further represents and warrants that the transfer of the Warrant and the Warrant Shares issuable thereunder is being made in compliance with the applicable provisions of Section 5 of the Warrant, including the transfer restrictions set forth therein, and [is exempt from registration under the Securities Act pursuant to _____________________] / [is being made pursuant to an effective registration statement].

The Assignee, by its signature below, acknowledges receipt of a copy of the Warrant, agrees to be bound by all terms and conditions of the Warrant as if it were the original “Holder” named therein, and makes the investment representations set forth in Section 5.6 of the Warrant as of the date of this Assignment.

Date: _____________________

ASSIGNOR:

[_____________________] (or successor Holder)

By: _____________________

Name: _____________________

Title: _____________________

ASSIGNEE:

[_____________________]

By: _____________________

Name: _____________________

Title: _____________________

Exhibit 10.1

TERM LOAN, SECURITY AND GUARANTY AGREEMENT

THIS TERM LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of June 1, 2026, by and among PHOENIX MOTOR INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party to this Agreement and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (together with its permitted successors and assigns, the “Lender”).

RECITALS

A. The Borrower, through its wholly owned Subsidiaries, PhoenixEV and PhoenixEV Operating, is engaged in the business of designing, developing, manufacturing, assembling and integrating electric drive systems and light and medium duty electric vehicles, including, through its “proterra transit business unit” owned by PhoenixEV, designing, developing and selling electric transit buses as an original equipment manufacturer for North American public transit agencies, airports, universities and other commercial transit fleets (collectively, the “Proterra Transit Business”).

B. The Borrower has requested that the Lender make available to Borrower on the Closing Date a single draw term loan facility in the amount of $4,000,000 of principal, provided that the principal face amount of the Note would be $5,000,000. The proceeds of such funded amount would be used solely for the purposes described in Section 7.13 below.

C. To induce the Lender to extend such credit to the Borrower and in partial consideration therefor, the Borrower wishes to secure all of the Obligations by granting in favor of the Lender a first priority perfected security interest in, and Lien upon, all of its assets, properties and rights.

D. To further induce the Lender to extend such credit to the Borrower and in partial consideration therefor, the Guarantors wish to (i) unconditionally guaranty on a joint and several basis all of the Obligations pursuant to the Guaranty and (ii) secure all of the Obligations by granting in favor of the Lender a first priority perfected security interest in, and Lien upon, all of its assets, properties and rights.

E. In addition, to further induce the Lender to extend such credit to the Borrower and in partial consideration therefor, at the Closing, the Borrower wishes to (i) issue and deliver the Warrant to the Lender and (b) grant to the Lender the irrevocable right and option to acquire 49.0% of the Equity Interests of PhoenixEV pursuant to the terms of the PhoenixEV Equity Interest Option Agreement.

F. The Lender is willing to extend such credit to the Borrower, all on the terms and subject to the conditions set forth herein and in the other Loan Documents.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Loan Parties and the Lender hereby agree as follows:

SECTION 1.

DEFINITIONS AND RULES OF CONSTRUCTION

1.1 Unless otherwise defined herein, the following capitalized terms have the following meanings:

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“2023 PTB Asset Purchase Documents” means, collectively, (i) that certain Asset Purchase Agreement dated as of November 13, 2023, as amended by that certain First Amendment to Asset Purchase Agreement dated as of December 1, 2023, and that certain Second Amendment to Asset Purchase Agreement dated as of December 15, 2023 (as so amended, together with the exhibits and schedules thereto, the “2023 PTB Asset Purchase Agreement”), by and among Proterra, Inc. and Proterra Operating Company, Inc. as “Sellers,” and the Borrower, as “Purchaser,” and (ii) that certain Intellectual Property Assignment Agreement dated as of January 11, 2024, among Proterra, Inc. and Proterra Operating Company, Inc. as “Assignors,” and Borrower, as “Assignee.”

“2025 PhoenixEV Asset Purchase Agreement” means that certain Asset Purchase Agreement dated as of December 31, 2025, as amended by the 2025 PhoenixEV Asset Purchase Agreement Amendment, together with the exhibits and schedules thereto, by and among the Borrower and Phoenix Cars, as “Sellers,” and PhoenixEV, as “Purchaser.”

“2025 PhoenixEV Asset Purchase Agreement Amendment” has the meaning set forth in Section 4.16.

“Affiliate” means (a) any Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question, (b) any Person directly or indirectly owning, controlling or holding with power to vote more than ten percent (10%) or more of the outstanding voting securities of another Person or (c) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held by another Person with power to vote such securities. As used in the definition of “Affiliate,” the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, none of the Persons that own Parent will be deemed to be an Affiliate for purposes of this Agreement and the other Loan Documents.

“Agreement” means this Term Loan, Security and Guaranty Agreement, as amended from time to time.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto.

“Base Interest Rate” means 10.0% per annum.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America, or any successor thereto.

“Borrower” has the meaning given to such term in the preamble.

“Borrowing Notice” means a notice of borrowing substantially in the form previously provided to the Borrower.

“Business Day” means any day other than Saturday, Sunday, and any other day on which banking institutions in the State of New York are closed for business.

“Change of Control” means any of the following: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the 1934 Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the 1934 Act) of more than fifty percent (50%) of the Equity Interests of the Borrower entitled to vote for members of its board of directors (or similar governing body) on a fully diluted basis; (b) the Borrower shall fail to own 100% of the outstanding and issued Equity Interests of the other Loan Parties calculated on a fully diluted basis, provided that after the consummation of the transactions contemplated by the PhoenixEV Equity Interest Option Agreement, the Borrower fails to own at least 51% of the outstanding and issued Equity Interests of PhoenixEV calculated on a fully diluted basis; or (c) except as provided in this Agreement or the PhoenixEV Equity Interest Option Agreement with respect to PhoenixEV, the Borrower shall fail to have the power and authority to elect 100% of the members of the board of directors or similar governing body of the other Loan Parties.

“Closing Date” means the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” has the meaning given to such term in Section 3.2.

“Common Stock” means the common stock, par value $0.0004 per share, of the Borrower.

“Confidential Information” has the meaning given to it in Section 12.11.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability of that Person with respect to (i) any obligations arising from a guaranty, indemnity or other assurance of payment or performance with respect to any Indebtedness, lease, dividend, letter of credit or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the Ordinary Course of Business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Control Agreement” means an agreement, in form and substance satisfactory to the Lender, among the applicable Loan Party, the Lender and a depository bank acceptable to the Lender, pursuant to which the Lender obtains control over the Deposit Accounts or Securities Accounts of the Loan Parties, or any other deposit account, as applicable.

“Default” means any event, act or condition that, with notice or lapse of time, or both, would constitute an Event of Default.

“Default Rate” means the Base Interest Rate plus ten percent (10.0%) per annum.

“Deposit Accounts” has the meaning set forth in Article 9 of the UCC.

“Disbursement Instructions” means the disbursement instructions attached as Annex A to the Borrowing Notice.

“Disclosure Schedules” has the meaning given to such term in Section 5.

“Disposition” means, with respect to any Person, any sale, transfer, lease, contribution, assignment, exclusive license or exclusive sublicense or other conveyance (including by way of merger or division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws)) of, or the granting of options, warrants or other rights to, any of such Person’s or any of such Person’s Subsidiaries’ assets, interests, or properties (including Equity Interests of Subsidiaries) to any other Person in a single transaction or series of transactions.

“Dollar”, “Dollars” and the symbol “$” each means lawful money of the United States of America.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the shares (of whatever class) in the capital of such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of any of the foregoing, and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination,

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of any Loan Party’s controlled group, or under common control with any Loan Party, within the meaning of Section 414 (b) or (c) of the Code or, for purposes of Section 412 and 430 of the Code, under Section 414(m) or (o) of the Code.

“ERISA Event” means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) at the time when the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are applicable to any Loan Party or any ERISA Affiliate an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to a Plan within the following 30 days; (b) the filing by any Loan Party or any ERISA Affiliate of an application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan or Multiemployer Plan of a notice of intent to terminate such Plan or Multiemployer Plan pursuant to Section 4041 or 4041A of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien under Section 303(k) of ERISA on the assets of any Loan Party or any ERISA Affiliate shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring any Loan Party or any ERISA Affiliate to provide security to such Plan pursuant to Section 436(f) of the Code; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan; provided, however, that the event or condition set forth in Section 4042(a)(4) of ERISA shall be an ERISA Event only if the PBGC has notified any Loan Party or any ERISA Affiliate that it has made a determination under such section or that it is considering termination of a Plan on such grounds.

“Event of Default” has the meaning given to it in Section 8.

“Excluded Account” means, with respect to the Borrower or any other Loan Party, any (i) deposit account used solely for (A) payroll and accrued payroll expenses, (B) tax payments or (C) employee benefit payments, (ii) zero balance accounts and (iii) accounts having an average daily balance, in the aggregate, of less than $10,000.

“Excluded Assets” has the meaning given to it in Section 3.3.

“Excluded Taxes” shall mean (i) Taxes imposed on or with respect to the Lender’s overall net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (a) imposed as a result of the Lender being organized under the laws of, or having its principal office, or, its applicable lending office located in, the jurisdiction imposing such Tax or (b) that are Other Connection Taxes, (ii) in the case of the Lender, any U.S. federal withholding Taxes imposed on the Lender with respect to the payments it is entitled to receive hereunder pursuant to laws in effect on the date it becomes a party to this Agreement (which in the case of any permitted assignee of Lender, other than any assignment request by the Borrower, shall mean the date as of which Lender’s rights and obligations under this Agreement are assigned to such Person), in each case, except to the extent that, pursuant to Section 7.9 amounts with respect to such Taxes were payable to such Lender’s assignor immediately before such Lender became a party hereto, (iii) Taxes attributable to the Lender’s failure to comply with Section 7.10(e), and (iv) any U.S. federal withholding taxes imposed on Lender under FATCA.

“FATCA” means Section 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any applicable intergovernmental agreement with respect thereto.

“Fraudulent Transfer Laws” has the meaning given to such term in Section 11.6.

“GAAP” means generally accepted accounting principles in the United States, as in effect from time to time; provided, that no change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower, any other Loan Party or any other Subsidiary of the Borrower shall be given effect for purposes of measuring compliance with any provision of this Agreement unless the Borrower and the Lender agree to modify such provisions to reflect such changes in GAAP.

“Governmental Authority” means any federal, state, local, foreign or other agency, authority, body, commission, court, instrumentality, political subdivision, central bank, or other entity or officer exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions for any governmental, judicial, investigative, regulatory or self-regulatory authority.

“Guarantors” means the Persons a party to the Guaranty as “Guarantors.”

“Guaranty” has the meaning given to it in Section 10.1.

“Indebtedness” means indebtedness of any kind in accordance with GAAP, including (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including reimbursement and other obligations with respect to surety bonds, letters of credit and similar obligations, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all obligations to pay the deferred purchase price for property or services other than trade payables and accrued expenses payable in the Ordinary Course of Business and not overdue by more than forty-five (45) days, (d) all capital lease obligations, (e) indebtedness secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse and (f) all Contingent Obligations.

“Indemnified Person” has the meaning given to it in Section 11.16.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Intellectual Property” has the meaning given to it in Section 3.1(e).

“Investment” means, with respect to any Person, (i) any acquisition by such Person, or (ii) any loan, advance or extension of credit (other than to customers in the ordinary course of business) by such Person to, or any Guarantee or other contingent liability with respect to the capital stock, Indebtedness or other obligations of, or any contributions to the capital of, any other Person, or any ownership, purchase or other acquisition by such Person of any interest in any capital stock, limited partnership interest, general partnership interest, or other securities of any such other Person; and “Invest,” “Investing” or “Invested” means the making of an Investment.

“JJA” means J.J. Astor & Co., a Utah corporation.

“JJA Lawsuit” means that certain lawsuit titled J.J. Astor & Co., v. Phoenix Motor Inc, Phoenix Cars, LLC and Phoenix Motorcars Leasing, LLC, filed in the United States District Court for the District of Utah, Civil No. 2:26-cv-00047.

“JJA Loan” means the “Loans” as defined the JJA Loan Agreement.

“JJA Loan Documents” means, collectively, that certain Loan Agreement dated as of March 14, 2025 (as amended from time to time, the “JJA Loan Agreement”), between the Borrower and JJA, and all other “Transaction Documents” (or “Loan Documents as inadvertently used therein), as amended from time to time.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” has the meaning given to such term in the preamble.

“Liabilities” has the meaning given to it in Section 11.16.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, and any lease in the nature of a security interest.

“Loan Documents” means this Agreement, the Note, the Borrowing Notice, the Pledge Agreement, the Warrant, the Registration Rights Agreement, the PhoenixEV Equity Interest Option Agreement, any Control Agreements, the Patent Security Agreement, the Trademark Security Agreement, all UCC financing statements, any subordination or intercreditor agreements and all certificates, letter agreements, agreements and other documents executed in connection with, or related to, this Agreement and the consummation of the Transactions, as the same may be amended from time to time. The term Loan Documents does not include the Support Agreements or the 2025 PhoenixEV Asset Purchase Agreement Amendment.

“Loan Parties” and “Loan Party” each means, as the context may require, the Borrower and/or the Guarantors.

“Material Adverse Effect” means a material adverse change or effect on (i) the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties, taken as a whole; (ii) the ability of the Loan Parties, taken as a whole, to pay or perform, or guarantee the payment of, the Obligations or the Transactions, as applicable, in accordance with the terms of the Loan Documents; or (iii) the ability of the Lender to enforce any of its rights or remedies with respect to the Loan Documents or the Obligations or the Transactions; or (iv) the Liens on the Collateral or the priority of such Liens.

“Material Contracts” means (a) the 2023 PTB Asset Purchase Documents, (b) the 2025 PhoenixEV Asset Purchase Agreement or (c) any contract, agreement or arrangement to which the Borrower or any other Loan Party is a party (i) for which breach, termination, nonperformance or failure to renew would reasonably be expected to have a Material Adverse Effect, (ii) which would constitute a “Material Contract” as defined in the 2023 PTB Asset Purchase Agreement or (iii) that is otherwise material to the businesses (including the Proterra Transit Business), operations or prospects of the Borrower or any other Loan Party (including PhoenixEV).

“Maturity Date” means May 31, 2027.

“Maximum Legal Rate” has the meaning assigned to such term in Section 2.2.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Note” means that certain Senior Secured Term Loan Discount Note dated as of the Closing Date made by the Borrower in favor of the Lender in the principal face amount of $5,000,000.

“Obligations” means all principal, interest and other amounts due and owing under, arising out of or related to the Note or any other Loan Document, whether due or not due, direct or indirect, joint and/or several, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, now or hereafter existing, amended, renewed, extended, exchanged, restated, refinanced, refunded or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether for principal, interest, premiums, fees, costs, expenses (including attorneys’ fees) or other amounts incurred for collection, enforcement or otherwise, whether or not arising after the commencement of any proceeding under insolvency, bankruptcy or similar laws (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding, and whether or not recovery of any such obligation or liability may be barred by any statute of limitations or such indebtedness, claim, liability or obligation may otherwise be unenforceable.

“Ordinary Course of Business” means the ordinary course of business of the Borrower or any other Loan Parties, as applicable, undertaken in good faith and consistent with applicable Law and past practices.

“Other Connection Taxes” means, with respect to the Lender, Taxes imposed as a result of a present or former connection between the Lender and the jurisdiction imposing such Tax (other than connections arising from the Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest herein or in any Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than pursuant to an assignment request by the Borrower pursuant to this Agreement).

“Participant Register” has the meaning given to such term in Section 12.7(d).

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as amended from time to time.

“Payment Office” means the office at which the Borrower shall make any payments to the Lender under this Agreement, as set forth in Schedule 2.7.

“Pension Plan” means any employee pension benefit plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any other Loan Party or any ERISA Affiliate of any of the foregoing or to which the Borrower or any other Loan Party or any ERISA Affiliate of any of the foregoing contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding five plan years.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, other entity or government.

“Perfection Certificate” means that certain Perfection Certificate dated March 5, 2026, together with attachments, delivered by the Borrower to the Lender.

“Phoenix Motorcars Leasing” means Phoenix Motorcars Leasing LLC, a California limited liability company and direct wholly owned subsidiary of the Borrower. “Phoenix Cars LLC, a Delaware

“Phoenix Cars” means Phoenix Cars LLC, a Delaware corporation and direct wholly owned subsidiary of the Borrower.

“PhoenixEV” means PhoenixEV, Inc., a Delaware corporation and direct wholly owned subsidiary of the Borrower.

“PhoenixEV Equity Interest” means forty-nine percent (49.0%) of the Equity Interests in PhoenixEV calculated on a fully diluted basis to be issued to the Lender (or its designee) pursuant to the PhoenixEV Equity Interest Option Agreement.

“PhoenixEV Equity Interest Option Agreement” means that certain PhoenixEV Equity Interest Option Agreement dated as of the Closing Date among the Borrower, PhoenixEV and the Lender, as amended from time to time.

“PhoenixEV Operating” means PhoenixEV Operating LLC, a South Carolina limited liability company and a direct wholly owned subsidiary of PhoenixEV.

“PhoenixEV Valuation” has the meaning assigned to such term in Section 7.14.

“Pledge Agreement” means that certain Pledge Agreement dated as of the Closing Date by and between the Loan Parties named therein and the Lender, as amended from time to time.

“Property” means collectively, with respect to any Loan Party, the assets, properties and rights of such Loan Party.

“Proterra Transit Business” has the meaning assigned to it in the recitals. The term “Business” has the same meaning.

“Register” has the meaning assigned to such term in Section 12.6.

“Registration Rights Agreement” means that certain Registration Rights Agreement dated as of the Closing Date between the Borrower and the Holder (as defined in the Warrant), as amended from time to time.

“Regulation T” means Regulation T of the Board as from time to time in effect, and any successor to all or a portion thereof establishing margin requirements.

“Regulation U” means Regulation U of the Board as from time to time in effect, and any successor to all or a portion thereof establishing margin requirements.

“Regulation X” means Regulation X of the Board as from time to time in effect, and any successor to all or a portion thereof establishing margin requirements.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of the Borrower or any other Loan Party, as applicable.

“Restricted Payment” means (a) any declaration or payment of a distribution, interest or dividend on, any payment on account of, or any setting apart assets for a sinking or other analogous fund for, any Equity Interests, (b) any distribution, advance or repayment of any Indebtedness to a direct or indirect holder of Equity Interests, (c) any purchase, redemption, or other acquisition or retirement for value of, or any setting apart assets for a sinking or other analogous fund for the purchase, redemption, or other acquisition or retirement for value of, any Equity Interests or (d) the payment of any management fees or other fees or similar compensation paid to (x) any officer or employee of the Loan Parties or any of its Subsidiaries (other than reasonable compensation paid to officers and employees for actual services rendered to the Borrower and its Subsidiaries in the Ordinary Course of Business), or (y) any direct or indirect holder of Equity Interests of the Loan Parties or any other Subsidiary of the Loan Parties or any Affiliate of any of the foregoing.

“Sanction(s)” means any economic or financial sanctions, trade embargoes or similar restrictions administered or enforced by the United States Government (including the OFAC), or the United Nations Security Council, the European Union, His Majesty’s Treasury (“HMT”).

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Filings” has the meaning given to it in Section 5.21(b).

“Secured Obligations” has the meaning given to it in Section 3.1.

“Securities Account” means an account to which a financial asset (as defined in the UCC) is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.

“Solvent” means, at any date, that: (a) the fair value of the assets (on a going concern basis) of the Loan Parties taken as a whole, exceeds their respective debts and liabilities on a consolidated basis taken as a whole, subordinated, contingent or otherwise; (b) the present fair saleable value of the property (on a going concern basis) of the Loan Parties on a consolidated basis taken as a whole, is greater than the amount that will be required to pay the probable liability, on a consolidated basis taken as a whole, of their respective debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the Ordinary Course of Business; (c) the Loan Parties on a consolidated basis taken as a whole, are able to pay their respective debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the Ordinary Course of Business; and (d) the Loan Parties on a consolidated basis taken as a whole, are not engaged in, and are not about to engage in, business contemplated as of the date hereof for which they have unreasonably small capital.

“Subsidiary” means an entity, whether corporate, partnership, limited liability company, joint venture or otherwise, in which any Loan Party owns or controls, directly or indirectly, 50% or more of the outstanding voting securities.

“Support Agreements” means, collectively, (i) that certain Stockholder Support Agreement dated as of February 17, 2026, among the Borrower, PhoenixEV, JCE Partners LLC and certain stockholders of the Borrower, and (ii) that certain Company Support Agreement dated as of February 16, 2026, among the Borrower, PhoenixEV and JCE Partners LLC, in each case in form and substance reasonably satisfactory to the Lender. Unless otherwise expressly provided, to the extent that any terms contained in the Support Agreements conflict with the terms of the Loan Documents, the terms of the Loan Documents shall govern.

“Tax” and “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax Return” means any document due or that shall become due to be filed with a Governmental Entity with respect to a Tax.

“Term Loan” means the term loan made by the Lender to the Borrower on the Closing Date pursuant to Section 2.1.

“Transactions” means, collectively, (i) the execution and delivery of this Agreement and the other Loan Documents, (ii) the funding of the Term Loan on the Closing Date, (iii) the issuance by the Borrower of the Warrant, (iv) the issuance of the PhoenixEV Equity Interests to the Lender or its designees and (v) the consummation of the other transactions contemplated by this Agreement.

“UCC” means the Uniform Commercial Code as the same is, from time to time, in effect in the State of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Lender’s Lien on any Collateral is governed by the Uniform Commercial Code as the same is, from time to time, in effect in a jurisdiction other than the State of New York, then the term “UCC” shall mean the Uniform Commercial Code as in effect, from time to time, in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions. For the avoidance of doubt, capitalized terms used herein or in any other Loan Document that are defined in the UCC and not otherwise defined herein or in another Loan Document shall be deemed to have the definition set forth in the UCC.

“USPTO” means the United States Patent and Trademark Office.

“Valuation Firm” has the meaning given to it in Section 7.14.

“Voluntary Prepayment Amount” has the meaning given to it in Section 2.4(a).

“Warrant” means that certain Common Stock Purchase Warrant dated as of the Closing Date issued by the Borrower in favor of the Lender as “Holder,” as amended from time to time.

“Warranty Liability Claim” means any claim, demand, action, cause of action, suit, arbitration, audit, investigation, proceeding or liability arising out of or otherwise relating to in any way or in respect of any product recall or representation, warranty, agreement or guaranty, including any warranty claim, guaranty claim, refund, return, rebate, property damage, defective material claim and/or any other similar claim (including with respect to improper performance, malfunctioning, improper design or manufacture or other defect), or any other similar claim or cause of action, whether such claim or cause of action is known or unknown or asserted or unasserted, with respect to, any product sold, supplied, marketed, stored, delivered, distributed or transported by or with respect to the Proterra Transit Business, whether before or after December 31, 2025.

1.2 Construction and Interpretation. Unless otherwise specified, all references in this Agreement or Schedule to a “Section,” “subsection,” “Exhibit” or “Schedule” shall refer to the corresponding Section, subsection, Exhibit or Schedule in or to this Agreement. Unless otherwise specifically provided herein, any accounting term used in this Agreement or the other Loan Documents shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP, consistently applied. Unless otherwise defined herein or in the other Loan Documents, terms that are used herein or in the other Loan Documents and defined in the UCC shall have the meanings given to them in the UCC. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. References in the Loan Documents to “as amended” or “as amended from time to time,” or amendments of any agreement or document, shall include any amendments, supplements, restatements or other modifications thereto. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

1.3 No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

1.4 Certain Interpretive Matters. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to, in the case of an Event of Default, the date on which such Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by the Lender. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists.

1.5 Time References. Unless otherwise indicated herein, all references to time of day refer to Pacific Standard Time or Pacific daylight savings time, as in effect in Los Angeles on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; provided, however, that with respect to a computation of fees or interest payable to any Secured Party, such period shall in any event consist of at least one full day.

1.6 Knowledge. Wherever the phrase “to the knowledge of any Loan Party” or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or any other Loan Document, such phrase shall mean and refer to (a) the actual knowledge of a Responsible Officer or (ii) the knowledge that a Responsible Officer would have obtained if such officer had engaged in good faith and diligent performance of such officer’s duties, including the making of such reasonably specific inquiries as may be necessary of the employees of such Loan Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

SECTION 2.

TERM LOAN; WARRANT

2.1 Term Loan.

(a) Term Loan. Subject to the terms and conditions of this Agreement, the Lender agrees to make the Term Loan to the Borrower on the Closing Date in the principal amount of $4,000,000, provided that the principal face amount of the Note shall be equal to $5,000,000. Amounts borrowed pursuant to this Section 2.1(a) and repaid may not be reborrowed.

(b) Interest. The principal face amount of the Note shall bear interest thereon at the Base Interest Rate from the Closing Date until the date upon which such principal face amount shall be paid in cash in full; provided, however, that upon the occurrence and during the continuation of an Event of Default hereunder, all Obligations, including principal, interest and other amount due or owing under the Loan Documents, shall bear interest at a rate per annum equal to the Default Rate. Interest accruing at the Default Rate shall be payable in cash on demand. All computations of interest shall be made on the basis of 365 or 366 days, as the case may be, and the actual number of days elapsed. Interest shall accrue on the outstanding principal amount of the Loan on the day on which the Loan is made, and shall not accrue for the day on which it is paid.

(c) Payment of Principal and Interest on Maturity Date. The Borrower shall pay in cash the principal balance of, and all accrued and unpaid interest on, the Term Loan and all other Obligations in full on the Maturity Date, unless paid earlier pursuant to the terms of this Agreement.

(d) Disbursement of Term Loan on the Closing Date. The Lender shall disburse the proceeds of the Term Loan on the Closing Date by wire transfer of immediately available funds in accordance with the Disbursement Instructions. The Borrower hereby irrevocably authorizes the Lender to disburse the proceeds of the Term Loan in accordance with the Disbursement Instructions. If the Lender directs the proceeds of the Term Loan in accordance with the Disbursement Instructions, such action shall be without recourse to the Lender, and the Borrower hereby waives any defenses or counterclaims that may arise in connection with such disbursements.

2.2 Maximum Interest. Notwithstanding any provision in this Agreement or any other Loan Document, in no event shall the aggregate interest exceed the maximum rate permitted under any applicable law or regulation, as in effect from time to time (the “Maximum Legal Rate”) and if any provision of this Agreement or any other Loan Document is in contravention of any such law or regulation, interest payable under this Agreement and each other Loan Document shall be computed on the basis of the Maximum Legal Rate (so that such interest will not exceed the Maximum Legal Rate) and once the amount of interest payable hereunder or under the Loan Documents is less than the Maximum Legal Rate, the amount of interest payable hereunder or any Loan Document shall not be reduced below the amount computed based upon the Maximum Legal Rate until the aggregate amount of interest paid equals the amount of interest which would have been payable if the Maximum Legal Rate had not been imposed.

2.3 Voluntary Prepayments. The Borrower may, at its option and upon at least 20 days’ prior written notice to the Lender, prepay all or any portion of the outstanding Term Loan by paying the entire principal balance or any portion thereof, plus all accrued and unpaid interest thereon (the principal amount being prepaid being the “Voluntary Prepayment Amount”). Unless the Voluntary Prepayment Amount, together with accrued and unpaid interest thereon, would constitute a prepayment in full of all Obligations, the principal amount of any Voluntary Prepayment Amount shall be at least $500,000 and in multiples of $100,000 thereafter.

2.4 Note. The Borrower shall execute and deliver to the Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of Lender pursuant to Section 12.6 promptly after the Borrower’s receipt of such notice, the Note to evidence the Term Loan.

2.5 Warrant. On the Closing Date, the Borrower shall issue and deliver the Warrant to the Lender (or its designee).

2.6 PhoenixEV Equity Interest. At the Closing, and in partial consideration for the Term Loan being made by the Lender to the Borrower, the Borrower, PhoenixEV and the Lender shall enter into the PhoenixEV Equity Interest Option Agreement pursuant to which, among other things, the Borrower shall grant to the Lender the irrevocable right and option to acquire 49.0% of the Equity Interests of PhoenixEV pursuant to the terms of the PhoenixEV Equity Interest Option Agreement.

2.7 Payments. All payments to be made to the Lender hereunder or under the other Loan Documents shall be made in Dollars in immediately available funds at the Payment Office without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower and the other Loan Parties shall make each such payment not later than 12:00 P.M. (New York City time) on the day when due. Any payment received after 12:00 P.M. (New York City time) shall be deemed to have been made on the next succeeding Business Day for all purposes.

2.8 Original Issue Discount. The parties hereto acknowledge and agree that the Issue Price of the Note is $4,000,000 and the Stated Redemption Price at Maturity is $5,000,000. The OID is $1,000,000 representing the excess of the Stated Redemption Price at Maturity over the Issue Price. The parties further acknowledge and agree as follows:

(a) Yield to Maturity. The yield to maturity of the Note, calculated in accordance with Section 1272 of the Code and the Treasury Regulations promulgated thereunder, is approximately 25.0% per annum, compounded annually, which represents the interest that would be payable between these parties in an arm’s length transaction.

(b) Accrual of OID. To the extent required by the Code, the Lender shall include OID in gross income on a constant yield basis over the term of the Note, regardless of the Lender’s regular method of accounting. The daily portion of OID shall be determined by allocating to each day in any accrual period a ratable portion of the OID allocable to such accrual period. The amount of OID allocable to any accrual period shall be an amount equal to the product of the adjusted issue price of the Note at the beginning of such accrual period and the yield to maturity of the Note, reduced by any qualified stated interest allocable to such accrual period.

(c) Adjusted Issue Price. For purposes of determining the amount of OID allocable to any accrual period, the Adjusted Issue Price of the Note at the beginning of any accrual period shall be the Issue Price of the Note, increased by the aggregate amount of OID that accrued in all prior accrual periods and decreased by any payments made on the Note that reduce the face amount of the Note (other than payments of qualified stated interest) during all prior accrual periods.

(d) Tax Reporting. The Borrower shall furnish to the Lender, and shall file with the Internal Revenue Service, such information returns (including, without limitation, Form 1099-OID) as may be required under the Code and applicable Treasury Regulations with respect to the OID on the Note. The Borrower shall provide to the Lender, upon request, such information as may be reasonably necessary for the Lender to comply with its tax reporting obligations with respect to the Note.

(e) Information Statement. Pursuant to Treasury Regulation Section 1.1275-3, the Borrower shall provide to the Lender the following information:

(f) Additional Interest. Additional interest accrues on the Note as set forth in this Agreement and the Note.

(g) Consultation with Tax Advisors. Each party represents and warrants that it has had the opportunity to consult with its own tax advisors regarding the tax consequences of the OID on the Note. Neither party makes any representation or warranty to the other regarding such tax consequences, and each party shall be solely responsible for its own tax reporting and compliance obligations.

Capitalized terms contained in this Section 2.8 have the meanings ascribed to them in the Code for purposes of calculating and reporting Original Issue Discount unless specifically noted herein to have other definitions.

SECTION 3.

SECURITY INTEREST

3.1 As collateral security for the payment and performance in full of all Obligations when due (collectively, the “Secured Obligations”), each of the Loan Parties hereby grants to the Lender a security interest and lien in and to, and so pledges and assigns to the Lender, all right, title and interest in and to all assets, properties and rights of each such Loan Party, wherever located, whether now owned or hereafter acquired or arising, including the following (all of the same being collectively referred to as the “Collateral”):

(a) all accounts, accounts receivable, rights to payment, chattel paper, electronic chattel paper, commercial tort claims, letter of credit rights and proceeds of letters of credit, documents, securities, money and instruments, and investment property, whether held directly or through a securities intermediary, and other obligations of any kind owed to the Loan Parties, however evidenced;

(b) all deposits and Deposit Accounts with any bank, savings and loan association, credit union or like organization, and all funds and amounts therein, and whether or not held in trust, or in custody or safekeeping, or otherwise restricted or designated for a particular purpose;

(c) all inventory (including raw materials, work-in-process, work-in-transit and finished goods);

(d) all equipment, including all machinery, furniture, furnishings, fixtures, trade fixtures, tools, parts and supplies, automobiles, trucks, tractors and other vehicles, appliances, computer and other electronic data processing equipment and other office equipment and all additions substitutions, replacements, parts, accessories, and accessions to and for the foregoing;

(e) all general intangibles and other personal property, including (A) all tax and other refunds, rebates or credits of every kind and nature to which any Loan Party is now or hereafter may become entitled; (B) all intellectual property and all worldwide rights and interests therein of any type or description, including all inventions and discoveries, patents and patent applications, copyrights and applications for copyright (together with the underlying works of authorship) whether or not registered, together with any renewals and extensions thereof, trademarks, service marks and trade names, and applications for registration of such patents, trademarks, service marks and trade names, domain names, trade secrets, trade dress, trade styles, logos, computer programs and software, and the entire goodwill of or associated with the businesses now or hereafter conducted by any Loan Party connected with and symbolized by any of the aforementioned properties and assets, and all licenses relating to any of the foregoing, all reissuance, continuations and continuations-in-part of the foregoing, all other rights derived from or associated with the foregoing, including the right to sue and recover for past infringement, and all income and royalties with respect thereto (“Intellectual Property”); (C) all goodwill (including goodwill associated with any Intellectual Property), chooses in action and causes of action; (D) all interests in limited and general partnerships, limited liability companies and other Persons; (E) all contracts and contract rights (including the Material Contracts); and (F) all indemnity agreements, guaranties, insurance policies, insurance claims, and other contractual, equitable and legal rights of whatever kind or nature;

(f) all books, records and other written, electronic or other documentation in whatever form maintained by or for the Loan Parties in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to any of the foregoing; and

(g) all products, proceeds (including insurance proceeds), rents and profits thereof, accessions thereto and supporting obligations relating thereto.

Terms used in this Section 3.1 to describe Collateral shall have the meanings set forth in the UCC.

3.2 To further secure the prompt payment and performance of the Secured Obligations, each Loan Party hereby grants to the Lender a continuing security interest in and Lien upon all amounts credited to any Deposit Account or Securities Account of a Loan Party not constituting an Excluded Account, including sums in any blocked, lockbox, sweep or collection account. Each Loan Party hereby authorizes and directs each bank or other depository to deliver to the Lender, upon request, all information regarding balances in any Deposit Account or Securities Account not constituting an Excluded Account maintained for such Debtor, without inquiry into the authority or right of the Lender to make such request. The Borrower shall at any time, and from time to time, take such steps as the Lender may reasonably request for the Lender to obtain “control” from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, or from each bank or financial institution holding a Deposit Account or Securities Account not constituting an Excluded Account, in accordance with Article 9 of the UCC, with any authenticated springing control agreements, to be in form and substance reasonably satisfactory to the Lender. Each Loan Party shall provide the Lender with prompt written notice upon establishing any Deposit Account or Securities Account (other than Excluded Accounts) and shall take all actions necessary to establish the Lender’s control of each such Deposit Account or Securities Account (other than an Excluded Account).

3.3 Notwithstanding the foregoing, the Collateral shall not include the following: (i) any U.S. intent-to-use trademark application for which a statement of use has not been filed with and duly accepted by the USPTO (but only until such statement is accepted by the USPTO), (ii) any rights or interests in any lease, license, contract, or agreement as such, or the assets subject thereto, if under the terms of any such lease, license, contract, or agreement, or applicable Law with respect thereto, the valid grant of a security interest or lien therein or in such assets to the Lender is prohibited or would create a right of termination in favor of any party thereto other than the Loan Parties and such prohibition or right of termination has not been or is not waived or the consent of the other party to such lease, license, contract, or agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived and (iii) any inventory or other goods of any Loan Party, with respect to which the grant of a security interest or lien on such assets to the Lender (x) is prohibited by applicable law or the terms of any governmental permit or (y) would automatically cause, or create a right of, any termination, suspension or revocation of any governmental permit under any applicable law; provided, however, the foregoing exclusions shall in no way be construed (1) to apply if any prohibition would be rendered ineffective under the UCC (including Sections 9-406, 9-407 and 9-408 thereof) or other applicable law (including the United States bankruptcy code) or principles of equity, (2) so as to limit, impair or otherwise affect the Lender’s unconditional continuing security interests or liens upon any rights or interests of any Loan Party in or to the proceeds of the foregoing (including proceeds from the sale, license, lease or other disposition of the foregoing), including monies due or to become due under any such lease, license, contract, or agreement or (3) to apply at such time as the condition causing such prohibition shall be remedied and, to the extent severable, Collateral shall include any portion of any lease, license, contract, agreement or assets that does not result in any such prohibition (collectively, the “Excluded Assets”).

3.4 Each Loan Party hereby authorizes the Lender to, from time to time in any appropriate jurisdiction, file one or more UCC financing statements or continuation statements, and amendments thereto (including the filing and recording of financing statements or other recordable documents at the USPTO or the U.S. Copyright Office) relating to all or any part of the Collateral without the signature of any such Loan Party where permitted by applicable law. Such financing statements may indicate that the Collateral is “all assets,” “all personal property” of the applicable Loan Party or words of similar import in accordance with the UCC. A photocopy or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by applicable law.

3.5 The Lender’s Lien in the Collateral shall continue until the Secured Obligations (other than inchoate indemnity obligations) are satisfied in cash in full and, at such time, the Lender shall, at the reasonable request of Borrower and at Borrower’s sole cost and expense, execute and deliver to Borrower (without recourse) such documents necessary to terminate the Lender’s security interest in the Collateral.

3.6 Each Loan Party hereby irrevocably constitutes and appoints the Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of each such Loan Party and in the name of each such Loan Party or in its own name, from time to time in the Lender’s sole discretion, for the purpose of carrying out the terms of this security agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary to accomplish the purposes of this security agreement, all at the Borrower’s sole expense.

3.7 The Borrower shall promptly provide information relating to the Collateral as the Lender may reasonably request in writing from time to time, including such further schedules, documents and/or information regarding the Collateral as the Lender may reasonably require. The Borrower shall also from time to time procure any instruments or documents as may be reasonably requested by the Lender, and take all further action that may be necessary, or that the Lender may reasonably request, to perfect and protect the Liens granted hereby and thereby.

3.8 The provisions of this Section 3 create an enforceable security interest in and to the Collateral, securing the payment and performance in full of all Secured Obligations when due, whether at stated maturity, upon acceleration, or otherwise.

SECTION 4.

CONDITIONS PRECEDENT

The obligation of the Lender to make the Term Loan to the Borrower on the Closing Date is subject to the satisfaction by the Loan Parties (or the waiver by the Lender) of each of the following conditions precedent:

4.1 Loan Documents. On or prior to the Closing Date, the Borrower and the other Loan Parties shall have delivered to the Lender copies of the Loan Documents listed below, duly executed by the applicable Loan Party and dated as of the Closing Date unless otherwise indicated, and all other documents and instruments reasonably required by the Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of the Lender with respect to all Collateral, in all cases in form and substance acceptable to the Lender:

(a) this Agreement;

(b) the Note;

(c) the Borrowing Notice (accompanied by the Disbursement Instructions);

(d) the Pledge Agreement;

(e) a Patent Security Agreement, in form and substance satisfactory to the Lender, to be filed with the USPTO;

(f) a Trademark Security Agreement, in form and substance satisfactory to the Lender, to be filed with the USPTO;

(g) the Warrant;

(h) the Registration Rights Agreement; and

(i) the PhoenixEV Equity Interest Option Agreement.

4.2 Lien Searches; Filings.

(a) The Lender shall have received the results of a search of the UCC filings (or equivalent filings), tax Liens (state and federal), judgment Liens, bankruptcies and litigations made with respect to each Loan Party, together with copies of the financing statements and other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the Lender that the Liens indicated in all such financing statements and other filings (or similar document) have been released or will be released on the Closing Date concurrently with the funding of the Term Loan hereunder.

(b) The Lender shall have received evidence, in form and substance satisfactory to the Lender, that appropriate UCC (or equivalent) financing statements have been provided for filing in such office or offices as may be necessary or, in the opinion of the Lender, desirable to perfect and evidence the Lender’s Liens in and to the Collateral.

4.3 Existing Indebtedness; JJA Loan Payoff Letter.

(a) [Reserved.]

(b) Without limiting the generality of the foregoing, the Lender shall have received a fully executed copy of a payoff letter, in form and substance satisfactory to the Lender, with respect to the payment in full of the JJA Loan and the release and/or termination of all Liens secured the JJA Loan and all related obligations under the JJA Loan Documents, provided that the total payoff amount of the JJA Loan shall not exceed $3,800,000.

4.4 Confirmation of Assignment of PTB Patents and Trademarks. The Lender shall have received written evidence issued by the USPTO that all of the patents and trademarks listed in Schedule 5.13 that are registered at the USPTO are owned of record and registered at the USPTO in the name of PhoenixEV.

4.5 Consents and Approvals. The Lender shall have obtained copies of all requisite authorizations, consents and approvals of (a) the board of directors and stockholders of the Loan Parties and (b) any Governmental Authorities and other third party consents and approvals, in each case to the execution and delivery of the Loan Documents and the consummation of the Transactions.

4.6 [Reserved.]

4.7 Support Agreements. The Support Agreements remain in full force and effect.

4.8 [Reserved.]

4.9 Secretary’s or Manager’s Certificate. The Lender shall have received a certificate for each Loan Party, dated the Closing Date, duly executed and delivered by such Loan Party’s secretary or assistant secretary, managing member or other appropriate Person acceptable to the Lender, certifying as to:

(a) such Person’s organizational documents, as amended as of Closing Date, certified by the appropriate officer or official body of the jurisdiction of organization of such Person;

(b) resolutions of each such Person’s governing body then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Transactions applicable to such Person and the execution, delivery and performance of each Loan Document, in each case to be executed by such Person;

(c) the incumbency and specimen signatures of its authorized officers and any other of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person, and a list of all officers and directors of the Loan Parties; and

(d) certificates of good standing with respect to each Person, each dated as of a recent date prior to the Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Person, each of which certificates shall indicate that such Person is in good standing in the applicable jurisdiction.

4.10 Closing Certificate. The Lender shall have received a certificate from the Borrower, dated the Closing Date, duly executed and delivered by an authorized officer of the Borrower, certifying that:

(a) both before and after giving effect to the Transactions, including the making of the Term Loan on the Closing Date, no Default or Event of Default has occurred;

(b) since December 31, 2025, no event, development, change, circumstance, condition or effect has occurred that could reasonably be expected to constitute a Material Adverse Effect;

(c) (i) the representations and warranties contained in this Agreement and in the other Loan Documents that contain a materiality qualification are true and correct, except for any such representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date, and (ii) the representations and warranties contained in this Agreement and in the other Loan Documents that do not contain a materiality qualification are true and correct in all material respects, except for any such representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date; and

(d) The Loan Parties have duly performed and complied with all agreements, covenants and conditions required by this Loan Agreement and the other Loan Documents to be performed or complied with by them prior to or on the date hereof.

4.11 Solvency Certificate. The Lender shall have received a solvency certificate, in form and substance satisfactory to the Lender, duly executed by an authorized officer of the Borrower confirming the solvency of Borrower and its subsidiaries, taken as a whole, after giving effect to the Transactions.

4.12 Opinion of Counsel of the Loan Parties. The Lender shall have received an opinion of counsel of George Milionis, Esq., in-house counsel to the Loan Parties, addressed to the Lender, in form and substance reasonably satisfactory to the Lender and its counsel.

4.13 Fees and Expenses. The Lender shall have received payment in full of all fees, costs and expenses incurred by the Lender (including expenses for, among other things, diligence, lien searches and attorneys’ fees and expenses) in connection with the negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the Transactions.

4.14 Patriot Act Compliance. The Lender shall have received all documentation and other information that the Lender reasonably requests in order to comply with its obligations under applicable “know your customer” and anti-laundering rules and regulations, including the Patriot Act and 31 C.F.R. §1010.230 (Beneficial Ownership Regulation), in each case the results of which are satisfactory to the Lender in its sole discretion.

4.15 PhoenixEV Directors and Officers. The Lender shall have received resolutions, in form and substance satisfactory to the Lender, evidencing that the number of members of the Board of Directors of PhoenixEV shall be fixed at the number designated by the Lender and the individuals identified by the Lender to serve in such capacities shall have been duly elected.

4.16 Amendment to 2025 PhoenixEV Asset Purchase Agreement. The Lender shall have received a true, correct and complete copy of an amendment to the 2025 PhoenixEV Asset Purchase Agreement effective as of December 31, 2025, in substantially the form previously provided by the Lender to the Borrower (the “2025 PhoenixEV Asset Purchase Agreement Amendment”), duly approved and executed by the Borrower, Phoenix Cars and PhoenixEV.

4.17 Additional Matters. All other documents and legal matters in connection with the Transactions shall be reasonably satisfactory in form and substance to the Lender.

SECTION 5.

REPRESENTATIONS AND WARRANTIES OF LOAN PARTIES

Each Loan Party represents and warrants that, as of the Closing Date, except as expressly disclosed in the disclosure schedules attached to this Agreement (the “Disclosure Schedules”):

5.1 Existence, Qualification and Power. Each Loan Party (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.2 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Loan Party’s organization documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than any Lien pursuant to a Loan Document) under, (i) any Material Contract to which such Loan Party is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject, in each case under this clause (b) except to the extent such conflict, breach or contravention, as the case may be, would not reasonably be expected to have a Material Adverse Effect; or (c) violate any Law except to the extent any such violation would not reasonably be expected to result in a Material Adverse Effect.

5.3 Governmental Authorizations. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document to which such Loan Party is party, except (i) such as have been obtained or made and are (or will so be) in full force and effect, and (ii) those the failure to obtain or make which would not reasonably be expected to result in a Material Adverse Effect.

5.4 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Loan Party who is a party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law.

5.5 Collateral; No Other Liens. At the Closing, each Loan Party owns and has rights to all of the Collateral it purports to own, in each case free and clear of all Liens other than the Lien in favor of the Lender. Each Loan Party has the power and authority to grant to the Lender a Lien in the Collateral it purports to own as collateral security for the Secured Obligations. This Agreement and the other Loan Documents are effective to create in favor of the Lender, a legal, valid, and enforceable first priority security interest in the Collateral as described herein and therein, and such security interest is prior to all other Liens. There exists no Liens against the Borrower or any other Loan Party (or their assets) other than the Lien granted to the Lender.

5.6 Subsidiaries. The Borrower has provided an organizational chart depicting the ownership interest of the Loan Parties other than the Borrower. Each outstanding share or unit of Equity Interests of each Loan Party have been duly authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any preemptive or similar rights created by applicable law, any Loan Party’s or Subsidiary’s organizational documents or by any agreement to which any Loan Party or Subsidiary is a party or by which it is bound, and have been issued in compliance with applicable federal and state securities or “blue sky” laws.

5.7 Financial Statements. The financial statements included in the SEC Filings comply, and each set of financial statements included in any SEC Filing after the date hereof will comply when filed or furnished, in all material respects with applicable requirements as to form and content, have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis (except as noted therein), and fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated subsidiaries as of the dates and for the periods indicated therein, subject, in the case of unaudited statements, to normal year-end adjustments and the absence of footnotes.

5.8 Material Adverse Effect. Since December 31, 2025, no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred.

5.9 Laws. Each Loan Party is not in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, except to the extent such violation would not reasonably be expected to have a Material Adverse Effect. Each Loan Party is not in default in any manner under any provision of any agreement or instrument evidencing Indebtedness for borrowed money, or any other material agreement to which it is a party or by which it is bound. Each Loan Party and each of its subsidiaries and, to the knowledge of any Loan Party, any agent or other party acting on behalf of any Loan Party or any such Subsidiary, are in compliance with all applicable anti-money laundering, economic sanctions and anti-bribery laws and regulations, and none of the funds to be provided under this Agreement will be used, directly or indirectly, for any activities in violation of such laws and regulations.

5.10 OFAC. None of the Borrower, any other Loan Party or any of their Subsidiaries, nor, to the knowledge of any Loan Party, any director, officer, employee, agent, or affiliate thereof, is (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (c) located, organized or resident in a Designated Jurisdiction.

5.11 Patriot Act and Anti-Corruption Laws. The Borrower, each other Loan Party and each other Subsidiary of the Borrower and, to the knowledge of any Loan Party, each Affiliate of the Borrower, each other Loan Party and each other Subsidiary of the Borrower, is in compliance in all material respects with (a) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation or executive order relating thereto, (b) the Patriot Act, (c) the United States Foreign Corrupt Practices Act of 1977 and (d) other federal or state laws relating to “know your customer” and anti-money laundering rules and regulations. No part of the proceeds of the Term Loan will be used directly or indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

5.12 Litigation. There are no actions, suits, proceedings, claims, disputes or investigations pending or, to the knowledge of any Loan Party, threatened, at Law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (a) except as specifically disclosed in Schedule 5.12, could reasonably be expected to be adversely determined, and, if so determined, either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby.

5.13 Intellectual Property. As of the Closing Date, the Loan Parties own, or have licensed or otherwise have the right to use, all Intellectual Property material to and necessary for the operation of its Business, and the use thereof by the Loan Parties (or any of them) does not infringe in any material respect on the rights of any other Person. Attached as Schedule 5.13 is a true, correct and complete list of all Intellectual Property owned or licensed by each Loan Party, together with name of the Loan Party that owns such Intellectual Property, the respective application or registration numbers of such Intellectual Property, where applicable, at the USPTO or similar foreign Governmental Authority, the dates of filings, and the countries in which such Intellectual Property is registered or in which an application has been filed. All of software and software application items listed on Schedule 5.13 are exclusively owned by PhoenixEV. No Loan Party has any Intellectual Property recorded at the United States Copyright Office.

5.14 Tax Matters. (a) Each Loan Party has timely filed all U.S. federal and other material Tax Returns that it is required to file, (b) each Loan Party has duly and timely paid or fully reserved for all material taxes or installments thereof (including any interest or penalties) as and when due, which have become due, and (c) each Loan Party has paid or fully reserved for any tax assessment received by such Loan Party for the three (3) years preceding the Closing Date, if any (including any taxes and any interest and penalties thereon being contested in good faith and by appropriate proceedings).

5.15 Solvency. On the Closing Date after giving effect to the Transactions, the Borrower, the other Loan Parties and their Subsidiaries, taken as a whole, are Solvent.

5.16 Use of Proceeds; Regulations T, U and X. The Borrower will use the proceeds of the Term Loan solely for the purposes set forth in, as permitted by, and in accordance with Section 7.13. No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying “margin stock” or “margin securities” within the meanings of Regulations T, U or X, and no proceeds of the Term Loan will be used to purchase or carry any margin stock or margin security or otherwise for a purpose which violates or would be inconsistent with Regulations T, U or Regulation X.

5.17 Investment Company Act. No Loan Party or any Subsidiary of a Loan Party is, or after giving effect to the Transactions and the other transactions contemplated under the Loan Documents will be, (i) an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, or (ii) subject to the Federal Power Act, the Interstate Commerce Act, or any other law limiting its ability to incur any of its respective obligations hereunder or under any of the other Loan Documents.

5.18 Material Contracts. Schedule 5.18 sets forth a true and correct list of all Material Contracts of the Borrower and each other Loan Party. All Material Contracts are in full force and effect and none of the Borrower or any other Loan Party or, to the knowledge of any Loan Party, any other Person that is a party thereto is in default under any material provision of a Material Contract.

5.19 Relations. There exists no actual or, to the knowledge of any Loan Party, threatened, termination, limitation or modification of any business relationship between the Borrower or any other Loan Party, on the one hand, and any customer or supplier, or any group of customers or suppliers, on the other hand, which individually or in the aggregate are material to the business of the Borrower or any other Loan Party. There exists no condition or circumstance that could reasonably be expected to impair in any material respect the ability of the Borrower or any other Loan Party to conduct its business operations at any time hereafter in substantially the same manner as conducted on the Closing Date.

5.20 ERISA Compliance.

(a) Each Plan is operated in material compliance with the applicable provisions of ERISA, the Code and other Federal or state laws.

(b) There are no pending claims, actions or lawsuits or, to the knowledge of any Loan Party, threatened in writing, by any Governmental Authority with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There is no violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.

(c) Except, in each case, as would not reasonably be expected to result in a Material Adverse Effect: (i) no ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained in respect of any Pension Plan; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60%; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments in respect of any Pension Plan which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

5.21 Compliance with SEC Filing Requirements.

(a) The Borrower is a public company subject to the reporting requirements of the 1934 Act and is in compliance in all material respects with such requirements as in effect from time to time.

(b) The Borrower has timely filed or furnished, on or before their respective due dates (taking into account any valid extensions), all reports, schedules, forms, statements, certifications, exhibits and other documents required to be filed with or furnished to the SEC by the Borrower since January 1, 2024 (collectively, the “SEC Filings”). No SEC Filing remains past due or delinquent as of the date hereof.

(c) As of their respective dates (and, if amended or supplemented, as of the date of the most recent amendment or supplement prior to the date hereof), the SEC Filings complied, and each SEC Filing filed or furnished after the date hereof will comply when filed or furnished, in all material respects with the requirements of the Securities Act of 1933, as amended, the 1934 Act and the rules and regulations of the SEC thereunder applicable to such SEC Filings, and none of the SEC Filings, when filed or furnished (and, if amended or supplemented, as of the date of the most recent amendment or supplement prior to the date hereof), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

5.22 Deposit and Securities Accounts. Schedule 5.22 sets forth a true and complete list of all Deposit Accounts and Securities Accounts established or maintained by the Borrower and all other Loan Parties.

5.23 2023 PTB Asset Purchase Documents; 2025 PhoenixEV Asset Purchase Agreement. The documents described in the definition of “2023 PTB Asset Purchase Documents” represent all of the agreements, instruments and other documents entered into or delivered in connection with acquisition by the Borrower or any of its Affiliates of the Proterra Transit Business. Immediately following the Closing, the 2025 PhoenixEV Asset Purchase Agreement will remain in full force and effect in accordance with its terms.

5.24 Warranty Liability Claims. None of PhoenixEV or PhoenixEV Operating is, or will be, liable or otherwise responsible, in whole or in part, for any Warranty Liability Claims that do not arise from express written warranties issued by PhoenixEV or PhoenixEV Operating after the Closing Date solely with respect to products sold by PhoenixEV or PhoenixEV Operating after the Closing Date.

5.25 Disclosure. No report, financial statement, certificate (including the Perfection Certificate) or other information furnished in writing by or on behalf of any Loan Party to the Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement (other than projections, financial estimates, forecasts and other forward-looking information, and other information of a general economic or industry specific nature) (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to any projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time.

SECTION 6.

[RESERVED]

SECTION 7.

AFFIRMATIVE COVENANTS

The Loan Parties hereby covenant and agree that, from and after the Closing Date until the Term Loan, together with interest, fees and all other Secured Obligations incurred hereunder, are paid in full in cash in accordance with the terms of this Loan Agreement:

7.1 Reporting Requirements. The Borrower will furnish to the Lender copies of the following financial statements, reports and information:

(a) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Form 10-Q filed with the SEC for such quarter for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and a consolidated statement of income and consolidated cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer or the treasurer of the Borrower as having been prepared in accordance with GAAP;

(b) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the Form 10-K filed with the SEC for such year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and a consolidated statement of income and consolidated cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by a report and opinion as to such consolidated financial statements by Yu Certified Public Accountant PC or another independent public accountants approved by the audit committee of the Borrower’s board of directors, which report and opinion shall be prepared in accordance with applicable audit standards, and which report and opinion shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(c) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of the chief financial officer or the treasurer of the Parent setting forth details of such Default and the action that the Parent has taken and proposes to take with respect thereto;

(d) promptly after the commencement thereof, notice of all actions and proceedings before any court, Governmental Authority or arbitrator affecting the Borrower or any of its Subsidiaries;

(e) (A) promptly and in any event within 20 days after any Loan Party or any ERISA Affiliate knows or has reason to know that (1) any ERISA Event has occurred which could result in a material liability of any Loan Party or any ERISA Affiliate, or (2) any Loan Party or any ERISA Affiliate has incurred or is reasonably expected to incur a material liability under Section 4064 or 4069 of ERISA, a statement of a director of the Borrower describing such ERISA Event and the circumstances giving rise to, and the amount of such liability and the action, if any, that such Loan Party or such ERISA Affiliate has taken and proposes to take with respect thereto and (B) within two Business Days of the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information;

(f) promptly and in any event within two Business Days after receipt thereof by any Loan Party or any ERISA Affiliate, copies of each notice from the PBGC stating its intention to terminate any Plan or Multiemployer Plan or to have a trustee appointed to administer any Plan or Multiemployer Plan;

(g) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Parent, and copies of all annual, regular, periodic and special reports and registration statements which the Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the Lender pursuant hereto;

(h) promptly following the commencement of any litigation, suit, administrative proceeding or arbitration relating to the Borrower or any other Loan Party or any of its Properties, but in any event not later than (5) Business Days after any Responsible Officer of the Borrower or any other Loan Party becomes aware thereof, a notice thereof from the Borrower describing the allegations of such litigation, suit, administrative proceeding or arbitration and the Borrower’s response thereto;

(i) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that the Borrower or any other Loan Party has made available to its equityholders; copies of any regular, periodic and special reports or registration statements or prospectuses that the Borrower or any other Loan Party files with the SEC or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by the Borrower or any other Loan Party to the public concerning material changes to or developments in the business of the Borrower or any other Loan Party;

(j) promptly upon any Responsible Officer of the Borrower or any other Loan Party obtaining knowledge that the Borrower or any other Loan Party has registered or applied to register any Intellectual Property with any Governmental Authority, a certificate of a Responsible Officer describing such Intellectual Property in such detail as the Lender shall reasonably require;

(k) from time to time upon the reasonable request of the Lender, the Loan Parties shall make appropriate members of management available at reasonable times during normal business hours for a telephone conference to discuss with the Lender the financial condition and operations of the Borrower and the other Loan Parties; and

(l) such other information with respect to the financial condition and operations of the Borrower or any other Loan Party as the Lender may reasonably request.

7.2 Maintenance of Existence and Licenses.

(a) The Loan Parties shall maintain and preserve its existence, and qualification and good standing in all states and jurisdictions in which such qualification and good standing are required in order to conduct its business and own its property as conducted and owned in such states, except, in the case of foreign qualifications, where the failure to be so qualified could not reasonably be expected, in the aggregate, to result in a Material Adverse Effect.

(b) The Loan Parties shall (i) keep each material License affecting any Collateral (including the manufacture, distribution or disposition of inventory) or any other Property of the Borrower or any other Loan Party in full force and effect, (ii) promptly notify the Lender of any proposed modification to any such material License, or entry into any new material License, in each case at least five (5) Business Days prior to its effective date, (iii) pay all royalties and other amounts when due under any material License, and (iv) notify the Lender of any default or breach asserted by any Person to have occurred under any material License.

7.3 Maintenance of Properties. The Loan Parties shall maintain or cause to be maintained in the Ordinary Course of Business in good repair, working order and condition (reasonable wear and tear excepted) all Property (whether owned or held under lease) and from time to time make or cause to be made all necessary or advisable repairs, renewals, replacements, additions, betterments and improvements thereto.

7.4 Compliance with Material Contracts; Title to Collateral; Payment of Liabilities. The Loan Parties shall comply in all material respects with the provisions of each of the Material Contracts. The Loan Parties shall protect and defend their title to the Collateral and Lender’s Lien thereon against all Persons claiming any interest adverse to the Loan Parties or the Lender other than Liens expressly permitted by this Agreement, pay, bond and discharge, as the same may become due and payable, all import and export customs, duties and tariffs and all other material taxes, assessments and other governmental charges or levies against or on any of their respective Property, in each case, prior to the date on which they become delinquent or penalties attach, as well as all other lawful claims of any kind which, if unpaid, might become a Lien upon any of their respective Property, except in such instances where (x) any such material taxes, assessments and other governmental charges or levies are being contested in good faith by appropriate proceedings diligently conducted and (y) the failure to pay, bond or discharge the same, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

7.5 Compliance with Laws. The Loan Parties shall carry on its business activities in substantial compliance with all applicable federal, state, local and foreign Laws and all applicable rules, regulations and orders of all governmental bodies and offices having power to regulate or supervise its business activities, including all applicable environmental, pollution control, health and safety statutes, laws and regulations, except where the failure to do so would not reasonably be expected to result in either (x) a Material Adverse Effect or (y) liabilities to the Loan Parties in excess of $50,000. The Loan Parties shall maintain all material rights, liens, permits, certificates of compliance or grants of authority necessary for the conduct of its business.

7.6 Books and Records; Inspection Rights. The Loan Parties shall maintain a system of accounting administered in accordance with GAAP and shall keep books and records reflecting all of its business affairs and transactions in accordance with GAAP in all material respects. The Loan Parties shall permit the Lender or any representative thereof, at reasonable times and intervals, during normal business hours and upon reasonable advance notice to the Borrower, to visit the offices or Property of the Borrower and the other Loan Parties, discuss financial matters with Responsible Officers of the Borrower and the other Loan Parties with its independent public accountants (and by this provision the Borrower authorizes its independent public accountants to participate in such discussions) and examine any of the Loan Party’s books and other company records in a non-disruptive manner no more frequently than once per Fiscal Year of the Borrower at the expense of the Loan Parties (but more than once and as often as reasonably requested at the expense of the Lender).

7.7 ERISA Compliance. The Loan Parties shall operate its Plans in material compliance with applicable Law, including ERISA and the Code.

7.8 Business and Properties.

(a) The Loan Parties will do or cause to be done all things reasonably necessary to (i) obtain, preserve, renew, extend and keep in full force and effect the permits, franchises and authorizations used in and material to the normal conduct of its business, (ii) comply in all material respects with all material applicable laws, rules, regulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Collateral) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, and (iii) at all times maintain and preserve all Collateral and keep such property in good repair, working order and condition (ordinary wear and tear expected) and from time to time use commercially reasonable efforts make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as expressly permitted by this Agreement).

(b) The Loan Parties shall at all times keep the Collateral and all other property and assets used in the Loan Parties’ business or in which a Loan Party now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (other than Liens expressly permitted by this Agreement), and shall give Lender prompt written notice of any legal process affecting the Collateral, such other property and assets, or any Liens thereon.

7.9 Taxes.

(a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) The Loan Parties and their Subsidiaries shall timely file all returns for Taxes (including timely extensions) and shall pay when due all U.S. federal and other material taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against any Loan Party or the Collateral or upon any Loan Party’s ownership, possession, use, operation or disposition thereof or upon any Loan Party’s rents, receipts or earnings arising therefrom (other than Excluded Taxes). Notwithstanding the foregoing, Borrower may contest, in good faith and by appropriate proceedings, taxes for which Borrower maintains adequate reserves therefor in accordance with GAAP. Borrower shall file on or before the due date therefor all personal property Tax Returns in respect of the Collateral.

(c) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Lender, timely reimburse the Lender for the payment of, any Other Taxes.

(d) The Borrower shall indemnify the Lender, within 10 days after demand therefor, for the full amount of (i) any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender and any reasonable expenses arising therefrom or with respect thereto, and (ii) any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar Taxes that may be payable or determined to be payable with respect to any of the Collateral or this Agreement; in each case with respect to clauses (i) and (ii), whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the Lender shall be conclusive absent manifest error.

(e) The Lender shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than Internal Revenue Service Form W-9 or the relevant Internal Revenue Service Form W-8) shall not be required if in Lender’s reasonable judgment such completion, execution or submission would subject Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Lender.

(f) Without limiting the generality of the foregoing, if a payment made to the Lender would be subject to U.S. federal withholding Tax imposed by FATCA if the Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Lender shall deliver to Borrower at the time or times prescribed by applicable law and at such time or times reasonably requested by Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply with its obligations under FATCA and to determine that the Lender has complied with the Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (c), “FATCA” shall include any amendments made to FATCA after the date hereof.

(g) The Borrower and the Lender agree that: (i) the Term Loan is debt for U.S. federal income tax purposes; (ii) such debt instrument is governed by the rules set out in Treasury Regulations Section 1.1272-1 and is not governed by the rules set out in Treasury Regulations Section 1.1275-4; (iii) to the fullest extent permitted by applicable law, the Term Loan constitutes a single debt instrument for purposes of Sections 1271 through 1275 of the Code and the Treasury Regulations thereunder (pursuant to Treasury Regulations Section 1.1275-2(c)); and (iv) no fees or other payments due upon execution of this Agreement from Borrower to the Lender shall be treated as “original issue discount” for U.S. federal income tax purposes. The Borrower and the Lender will adhere to this Section 7.10(g) for U.S. federal (and applicable state and local) income tax purposes and not take any action or file any Tax Return, report or declaration inconsistent herewith unless otherwise required by a final determination by the Internal Revenue Service or other applicable Governmental Authority or a change in law after the date hereof. The inclusion of this Section 7.10(g) is not an admission by the Lender that it is subject to United States taxation.

(h) Each party’s obligations under this Section shall survive any assignment of rights by, or the replacement of, the Lender, the termination of this Agreement, and the satisfaction or discharge of all obligations under any Loan Document.

7.10 Corporate Changes. No Loan Party shall change its corporate name, legal form, or jurisdiction of formation. No Loan Party shall relocate its chief executive office or its principal place of business unless: (a) it has provided at least twenty (20) days’ prior written notice to the Lender and (b) such relocation shall be within the continental United States of America.

7.11 Notification of Certain Events. The Borrower shall notify the Lender promptly of the occurrence of:

(a) any Default or Event of Default under the Loan Documents;

(b) any damage (other than immaterial damage), theft, malfunction or other event or circumstance that has a material adverse effect on the value of the Collateral;

(c) any material written notice from any insurance provider or broker relating to any insurance policy that insures the Collateral; or

(d) the filing or commencement of, or the knowledge of any written threat or written notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any part of the Collateral, the Borrower or any of its subsidiaries as to which would reasonably be expected to have a Material Adverse Effect;

(e) knowledge that any Loan Party or any of its Subsidiaries intends to file or commence (or intends to file or commence), any insolvency proceeding; knowledge that any Person has filed or intends to file an insolvency proceeding against the Loan Party or any Subsidiary; knowledge of the commencement of any material litigation by or against the Loan Party or any Subsidiary or any challenge to the Transactions;

(f) any other development specific to the Borrower, any other Loan Party or any of their respective Subsidiaries that is not a matter of general public knowledge and that has had, or could reasonably be expected to have, a Material Adverse Effect.

7.12 Additional Guarantors. The Borrower shall notify the Lender within five (5) Business Days after it or any other Loan Party makes an investment in, or otherwise acquires, any Subsidiary, or within five (5) Business Days after it or any other Loan Party creates an entity which is or becomes a Subsidiary, and promptly thereafter (and in any event within thirty (30) days), cause such Person to (i) become a Guarantor by executing and delivering to the Lender a counterpart of the Guaranty or such other document as the Lender shall reasonably deem appropriate for such purpose, (ii) take all such action and execute such agreements, documents and instruments requested by the Lender, including execution and delivery of a counterpart signature page to this Agreement and such other collateral security documents that may be necessary to grant to the Lender a first priority perfected security interest and Lien in any Collateral owned by such new and (iii) deliver to the Lender documents reasonably requested by the Lender, including customary opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender.

7.13 Use of Proceeds. The gross proceeds of the Term Loan shall be used to (i) prepay the JJA Loan in full for a total payoff amount not to exceed $4,500,000 and (ii) pay all fees, costs and expenses associated with the execution and delivery of this Agreement and the consummation of the Transactions, including, but not limited to, attorneys’ fees and costs and the independent valuation described below.

7.14 PhoenixEV Valuation. As soon as practicable but not later than forty-five (45) days after the Closing Date (which date may be extended by the mutual written agreement of the Borrower and the Lender), the Borrower shall deliver to the Lender a valuation report, prepared by an independent nationally recognized valuation firm reasonably acceptable to the Borrower and the Lender (the “Valuation Firm”), setting forth the fair market value of PhoenixEV and its Subsidiaries, including the “pro terra transit business unit” division owned and operated by PhoenixEV and its Subsidiaries (the “PhoenixEV Valuation”), including the fair market value of the PhoenixEV Equity Interests. The PhoenixEV Valuation shall be conducted in accordance with, and subject to, the following requirements:

(a) The Valuation Firm shall determine the fair market value of PhoenixEV and its Subsidiaries using valuation methodologies it determines in its independent professional judgment to be appropriate and consistent with generally accepted valuation practices, which may include asset-based, income-based (including discounted cash flow analysis) and market-based approaches (including comparable companies or comparable transactions), as applicable;

(b) The valuation methodologies, assumptions and relative weightings shall be determined by the Valuation Firm in its independent professional judgment. Prior to commencing the PhoenixEV Valuation, the Borrower shall provide the Lender with a reasonable opportunity to review and comment on the proposed scope of work and key assumptions; provided that the Valuation Firm shall remain responsible for determining the final methodologies, assumptions and weightings;

(c) The Lender shall have the right, but not the obligation, to (i) participate in the valuation process, including attending any meetings or calls between the Borrower and the Valuation Firm, (ii) submit information, data and materials directly to the Valuation Firm for its consideration and (iii) review and comment on any draft of the PhoenixEV Valuation prior to its finalization. The Borrower shall cause the Valuation Firm to cooperate fully with the Lender in connection with the foregoing and to provide the Lender with copies of all draft reports, working papers and supporting documentation upon request;

(d) If multiple valuation approaches are employed by the Valuation Firm, the approach yielding the lowest valuation shall be the controlling valuation for all purposes under this Agreement and the PhoenixEV Equity Interest Option Agreement, unless the Lender otherwise directs in writing; and

(e) In determining the fair market value of the PhoenixEV Equity Interests, the Valuation Firm shall apply a standard minority discount to the value thereof, only to the extent the Valuation Firm determines such adjustments are appropriate based on the nature of the equity interests being valued and consistent with generally accepted valuation practices.

7.15 Further Assurances. The Loan Parties shall from time to time execute, deliver, and file any financing statements, security agreements, collateral assignments, notices, control agreements or other documents to perfect or give the highest priority to the Lender’s Lien on the Collateral. Each Loan Party shall from time to time procure any instruments or documents as may be reasonably requested by Lender, and take all further action that may be necessary, or that Lender may reasonably request, to perfect and protect the Liens granted hereby and thereby. In addition, and for such purposes only, the Loan Parties hereby authorize Lender to execute and deliver on behalf of each such Loan Party and to file such financing statements (including an indication that the financing statement covers “all assets or all personal property” of such Loan Party in accordance with Section 9-504 of the UCC), collateral assignments, notices, control agreements, security agreements and other documents without the signature of such Loan Party either in Lender’s name or in the name of Lender as agent and attorney-in-fact for such Loan Party. The Loan Parties shall protect and defend their title to the Collateral and Lender’s Lien thereon against all Persons claiming any interest adverse to the Loan Parties or Lender other than Liens expressly permitted by this Agreement.

7.16 Certain Post-Closing Obligations.

(a) Deposit and Securities Accounts. As soon as practicable after the Closing (but not later than thirty (30) days thereafter unless extended by the mutual written agreement of the Borrower and the Lender), each Loan Party shall (i) enter into, and cause each depository bank to enter into, Control Agreements over such Loan Party’s Deposit Accounts and Securities Accounts as listed in Schedule 5.22 and (ii) terminate any and all deposit account or securities account control agreements to which any Loan Party is a party that existed as of the Closing Date.

(b) Foreign IP Registrations. As soon as practicable after the Closing Date (but not later than forty-five (45) days thereafter unless extended by the mutual written agreement of the Borrower and the Lender), the Borrower shall deliver to the Lender written evidence, in form and substance satisfactory to the Lender, that all of the Intellectual Property listed in Schedule 5.13 that is registered in any foreign country or jurisdiction has been assigned to, and is owned of record by, PhoenixEV.

(c) Payment of Existing Debt and Release of Existing Liens. As soon as practicable after the Closing Date (but not later than sixty (60) days thereafter unless extended by the mutual written agreement of the Borrower and the Lender), the Borrower shall deliver to the Lender written evidence, in form and substance satisfactory to the Lender, that (i) all Indebtedness listed in Schedule 8.1(b) has been paid or otherwise satisfied in full and (ii) all Liens listed in Schedule 8.2(b) have been released, terminated or otherwise satisfied in full. The terms of this Section 7.16(c) shall govern the scheduling or timing of any such payment, satisfaction, release or termination and shall supersede any conflicting provisions in Schedule 8.1(b) or Schedule 8.2(b), as applicable.

(d) Insurance-Related Matters.

(i) As soon as practicable after the Closing Date (but not later than thirty (30) days thereafter unless extended by the mutual written agreement of the Borrower and the Lender), the Loan Parties shall have procured, and the Lender shall have received true, correct and complete copies of, insurance policies and certificates and endorsements of insurance covering the Loan Parties and meeting the requirements described in clause (d)(ii) below and, thereafter, the Loan Parties shall maintain all such insurance coverage. The Lender shall be named as (A) a lender loss payee, as its interest may appear, with respect to any such insurance providing coverage in respect of property of the Loan Parties, and (B) an additional insured, as its interest may appear, with respect to any such insurance providing general liability coverage, and each provider of any such insurance shall ensure, by endorsement upon the policy or policies issued by it or by independent instruments to be furnished to the Lender, that it will give the Lender twenty (20) days’ prior written notice before any such policy or policies shall be altered or cancelled.

(ii) All insurance procured and maintained by the Loan Parties shall be maintained with insurers (with a Best rating of at least A-, unless otherwise approved by the Lender in its sole discretion) that are satisfactory to the Lender (A) with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements reasonably satisfactory to the Lender, and all flood hazard diligence, documentation and insurance in respect of real property shall comply with the Flood Disaster Protection Act or otherwise shall be satisfactory to the Lender, and (B) with respect to the properties and businesses of the Borrower and the other Loan Parties of such type (including product liability, workers’ compensation, business interruption, larceny, embezzlement, or other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated and are approved by the Lender in its sole discretion. All proceeds under each policy shall be payable to the Lender.

SECTION 8.

NEGATIVE COVENANTS AND FINANCIAL COVENANTS

The Loan Parties hereby covenant and agree that, from and after the Closing Date until the Term Loan, together with interest, fees and all other Obligations incurred hereunder, are paid in full in cash in accordance with the terms of this Loan Agreement:

8.1 Limitations on Indebtedness. The Loan Parties shall not create, assume, incur, issue, guarantee or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness, except the following (the “Permitted Indebtedness”):

(a) The Obligations;

(b) Indebtedness set forth in Schedule 8.1(b);

(c) Purchase Money Debt (including Capital Lease Obligations) of the Borrower or any other Loan Party that is unsecured or secured only by a Purchase Money Lien; provided, that the aggregate principal amount of Indebtedness permitted under this clause (e) shall not exceed $50,000 in the aggregate at any time outstanding;

(d) unsecured Indebtedness outstanding under corporate credit cards or corporate charge cards for expenditures made in the Ordinary Course of Business in an aggregate amount not to exceed $50,000 at any one time outstanding; and

(e) Indebtedness arising from the endorsement of negotiable instruments for collection in the Ordinary Course of Business.

8.2 Limitations on Liens. The Loan Parties shall not create, incur, assume or permit to exist or to be created or assumed any Lien on any of their respective Property, whether now owned or hereafter acquired, except the following (the “Permitted Liens”):

(a) Liens in favor of the Lender to secure the Obligations;

(b) Liens set forth in Schedule 8.2(b), provided that (x) the aggregate principal amount of the Indebtedness or other obligations, if any, secured by such Liens does not increase from the amount thereof as of the Closing Date; and (y) such Liens do not encumber any Property other than the Property subject thereto on the Closing Date;

(c) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the Property or assets subject to any such Lien; and

(d) Purchase Money Liens securing Indebtedness permitted under Section 8.1(c).

8.3 Dispositions. No Loan Party shall make any Dispositions, except for sales or leases of inventory in the Ordinary Course of Business.

8.4 Limitations on Investments. No Loan Party shall make or permit to exist any Investment, except that, so long as no Event of Default then exists or is caused thereby, the Borrower and any other Loan Party may make the following Investments (the “Permitted Investments”):

(a) Investments made by a Loan Party in another Loan Party; provided, however, that PhoenixEV may not make any Investment in any other Loan Party;

(b) Investments in cash and cash equivalents that are subject to the Liens in favor of the Lender and the Lender’s control to the extent required hereunder;

(c) Investments consisting of bank deposits made in the Ordinary Course of Business;

(d) Investments consisting of prepaid expenses and extensions of trade credit made in the Ordinary Course of Business.

8.5 Liquidations, Mergers and Consolidations. No Loan Party shall liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or consolidate with or merge into any other Person, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets or any Equity Interests of any other Loan Party.

8.6 Transactions with Affiliates. No Loan Party shall enter into, or be a party to, any transaction, agreement or arrangement (including the purchase, sale, lease, transfer or exchange of property or assets, the rendering of any service, the making of any Investment, the making of any loans or advances or the repayment of any outstanding Indebtedness) with an Affiliate, director or employee thereof, except for (a) the agreements, instruments or arrangements in effect as of the Closing Date and described on Schedule 8.6, or any amendment thereto (so long as any such amendment is not adverse to the Lender in any material respect as compared to the applicable agreement as in effect on the Closing Date), (b) any Permitted Investment and (c) any Restricted Payment permitted under Section 8.8.

8.7 Amendment and Waiver.

(a) No Loan Party shall enter into any amendment of, or agree to or accept or consent to any waiver of any of the provisions of its organizational documents in a manner that could reasonably be expected to be adverse to the rights, interests or privileges of the Lender or its ability to enforce the Loan Documents, except as approved in advance in writing by the Lender.

(b) No Loan Party shall amend, modify, change, waive, or obtain any consent, waiver or forbearance with respect to, any of the terms or provisions of any Material Contract in any manner that (i) is contrary to the terms of this Agreement or any other Loan Document, (ii) would reasonably be expected to result in a Material Adverse Effect or (iii) would reasonably be expected to be adverse to the rights, interests or privileges of the Lender or its ability to enforce the Loan Documents.

8.8 Restricted Payments. No Loan Party may make any Restricted Payments, except that (i) any Guarantor may make dividends or distributions to the Borrower or any other Guarantor, (ii) any Guarantor that is a foreign entity may make dividends or distributions to the Borrower, and (iii) so long as no Event of Default exists or would result therefrom, the Borrower may purchase, redeem or otherwise acquire its Equity Interests or any warrants, options or other rights in respect thereof, in each case, from any employee of the Borrower upon the termination of their employment with the Borrower or the other Loan Parties pursuant to customary employee or management agreements, plans or arrangements, provided that any such Restricted Payments under this clause (iii) shall not exceed $50,000 in the aggregate in any fiscal year of the Borrower.

8.9 Change in Business. The Loan Parties shall not engage in any business other than the Proterra Transit Business and activities incidental thereto.

8.10 Change Name or Jurisdiction of Organization. The Loan Parties shall not (a) change its name as it appears in official filings in its jurisdiction of organization or (b) change its jurisdiction or form of organization.

8.11 Deposit and Securities Accounts. No Loan Party shall maintain any Deposit Account or Securities Account unless such Deposit Account or Securities Account is subject to Control Agreements in favor of the Lender.

8.12 Limitation of Modification of Certain Agreements. The Loan Parties shall not amend or modify in any manner (a) the organizational documents of any of the Loan Parties or (b) any Material Contract, in each case without the express prior written consent of the Lender.

8.13 No Negative Pledges. No Loan Party shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any such Loan Party or any of its Subsidiaries to pay dividends or make any other distribution on any of such Loan Party’s or Subsidiary’s Equity Interests or to pay fees, or make other payments and distributions to, any other Loan Party or any of its Subsidiaries, except that the Borrower may not pay any distribution to any of its stockholders and except as permitted by the terms of the Loan Documents. The Borrower shall not, and shall not permit any of the Borrower’s Subsidiaries to, directly or indirectly, enter into, assume or become subject to any contractual obligation prohibiting or otherwise restricting the existence of any Lien upon any Collateral in favor of the Lender to secure the Obligations, whether now owned or hereafter acquired except in connection with any document or instrument governing Permitted Liens, provided that any such restriction contained therein relates only to the Property subject to such Permitted Liens.

8.14 Removal of Directors or Officers. The Loan Parties shall not remove or replace any of the individuals who were elected or appointed as the directors and officers of PhoenixEV or PhoenixEV Operating, as applicable, as provided in Section 4.15, unless such individuals shall have been simultaneously replaced by individuals who have been approved in writing in advance by the Lender, which approval may be withheld in the Lender’s sole discretion, and shall not increase the number of members of the Board of Directors of PhoenixEV or the managers of PhoenixEV Operating.

8.15 Accounting Changes. The Loan Parties shall not make any material change in accounting treatment or reporting practices, except as required by GAAP, or change its fiscal year or any fiscal quarter.

SECTION 9.

EVENTS OF DEFAULT

The occurrence of any one or more of the following events shall be an “Event of Default”:

9.1 Payments. Any Loan Party fails to pay (i) when due any installment of principal of the Term Loan, whether at stated maturity, by acceleration, by mandatory prepayment or otherwise due, or (ii) any interest on the Term Loan or any fee or any other amount due under this Agreement or any other Loan Document within three (3) Business Days after the due date; or

9.2 Certain Covenants and Agreements. Any Loan Party shall breach or fail to comply with or observe any covenants or agreements contained in Section 7.1 (Reporting Requirements), Section 7.2 (Maintenance of Existence and Licenses), Section 7.4 (Compliance with Material Contracts; Payment of Liabilities), Section 7.9 (Taxes), Section 7.10 (Corporate Changes), Section 7.13 (Use of Proceeds), Section 7.14 (Phoenix Valuation), Section 7.16 (Certain Post-Closing Obligations) or Section 8 (Negative Covenants) of the Loan Agreement and in Section 4 (Closing Actions and Deliveries) or Section 5 (Certain Covenants) of the PhoenixEV Equity Interest Option Agreement;

9.3 All Other Covenants and Agreements. Any Loan Party breaches or defaults in any material respect in the performance of any other covenant or agreement contained in any Loan Document (other than as described in Section 9.1 or Section 9.2 above) and such breach or default shall continue unremedied for a period of twenty (20) days after the date when such breach or default shall have first occurred; or

9.4 Representations. Any representation or warranty made by any Loan Party in any Loan Document shall have been false or misleading in any material respect when made or when deemed made; or

9.5 Insolvency. (A) Any Loan Party (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay their respective debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances, including under the Bankruptcy Code; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of any Loan Party or of all or 33.33% or more (a “substantial portion”) of the assets or property of any Loan Party; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) sixty (60) days shall have expired after the commencement of an involuntary action against any Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of any Loan Party being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) any Loan Party shall file any answer admitting or not contesting the material allegations of a petition filed against any such Loan Party in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) twenty (20) days shall have expired after the appointment, without the consent or acquiescence of any Loan Party, of any trustee, receiver or liquidator of any Loan Party or of all or any substantial portion of their properties without such appointment being vacated; or

9.6 Cross-Default. (i) Any Loan Party or any of its Subsidiaries (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $50,000 (any such Indebtedness, “Material Indebtedness”), or (B) defaults in the observance or performance of any other agreement or condition relating to any such Material Indebtedness the effect of which default is to (x) cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after the expiration of any grace period), with the giving of notice if required, such Material Indebtedness to become due prior to its scheduled maturity or (y) cause (after the expiration of any grace period), with the giving of notice if required, the Loan Parties or any of its Subsidiaries to purchase or redeem or make an offer to purchase or redeem such Material Indebtedness prior to its scheduled maturity; or

9.7 Material Contracts. Any breach or default by the Borrower or any of the other Loan Parties under any Material Contract to which it is a party if such Material Contract shall terminate as a result of such breach or default; or

9.8 Attachments; Judgments. Any portion of any Loan Party’s assets is attached or seized, or a levy is filed against any such assets, or a judgment or judgments is/are entered for the payment of money (not covered by independent third party insurance as to which liability has not been rejected by such insurance carrier), individually or in the aggregate, of at least $250,000, or any Loan Party is enjoined or in any way prevented by court order from conducting any material part of its business, and such attachment, seizure, levy, judgment or enjoinment is not, within forty-five (45) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); or

9.9 Change of Control. The occurrence of a Change of Control; or

9.10 Loan Documents. (i) Any Loan Document (other than in accordance with its terms or the terms of the other Loan Documents or upon payment in full of the Obligations in cash) shall for any reason be asserted in writing by any Loan Party not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Loan Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected first priority security interest in the securities, assets or properties covered thereby, (iii) the Guaranty pursuant to this Agreement by the Guarantors shall cease to be in full force and effect or shall be asserted in writing by any Guarantor not to be in effect or not to be legal, valid and binding obligations, or (iv) any Loan Party, any Affiliate thereof or any third party seeks to challenge the effectiveness of the Transactions.

SECTION 10.

REMEDIES

10.1 General. Upon and during the continuance of one or more Events of Default, (i) the Lender may, upon written notice given to the Loan Parties, accelerate and demand payment of all or any part of the Obligations and declare them to be immediately due and payable; provided, however, that upon the occurrence of an Event of Default of the type described in Section 9.5 or Section 9.9, all of the Obligations shall automatically be accelerated and immediately due and payable, in each case without any notice or action. The Lender may, at its option, (a) sign and file in any Loan Party’s name any and all collateral assignments, notices, control agreements, security agreements and other documents it deems necessary or appropriate to perfect or protect the repayment of the Obligations, and in furtherance thereof, each Loan Party hereby grants Lender an irrevocable power of attorney coupled with an interest to do so, and (b) notify any of the Loan Parties’ account debtors to make payment directly to the Lender, compromise the amount of any such account on the Loan Parties’ behalf and endorse Lender’s name without recourse on any such payment for deposit directly to the Lender’s account. The Lender may exercise all rights and remedies with respect to the Collateral under the Loan Documents or otherwise available to it under the UCC and other applicable law, including the right to release, hold, sell, lease, liquidate, collect, realize upon, or otherwise dispose of all or any part of the Collateral and the right to occupy, utilize, process and commingle the Collateral.

10.2 Collection; Foreclosure. Subject to the UCC and applicable law, upon the occurrence and during the continuance of any Event of Default, Lender may at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing (at Borrower’s sole cost and expense, which cost and expense will be added as additional Obligations), in such order as Lender may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Loan Party agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the Borrower. The Lender may require the Loan Parties to assemble the Collateral. The Lender shall be deemed to have acted reasonably in the custody, preservation, and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC. The cash proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender in the order as the Lender shall determine in its sole discretion, with any excess after payment in cash in full of the Secured Obligation to the Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.

10.3 Appointment of Receiver. Upon the acceleration of the Obligations, as provided in this Section 10, to the extent permitted by law, the Lender shall have the right to appoint a receiver for the Collateral, both to operate and to sell such Collateral, and the Loan Parties hereby consents to such right and such appointment and hereby waives, to the fullest extent permitted by applicable Law, any objection any Loan Party may have thereto or the right to have a bond or other security posted by the Lender in connection therewith.

10.4 No Waiver. The Lender shall be under no obligation to marshal any of the Collateral for the benefit of the Loan Parties or any other Person, and each Loan Party expressly waives all rights, if any, to require Lender to marshal any Collateral.

10.5 Cumulative Remedies. The rights, powers and remedies of Lender hereunder and in the other Loan Documents shall be in addition to all rights, powers and remedies given by statute or rule of law and are cumulative and non-exclusive. The exercise of any one or more of the rights, powers and remedies provided herein shall not be construed as a waiver of or election of remedies with respect to any other rights, powers and remedies of Lender.

SECTION 11.

GUARANTY

11.1 Guaranty of the Obligations. The Guarantors hereby irrevocably, unconditionally and jointly and severally guaranty to the Lender (the “Guaranty”) the due and punctual payment and performance in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) or any other provision of the Bankruptcy Code) and the due performance and compliance by the Loan Parties with all of the terms, conditions, covenants and agreements contained herein, in each other Loan Document (collectively, the “Guarantied Obligations”). This Guaranty shall be binding upon the Guarantors and their respective successors and assigns and shall inure to the benefit of the Lender and its successors and assigns.

11.2 Payment by Guarantors. Each Guarantor hereby agrees, in furtherance of the foregoing, that upon the failure of any Loan Party to pay any of the Guarantied Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) or any other provision of the Bankruptcy Code), such Guarantor shall upon demand pay, or cause to be paid, in cash, to the Lender an amount equal to the sum of the unpaid principal amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including interest which, but for any such Loan Party becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guarantied Obligations, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy, insolvency, receivership or similar proceeding) and all other Guarantied Obligations then owed to the Lender as aforesaid.

11.3 Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional, constitute primary obligations of each such Guarantor and not a contract of surety to the maximum extent permitted by law, and to the extent permitted by applicable law shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full in cash of the Guarantied Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees that this Guaranty and the obligations of each such Guarantor hereunder shall be valid and enforceable and, to the extent permitted by applicable law, shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full in cash of the Guarantied Obligations), including any failure or omission to assert or enforce or agreement or election not to assert or enforce any other guaranty of or security for the payment of the Guarantied Obligations, whether or not any Guarantor shall have had notice or knowledge of this.

11.4 Waivers. Each Guarantor hereby waives, for the benefit of the Lender, to the fullest extent permitted by applicable law, (a) any right to require the Lender, as a condition of payment or performance by any such Guarantor, to (i) proceed against any other Loan Party, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from any other Loan Party, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of the Lender in favor of any other Loan Party or any other Person, or (iv) pursue any other remedy in the power of the Lender whatsoever; and (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any other Loan Party, including any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Loan Party from any cause other than payment in full in cash of the Guarantied Obligations.

11.5 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Obligations shall have been paid in full in cash. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Obligations. No failure or delay on the part of the Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise of any right, power or privilege.

11.6 Maximum Liability. Any term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable under this Guaranty shall not exceed the maximum amount for which any such Guarantor can be liable without rendering the obligations of any such Guarantor under this Guaranty or any other Loan Document, subject to avoidance under applicable laws relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, Section 548 of Title 11 of the United States Code, and any applicable provisions of comparable applicable laws) (collectively, the “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of the Fraudulent Transfer Laws shall take into account the right of contribution that any guarantor may have, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under this Guaranty. Notwithstanding the foregoing, this Section 11.6 is intended solely to preserve the rights of the Lender hereunder to the maximum extent that would not cause the obligations of any guarantor hereunder to be subject to avoidance under the Fraudulent Transfer Laws, neither the Guarantors nor or any other Person shall have any right or claim under this Section 11.6 or otherwise as against the Lender that would not otherwise be available to such Person under the Fraudulent Transfer Laws.

11.7 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by Lender, no Guarantor shall (a) be entitled to be subrogated to any of the rights of the Lender against the Borrower or any collateral security or guaranty or right of offset held by the Lender for the payment of the Guarantied Obligations, (b) seek or be entitled to seek any reimbursement from the Borrower in respect of payments made by any Guarantor under this Guaranty, or (c) assert any right, claim or cause of action, including, without limitation, any claim of subrogation or indemnification that any Guarantor has against the Borrower, in all cases until all Guarantied Obligations are paid in full in cash. If any amount is paid to any Guarantor on account of such subrogation rights at any time prior to the payment in full in cash of the Guarantied Obligations, such amount shall be held by such Guarantor in trust for the benefit of the Lender, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Lender, if required), to be applied against the Guarantied Obligations, whether matured or unmatured, as the Lender may determine in accordance with Section 9.2.

11.8 Acknowledgment of Guarantors. The Guarantors hereby acknowledge and agree that they will derive substantial direct and indirect benefits from the extension of credit to the Borrower and consummation of the other Transactions contemplated by this Agreement.

SECTION 12.

MISCELLANEOUS

12.1 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective only to the extent and duration of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

12.2 Notice. All notices or other communications that are required or permitted under the Loan Documents shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by electronic mail or hand delivery or delivery by an overnight express service or overnight mail delivery service; or (ii) the third (3rd) calendar day after deposit in the United States of America mails, with proper first class postage prepaid, in each case addressed to the party to be notified as follows:

Concrete Jungle Ltd.

Mandar House, 3rd Floor

Johnson’s Ghut

Tortola, VG1110

British Virgin Islands

Attn: Congrui Wang

Email: [email protected]

Phoenix Motor Inc.

1500 Lakeview Loop

Anaheim, CA 92807

Attn: Denton Xiaofeng Peng

Email: [email protected]

or to such other address as each party may designate for itself by like notice.

12.3 Entire Agreement; Amendments.

(a) This Agreement, the other Loan Documents, the Support Agreements and the other agreements and documents being executed and delivered concurrently herewith and therewith constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof and supersede and replace in their entirety all prior proposals, term sheets, non-disclosure or confidentiality agreements, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof or thereof.

(b) Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented, waived or modified except by a written agreement signed by the Lender, on the one hand, and the Borrower on behalf of itself and the other Loan Parties, on the other hand.

12.4 No Waiver. The powers conferred upon Lender by this Agreement are solely to protect its rights hereunder and under the other Loan Documents and its interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. No omission or delay Lender at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by the Loan Parties at any time designated, shall be a waiver of any such right or remedy to which Lender is entitled, nor shall it in any way affect the right of Lender to enforce such provisions thereafter.

12.5 Survival. All agreements, representations and warranties contained in this Agreement and the other Loan Documents or in any document delivered pursuant hereto or thereto shall be for the benefit of Lender and shall survive the execution and delivery of this Agreement.

12.6 Successors and Assigns.

(a) The provisions of this Agreement and the other Loan Documents shall inure to the benefit of and be binding on Borrower, the other Loan Parties and their respective permitted assigns (if any). No Loan Party may assign any of its rights or obligations under this Agreement or any of the other Loan Documents without the Lender’s express prior written consent, and any such attempted assignment shall be void and of no effect.

(b) The Lender may assign or participate to one or more Persons all or any portion of its rights and obligations under this Agreement (including all or a portion of the Term Loan at the time owing to it) and the other Loan Documents. In the case of an assignment, from and after the effective date specified in the relevant assignment agreement, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the assigning Lender’s rights and obligations under this Loan Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 12.15, to the extent of any amounts owed to such Lender under any of such provisions). Any assignment or transfer by the Lender of its rights or obligations under this Agreement that does not comply with this Section 12.6 shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations.

(c) The Lender, acting solely as a non-fiduciary agent of the Borrower for tax purposes and solely with respect the actions described in this Section 12.6, shall maintain at one of its offices in the United States a register for the recordation of the principal amount (and stated interest) of the Term Loan owing to the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error. The parties intend that any interest in or with respect to the Term Loan under this Agreement shall be treated as being issued and maintained in “registered form” within the meaning of the Code and any Treasury Regulations thereunder (and any successor provisions), including without limitation under Sections 163(f), 871(h)(2), and 881(c)(2) of the Code or Treasury Regulations Section 5f.103-1(c) and Proposed Regulations Section 1.163-5 (and any successor provisions), and this Section 12.6 and the provisions of this Agreement shall be construed in a manner to give effect to such intent.

(d) For the avoidance of doubt, if the Lender sells a participation in all or any portion of its rights and obligations under this Agreement (including all or a portion of the Term Loan at the time owing to it) and the other Loan Documents, it shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loan or other obligations under the Loan Documents (the “Participant Register”); provided, however, that the Lender shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(e) Nothing herein is intended to prevent, impair, limit or otherwise restrict the ability of the Lender to collaterally assign or pledge all or any portion of its interests in the Term Loan and the other rights and benefits under the Loan Documents to an unaffiliated third party lender of the Lender.

12.7 Governing Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS REQUIRING APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

12.8 Consent to Jurisdiction and Venue.

(a) EACH LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN IN THE STATE OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE TERM LOAN, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THE TERM LOANS, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE LOAN PARTIES OR THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(b) EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

12.9 Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY CLAIM, DISPUTE OR CAUSE OF ACTION BASED UPON OR ARISING UNDER THIS AGREEMENT OR UNDER ANY OF THE OTHER LOAN DOCUMENTS, ANY DEALINGS BETWEEN SUCH PARTIES OR THE TRANACTIONS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL CLAIMS, DISPUTES AND CAUSES OF ACTION THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO SUCH MATTERS, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AMONG THE PARTIES HERETO, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TERM LOAN OR THE TRANSACTIONS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

12.10 Professional Fees. The Loan Parties, jointly and severally, promise to pay any and all reasonable and documented out-of-pocket attorneys’ and other professionals’ fees and expenses incurred by the Lender before and after the Closing Date in connection with or related to: (a) the development, negotiation, preparation, execution, delivery and administration of, and any amendment, supplement, or other modification to, and any waiver of any provision of, and any consent under, this Agreement or the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including such costs, fees and expenses related to due diligence, appraisal costs, lien searches and filing fees and such costs, including the reasonable fees, disbursements and other charges of external counsel to the Lender (including any local counsel selected by the Lender); and (b) the enforcement or preservation of any of the Lender’s rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the reasonable and documented fees, disbursements and other charges of external counsel to the Lender (including any local counsel selected by the Lender), and external tax professionals, accounting professionals and other consultants and advisors of the Lender.

12.11 Confidentiality. The Lender acknowledges that certain items of Collateral and information provided to the Lender by the Borrower are confidential and proprietary information of the Borrower, if and to the extent such information either (x) is marked as confidential by the Borrower at the time of disclosure, or (y) should reasonably be understood to be confidential (the “Confidential Information”). Accordingly, the Lender agrees that any Confidential Information it may obtain shall not be disclosed to any other Person or entity in any manner whatsoever, in whole or in part, without the prior written consent of Borrower, except that the Lender may disclose any such information: (a) to its own directors, officers, employees, accountants, counsel and other professional advisors and to its Affiliates if the Lender in its sole but reasonable discretion determines that any such party should have access to such information in connection with such party’s responsibilities in connection with this Agreement and, provided that such recipient of such Confidential Information either (i) agrees to be bound by the confidentiality provisions of this paragraph or (ii) is otherwise subject to confidentiality restrictions that reasonably protect against the disclosure of Confidential Information; (b) if such information is generally available to the public; (c) if required or appropriate in any report, statement or testimony submitted to any Governmental Authority having or claiming to have jurisdiction over Lender; (d) if required or appropriate in response to any summons or subpoena or in connection with any litigation, to the extent permitted or deemed advisable by Lender’s counsel; (e) to comply with any legal requirement or law applicable to the Lender; (f) to the extent reasonably necessary in connection with the exercise of any right or remedy under any Loan Document, including Lender’s sale, lease, or other disposition of Collateral after an Event of Default; (g) to any participant or assignee of Lender or any prospective participant or assignee; provided, however, that such participant or assignee or prospective participant or assignee agrees in writing to be bound by this Section prior to disclosure; or (h) otherwise with the prior consent of Borrower; provided further, however, that any disclosure made in violation of this Agreement shall not affect the obligations of Borrower or any of its Affiliates or any guarantor under this Agreement or the other Loan Documents.

12.12 Revival of Secured Obligations. This Agreement and the other Loan Documents shall remain in full force and effect and continue to be effective (i) if any petition is filed by or against any Loan Party for liquidation or reorganization, (ii) if any Loan Party becomes insolvent or makes an assignment for the benefit of creditors, (iii) if a receiver or trustee is appointed for all or any significant part of any Loan Party’s assets or (iv) if any payment or transfer of Collateral is recovered from the Lender. The Loan Documents and the Secured Obligations and Collateral shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Secured Obligations or any transfer of Collateral to the Lender, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, Lender or by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of Collateral had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan Documents and the Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full and final payment to the Lender in cash.

12.13 Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including assignment and assumptions, amendments, waivers or consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

12.14 No Third Party Beneficiaries. No provisions of the Loan Documents are intended, nor will be interpreted, to provide or create any third-party beneficiary rights or any other rights of any kind in any Person other than Lender and the Loan Parties, unless specifically provided otherwise herein, and, except as otherwise so provided, all provisions of the Loan Documents will be personal and solely among the Lender and the Loan Parties.

12.15 Indemnity. The Loan Parties, jointly and severally, shall indemnify the Lender, its investment bankers (including Univest Securities LLC) and each of their respective managers, members, officers, employees, Affiliates, agents, representatives, advisors, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable and documented out-of-pocket fees and disbursements of outside counsel) which may be imposed on, incurred by or asserted against any Indemnified Person with respect to or arising out of, or in any litigation, proceeding or investigation instituted or conducted by any Person with respect to any aspect of, or any transaction contemplated by, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby or related thereto, whether or not such Indemnified Person is a party thereto, except to the extent that a final and non-appealable order of judgment binding on such Indemnified Person of a court of competent jurisdiction determines that any of the foregoing shall have resulted directly from the gross negligence, bad faith or willful misconduct of such Indemnified Person. The Lender agrees to give the Borrower reasonable notice of any event of which the Lender becomes aware for which indemnification may be required under this Section 12.15, and the Lender may elect (but is not obligated) to direct the defense thereof, and the Loan Parties shall be entitled to participate in the defense of any matter for which indemnification may be required under this Section 12.15 and to employ counsel at its own expense to assist in the handling of such matter. Any Indemnified Person may, in its reasonable discretion, take such actions as it deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of such Indemnified Person, such Indemnified Person’s security interest and Lien in and to the Collateral or the Collateral. In no event may the Loan Parties, without the prior written consent of the affected Indemnified Person, effect any settlement of any pending or threatened proceeding against such Indemnified Person in respect of which indemnity is being sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person from any and all liability or claims that are the subject matter of such proceeding and (b) such settlement does not include any statement as to any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. This Section 12.15 shall survive the repayment in full of the Term Loan and all other Obligations under, and otherwise shall survive the expiration or other termination of, this Agreement and the other Loan Documents. This Section 12.15 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Pat1ies have duly executed and delivered this Agreement as of the day and year first above written.

[Signature Page to Term Loan, Security and Guaranty Agreement]

[Signature Page to Term Loan, Security and Guaranty Agreement]

Exhibit 10.2

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.

THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (OID). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), TONY SHEN, A REPRESENTATIVE OF THE ISSUER HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS SECURITY, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). MR. SHEN MAY BE REACHED AT TELEPHONE NUMBER (408) 550-5048.

SENIOR SECURED TERM LOAN DISCOUNT NOTE

This Senior Secured Term Loan Discount Note (this “Note”) is being executed and delivered pursuant to that certain Term Loan, Security and Guaranty Agreement dated of even date herewith (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and among PHOENIX MOTOR, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time a party thereto and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (or its registered assigns) (the “Lender”). Unless otherwise stated, all capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. In addition, the rules of construction and interpretation specified in Sections 1.2 through 1.4 of the Loan Agreement shall likewise govern the construction and interpretation of this Note.

FOR VALUE RECEIVED, the Borrower hereby promises to pay to the Lender (or its registered assigns) at the Payment Office (or such other place as the holder hereof may from time to time designate to the Borrower in writing) the principal sum of Five Million and No Dollars ($5,000,000.00), payable in the amounts and at the times as set forth in the Loan Agreement, and interest accruing on the principal balance of this Note from time to time outstanding, all in accordance with the provisions of the Loan Agreement. Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest shall be payable at the applicable Default Rate until such Event of Default has been waived by the Lender. In no event, however, shall interest hereunder exceed the Maximum Legal Rate.

This Promissory Note is the “Note” referred to in the Loan Agreement. Payment and performance of this Note is, among other things, secured by Liens granted in favor of the Lender pursuant to the Loan Agreement and guarantied by the Guarantors pursuant to the Loan Agreement, and the Lender is entitled to the rights and benefits contained in the Loan Agreement and the other Loan Documents.

If an Event of Default under Section 9 of the Loan Agreement shall occur, this Note and the other Obligations shall be become immediately due and payable pursuant to the provisions of the Loan Agreement. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of laws principles.

To the fullest extent permitted by applicable law, each Borrower waives: (a) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all of the Obligations, the Loan Agreement, this Note or any other Loan Documents; (b) all rights to notice and a hearing prior to Agent’s taking possession or control of, or to Agent’s replevy, attachment or levy upon, the Collateral or any bond or security that might be required by any court prior to allowing Agent to exercise any of its remedies; and (c) the benefit of all valuation, appraisal and exemption laws.

The Borrower agrees to pay to the Lender all fees and expenses described in the Loan Agreement and the other Loan Documents in accordance with their respective terms.

[Signature Page Follows]

IN WITNESS WHEREOF, this Note has been duly executed by the Borrower as of the first date written above.

[Signature Page to Senior Secured Term Loan Discount Note]

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2026, by and between PHOENIX MOTOR INC., a Delaware corporation (the “Company”), and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (the “Holder”).

RECITALS

A. Pursuant to that certain Term Loan, Security and Guaranty Agreement dated of even date herewith (as amended from time to time, the “Loan Agreement”) by and among the Company, as “Borrower,” the Guarantors a party thereto and the Holder, the Holder has agreed to make the Term Loan to the Borrower, all of the terms and subject to the conditions set forth in the Loan Agreement and the other Loan Documents.

B. The Company’s common stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted on the “OTC Pink Market” under the symbol “PEVM.”

C. To induce the Holder to extend credit to the Borrower under the Loan Agreement and in partial consideration therefor, at the Closing, the Company is issuing and delivering to the Holder a warrant (the “Warrant”) to purchase five percent (5.0%) of the Equity Interests of the Company calculated on a fully diluted basis.

D. It is a condition precedent to the making of the Term Loan and the consummation of the other Transactions that the parties hereto enter into this Agreement in order to grant certain registration rights to the Holder as set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties hereto agree as follows:

1. Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of a Person means any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Board” means the board of directors (or any successor governing body) of the Company.

“Commission” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

“Common Stock” means the common stock, $0.004 par value per share, of the Company and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization or other similar event with respect to the Common Stock).

“Company” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.

“Controlling Person” has the meaning set forth in Section 5(g).

“Demand Registration” has the meaning set forth in Section 2(b).

“DTCDRS” has the meaning set forth in Section 5(r).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Holder” has the meaning set forth in the preamble.

“Long-Form Registration” has the meaning set forth in Section 2(a).

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Piggyback Registration” has the meaning set forth in Section 3(a).

“Piggyback Registration Statement” has the meaning set forth in Section 3(a).

“Piggyback Shelf Registration Statement” has the meaning set forth in Section 3(a).

“Piggyback Shelf Takedown” has the meaning set forth in Section 3(a).

“Prospectus” means the prospectus or prospectuses included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rule 430A under the Securities Act or any successor rule thereto), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“Loan Agreement” has the meaning set forth in the recitals.

“Records” has the meaning set forth in Section 5(h).

“Registrable Securities” means (a) any shares of Common Stock issued or issuable upon exercise of the Warrant, and (b) any shares of Common Stock issued or issuable with respect to any shares described in subsection (a) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) the Commission has declared a Registration Statement covering such securities effective and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met, (iii) such securities become eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1), or (iv) such securities have ceased to be outstanding.

“Registration Statement” means any registration statement of the Company, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement.

“Rule 144” means Rule 144 under the Securities Act or any successor rule thereto.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any holder of Registrable Securities, except for the reasonable fees and disbursements of counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section 6.

“Shelf Registration” has the meaning set forth in Section 2(c).

“Shelf Registration Statement” has the meaning set forth in Section 2(c).

“Shelf Supplement” has the meaning set forth in Section 2(d).

“Shelf Takedown” has the meaning set forth in Section 2(c).

“Shelf Takedown Notice” has the meaning set forth in Section 2(d).

“Short-Form Registration” has the meaning set forth in Section 2(b).

“Suspension Notice” has the meaning set forth in Section 5(p).

“Warrant” has the meaning set forth in the recitals.

2. Demand Registration.

(a) Long-Form Registration. The Holder may request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the number of Registrable Securities requested to be included in the Long-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Long-Form Registration within sixty (60) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter.

(b) Short-Form Registration. The Company shall use its reasonable efforts to qualify and remain qualified to register the offer and sale of securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or any successor form thereto, the holders of Registrable Securities shall have the right to request an unlimited number of registrations under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form S-3 or any similar short-form Registration Statement (each, a “Short-Form Registration” and, together with each Long-Form Registration and Shelf Registration, a “Demand Registration”). Each request for a Short-Form Registration shall specify the number of Registrable Securities requested to be included in the Short-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form S-3 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Short-Form Registration within thirty (30) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter.

(c) Shelf Registration. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”), the holders of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration” and any offering made pursuant to such Shelf Registration Statement, a “Shelf Takedown”). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the holders thereof have requested to be included in such Shelf Registration within thirty (30) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter.

(d) Shelf Takedown Notice. A holder of Registrable Securities may, at any time and from time to time when a Shelf Registration Statement is effective, deliver written notice (a “Shelf Takedown Notice”) to the Company specifying the number of Registrable Securities such holder intends to sell pursuant to a Shelf Takedown and the intended method of distribution. Upon receipt of a Shelf Takedown Notice, the Company shall file a prospectus supplement (a “Shelf Supplement”) as promptly as practicable to enable such Shelf Takedown to proceed.

(e) Restrictions on Demand Registrations. The Company shall not be obligated to effect any Long-Form Registration within 90 days after the effective date of a previous Long-Form Registration or Shelf Takedown. The Company may postpone for up to 90 days the filing or effectiveness of a Registration Statement for a Demand Registration or the filing of a Shelf Supplement for a Shelf Takedown if the Board determines in its reasonable good faith judgment that such Demand Registration or Shelf Takedown would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the holders of a majority of the Registrable Securities initiating such Demand Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses in connection with such registration. The Company may delay a Demand Registration or Shelf Takedown hereunder only once in any period of 12 consecutive months.

(f) Underwritten Offerings. If the holders of the Registrable Securities initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a), Section 2(b), Section 2(c), or Section 2(d), and the Company shall include such information in its notice to the other holders of Registrable Securities. The holders of a majority of the Registrable Securities initially requesting the Demand Registration or Shelf Takedown shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed.

(g) Selection of Securities; Priority. The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown, which consent shall not be unreasonably withheld or delayed. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter advises the Company and the holders of Registrable Securities in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in the Demand Registration or Shelf Takedown exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or would adversely affect the price per share of the Common Stock proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the shares of Common Stock that the holders of Registrable Securities propose to sell, and (ii) second, the shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder.

3. Piggyback Registration.

(a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within ten (10) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree.

(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown exceeds the number of shares of Common Stock which can be sold in such offering and/or would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock and Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

4. Lock-Up Agreement.

Each holder of Registrable Securities agrees that in connection with any registered offering of the Common Stock or other equity securities of the Company, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 90 days in the case of any registration under the Securities Act), (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the Registration Statement for such offering, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.

The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), Section 2(b), Section 2(c), Section 2(d) or Section 3(a), and shall be applicable to the holders of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than 5% of the Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than 5% of the outstanding Common Stock.

5. Registration Procedures.

If and whenever the holders of Registrable Securities request that the offer and sale of any Registrable Securities be registered under the Securities Act or any Registrable Securities be distributed in a Shelf Takedown pursuant to the provisions of this Agreement, the Company shall use its reasonable efforts to effect the registration of the offer and sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable and as applicable:

(a) subject to Section 2(a), Section 2(b), and Section 2(c), prepare and file with the Commission a Registration Statement covering such Registrable Securities and use its reasonable efforts to cause such Registration Statement to be declared effective;

(b) prepare and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than 180 days, or if earlier, until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;

(c) at least five (5) business days before filing such Registration Statement, Prospectus or amendments or supplements thereto with the Commission, furnish to one counsel selected by holders of a majority of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel;

(d) notify each selling holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed with the Commission;

(e) furnish to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(f) use its reasonable efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any selling holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holders; provided, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 5(f);

(g) notify each selling holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event that would cause the Prospectus included in such Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such holder, the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(h) make available for inspection by any selling holder of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statement;

(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;

(j) use its reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed, on a national securities exchange selected by the holders of a majority of such Registrable Securities;

(k) in connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities));

(l) use its reasonable efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act or any successor rule thereto) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-K, 10-Q and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto;

(m) furnish to each selling holder of Registrable Securities and each underwriter, if any, with (i) a written legal opinion of the Company’s outside counsel, dated the closing date of the offering, in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten registered offerings; and (ii) on the date of the applicable Prospectus, on the effective date of any post-effective amendment to the applicable Registration Statement and at the closing of the offering, dated the respective dates of delivery thereof, a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten registered offerings;

(n) without limiting Section 5(f), use its reasonable efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;

(o) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;

(p) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order (a “Suspension Notice”) by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(q) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a “Controlling Person” (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;

(r) cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule 144; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System (the “DTCDRS”);

(s) not later than the effective date of such Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of the DTCDRS;

(t) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent that any prohibition is applicable to the Company, the Company will take all reasonable action to make any such prohibition inapplicable; and

(u) otherwise use its reasonable efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

6. Expenses.

The Company shall pay all expenses (other than Selling Expenses) it incurs in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities, including, without limitation, all (i) registration and filing fees (including, without limitation, any fees relating to filings required to be made with, or the listing of any Registrable Securities on, any securities exchange or over-the-counter trading market on which the Registrable Securities are listed or quoted); (ii) underwriting expenses (other than fees, commissions or discounts); (iii) expenses of any audits incident to or required by any such registration; (iv) fees and expenses of complying with securities and “blue sky” laws (including, without limitation, fees and disbursements of counsel for the Company in connection with “blue sky” qualifications or exemptions of the Registrable Securities); (v) printing expenses; (vi) messenger, telephone and delivery expenses; (vii) fees and expenses of the Company’s counsel and accountants; (viii) Financial Industry Regulatory Authority, Inc. filing fees (if any); and (ix) reasonable fees and expenses of one counsel for the holders of Registrable Securities participating in such registration as a group (selected by, in the case of a registration under Section 2(a), the holders of a majority of the Registrable Securities initially requesting such registration, and, in the case of all other registrations hereunder, the holders of a majority of the Registrable Securities included in the registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties) and the expense of any annual audits. The holders of such Registrable Securities shall bear and pay all Selling Expenses relating to the offer and sale of Registrable Securities registered under the Securities Act pursuant to this Agreement, in proportion to the number of Registrable Securities included in such registration for each such holder.

7. Indemnification.

(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, such holder’s officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of such holder of Registrable Securities and each other Controlling Person, if any, who controls any of the foregoing Persons, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder’s failure to deliver a copy of the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same prior to any written confirmation of the sale of Registrable Securities. This indemnity shall be in addition to any liability the Company may otherwise have.

(b) In connection with any registration in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of Registrable Securities and each Controlling Person who controls any of the foregoing Persons against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such holder; provided, that the obligation to indemnify shall be several, not joint and several, for each holder and shall not exceed an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such holder from the sale of Registrable Securities pursuant to such Registration Statement. This indemnity shall be in addition to any liability the selling holder may otherwise have.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 7, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that, if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Controlling Person of such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party.

(d) If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

8. Participation in Underwritten Registrations.

No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s ownership of its shares of Common Stock to be sold in the offering and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7.

9. Rule 144 Compliance.

With a view to making available to the holders of Registrable Securities the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the Company to the public without registration, the Company shall:

(a) make and keep public information available, as those terms are understood and defined in Rule 144;

(b) use reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such holder may reasonably request in connection with the sale of Registrable Securities without registration.

10. Preservation of Rights.

The Company shall not (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder, or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the holders of Registrable Securities in this Agreement.

11. Termination.

This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Section 6 and Section 7 shall survive any such termination.

12. Notice.

All notices or other communications that is required, contemplated or permitted under this Agreement shall be effected in the manner provided for in Section 12.2 of the Loan Agreement, provided that the term “Lender” shall be “Holder” hereunder.

13. Entire Agreement.

This Agreement, together with the Loan Agreement and any exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Loan Agreement, the terms and conditions of this Agreement shall control.

14. Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of the Holder; provided, that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations under this Agreement. The Holder may assign its rights hereunder to any purchaser or transferee of Registrable Securities; provided, that such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement agreeing to be treated as a Holder whereupon such purchaser or transferee shall have the benefits of, and shall be subject to the restrictions contained in, this Agreement as if such purchaser or transferee was originally included in the definition of a Holder herein and had originally been a party hereto.

15. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement; provided, however, the parties hereto hereby acknowledge that the Persons set forth in Section 7 are express third-party beneficiaries of the obligations of the parties hereto set forth in Section 7.

16. Construction; Interpretation.

The rules of construction and interpretation set forth in Sections 1.2 through 1.4 of the Loan Agreement are by this reference incorporated herein, mutatis mutandis, as if set forth herein in full.

17. Amendment, Modification and Waiver.

The provisions of this Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Company and the holders of a majority of the Registrable Securities. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18. Severability.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

19. Remedies.

Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

20. Governing Law; Submission to Jurisdiction.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of New York, in each case located in the city of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

21. Waiver of Jury Trial.

Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 21.

22. Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law.

23. Further Assurances.

Each of the parties to this Agreement shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and to give effect to the transactions contemplated hereby.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

[Signature Page to Registration Rights Agreement]

Exhibit 10.4

PHOENIXEV EQUITY INTEREST OPTION AGREEMENT

This PHOENIXEV EQUITY INTEREST OPTION AGREEMENT is dated as of June 1, 2026 (this “Agreement”), by and among PHOENIX MOTOR INC., a Delaware corporation (“Optionor”), PHOENIXEV INC., a Delaware corporation (the “Company”), and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (together with its permitted successors and assigns, “Optionee”).

RECITALS

A. Optionor owns or holds one hundred percent (100.0%) of the issued and outstanding Equity Interests in the Company.

B. The Company, directly and indirectly through its wholly owned subsidiary, PhoenixEV Operating LLC, a South Carolina limited liability company (the “Subsidiary”), owns and operates Optionor’s “proterra transit business unit” which is engaged in designing, developing and selling electric transit buses as an original equipment manufacturer for North American public transit agencies, airports, universities and other commercial transit fleets (the “ProTerra Transit Business”). Pursuant to the terms of the 2025 PhoenixEV Asset Purchase Agreement, Phoenix Motors and Phoenix Cars sold, assigned and transferred to PhoenixEV all properties, rights, title, interests and assets primarily used or held for use in connection with the conduct of the ProTerra Transit Business (referred to in the 2023 PTB Asset Purchase Agreement as the “Phoenix Transit Business Unit”), including the “Acquired Assets” (as defined in the 2023 PTB Asset Purchase Agreement).

C. Pursuant to that certain Term Loan, Security and Guaranty Agreement dated of even date herewith (as amended from time to time, the “Loan Agreement”) by and among Optionor, as “Borrower,” the Guarantors a party thereto and Optionee, Optionee has agreed to make the Term Loan to the Optionor, all of the terms and subject to the conditions set forth in the Loan Agreement and the other Loan Documents. Unless otherwise indicated, capitalized terms used herein without definition have the meanings ascribed to them in the Loan Agreement.

D. Pursuant to the Loan Agreement, to induce Optionee to make the Term Loan to Optionor and in partial consideration therefor, Optionor has agreed to grant an option to Optionee to acquire Equity Interests in the Company representing forty-nine percent (49.0%) of the Equity Interests in PhoenixEV calculated on a fully diluted basis as of the Closing (as defined below) (the “PhoenixEV Equity Interests”). For purposes of this Agreement, the term “fully diluted basis” means on a basis that assumes the outstanding Equity Interests in the Company and that each outstanding warrant, option, convertible security or similar instrument exercisable or convertible into Equity Interests in the Company are fully exercised or converted (and the applicable exercise or conversion price paid to the Company) prior to any distribution of any PhoenixEV assets.

E. The execution and delivery of this Agreement is a condition precedent to the making of the Term Loan and the consummation of the other Transactions on the Closing Date.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the Optionee to make the Term Loan to the Borrower pursuant to the Loan Agreement, the parties hereto hereby agree as follows:

SECTION 1.

GRANT OF OPTION

1.1 Grant of Option. Subject to the terms and conditions set forth herein, Optionor hereby grants to Optionee the exclusive, irrevocable right and option (the “Option”) to acquire the PhoenixEV Equity Interests.

1.2 Term. The term of the Option shall commence on the date of this Agreement and shall expire at 5:00 p.m. (Eastern Time) on the fifth (5^th) anniversary of the date of this Agreement (the “Option Term”).

1.3 Exercise Price. The exercise price of the Option shall be equal to $2,250,000 (the “Exercise Price”). The Exercise Price shall be paid at the Closing solely by reducing the initial principal face amount of the Note from $5,000,000 to $2,500,000.

1.4 Exercise Time; Closing.

(a) Optionee may exercise the Option at any time during the Option Term by delivering written notice of such exercise to Optionor and the Company (an “Exercise Notice”). Optionee shall also specify the Closing Date in the Exercise Notice.

(b) The closing of the exercise of the Option (the “Closing”) shall be held on a date specified by Optionee in the Exercise Notice and the Company shall consummate the sale of the PhoenixEV Equity Interest to Optionee on such specified date, provided that, immediately following the date the Exercise Notice is delivered to Optionor and the Company, Optionor and the Company shall fully cooperate with Optionee to execute and deliver the documents described in Section 4 as soon as practicable. The date that the Closing shall occur shall be referred to as the “Closing Date.”

SECTION 2.

REPRESENTATIONS AND WARRANTIES

OF OPTIONOR AND COMPANY

Optionor and the Company hereby jointly and severally represent and warrant to Optionee on the date of this Agreement and on the Closing Date that:

2.1 Power, Authorization; Enforceable Obligations. Each of Optionor and the Company has the corporate power and authority, as applicable, and the legal right, to make, deliver and perform this Agreement. Each of Optionor and the Company has taken all corporate action, as applicable, to authorize the execution, delivery and performance of this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Optionor and the Company. This Agreement constitutes a legal, valid and binding obligation of each of Optionor and the Company, enforceable against each such Person in accordance with its terms.

2.2 Ownership. Optionor is the sole owner of all of the Equity Interests in the Company, including the PhoenixEV Equity Interest, and has good and marketable title to the PhoenixEV Equity Interest, free and clear of all Liens other than Liens in favor of Optionee.

2.3 Authorization; No Contravention. The execution, delivery and performance by Optionor and the Company of this Agreement have been duly authorized by all necessary corporate or other organizational action and do not and will not (a) contravene the terms of any of Optionor or the Company’s organization documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than any Lien pursuant to a Loan Document) under, (i) any Material Contract to which Optionor or the Company is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which Optionor or the Company or its property is subject.

2.4 No Consents. No consent, approval, license, waiver, permit, order or authorization of, or registration, declaration or filing with, or notice to, or permit from, any Governmental Authority or any other Person is required to be obtained or made by Optionor or the Company in connection with the execution, delivery or performance by each of them of this Agreement and the consummation of the transactions contemplated hereby other than those that have been obtained or made prior to the date hereof or that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have an adverse effect on the ability of Optionor or the Company to perform its obligations hereunder.

2.5 Ownership of Assets. At the Closing, the Company will own, or hold legal rights to use, all assets, properties, interests and rights, including all Purchased Intellectual Property and other Acquired Assets (in each case as defined in the 2023 PTB Asset Purchase Agreement), that is necessary or required to own, operate and conduct the ProTerra Transit Business in substantially the same manner as conducted prior to the Closing and as proposed to be conducted after the Closing. At the Closing, no Affiliate of the Company other than the Subsidiary will own, or hold legal rights to use, any such assets, properties, interests or rights.

SECTION 3.

REPRESENTATIONS AND WARRANTIES

OF OPTIONEE

Optionee hereby represents and warrants to Optionor and the Company on the date of this Agreement and on the Closing Date that:

3.1 Power, Authorization; Enforceable Obligations. Optionee has the corporate or limited liability company power and authority, as applicable, and the legal right, to make, deliver and perform this Agreement. Optionee has taken all corporate or limited liability company action, as applicable, to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Optionee and constitutes a legal, valid and binding obligation of Optionee, enforceable against Optionee in accordance with its terms.

3.2 Own Account. The Option is being acquired by Optionee for its own account and without a view to the public distribution or sale of the Option or the PhoenixEV Equity Interests issuable upon exercise of the Option. Optionee has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Option and the PhoenixEV Equity Interests, and Optionee is capable of bearing the economic risks of such investment.

SECTION 4.

CLOSING ACTIONS AND DELIVERIES

At the Closing, Optionor and the Company shall deliver the following to Optionee or otherwise take the following actions:

4.1 Stock Purchase Agreement. Optionor and the Company shall have executed and delivered a Stock Purchase Agreement dated the Closing Date, in form and substance satisfactory to Optionee, pursuant to which Optionee would purchase the PhoenixEV Equity Interests from Optionor, and which Stock Purchase Agreement shall contain representations, warranties, covenants, indemnities, conditions and other terms that are usual and customary for stock acquisition transactions of this nature.

4.2 PhoenixEV Organizational Documents. Optionor and the Company shall have taken any and all actions necessary or appropriate to (a) authorize, adopt, execute and file with the Delaware Secretary of State an amended and restated Certificate of Incorporation, in form and substance satisfactory to Optionee, and (b) authorize, adopt and approve an amended and restated Bylaws of the Company, in form and substance satisfactory to Optionee.

4.3 Amended Note. Optionor shall have delivered a duly executed counterpart to an amended and restated Note in the principal face amount of $2,500,000, in form and substance satisfactory to Optionee as well as consistent in all material respects with the Note.

4.4 Stockholders Agreement. Optionor and the Company shall have delivered to Optionee a stockholders agreement dated the Closing Date, in form and substance satisfactory to Optionee (the “Stockholders Agreement”), which shall set forth the respective rights and obligations of the stockholders of the Company with respect to the corporate governance and affairs of the Company and restrictions on the transfer of Equity Interests of the Company. Without limiting the generality of the foregoing, the Stockholders Agreement shall incorporate, to the extent applicable, the “Proposal” terms contained in the Support Agreements.

4.5 Directors and Officers. Optionor and the Company shall have taken any and all actions necessary or appropriate to elect or appoint individuals designated by Optionee as the duly elected members of the Board of Directors and officers of the Company and the Subsidiary, respectively.

4.6 Additional Documents. Optionor and the Company shall have executed or delivered all such other documents, and taken all such other actions, as Optionee may reasonably request in order to effectuate the intent and purposes of the transactions contemplated by this Agreement, all in form and substance satisfactory to Optionee.

SECTION 5.

CERTAIN COVENANTS

5.1 Conduct of Business Prior to Closing. During the period commencing on the date of this Agreement and ending on the earlier of (a) the Closing and (b) the expiration of the Option, the Company shall, and shall cause its Subsidiary to (except to the extent as expressly provided by this Agreement or to the extent that Optionee shall otherwise grant its prior consent in writing), (i) carry on the Business in the Ordinary Course of Business, (ii) use commercially reasonable efforts to preserve its present organization and relationships with respect to the Business and (iii) use reasonable best efforts to preserve intact the operations, assets, rights, franchises, goodwill and investor relations of the Business. Without limiting the generality of the foregoing, the Company shall not, and Optionor shall not permit the Company to, directly or indirectly, without the prior written consent of Optionee:

(a) sell, transfer, lease, dispose of, grant or otherwise authorize the sale, transfer, lease, disposition, grant of, any of the assets, properties or rights owned or held by the Company or its Subsidiary, whether in one transaction or a series or related transactions; provided, however, that the foregoing shall not prohibit (i) sales of inventory in the Ordinary Course of Business, (ii) dispositions of obsolete or worn-out equipment or assets no longer useful in the conduct of the Business, and (iii) other dispositions having an aggregate fair market value not to exceed $50,000 in any fiscal year;

(b) incur any Indebtedness except for unsecured short-term Indebtedness or trade payables incurred in the Ordinary Course of Business consistent with past practices;

(c) enter into, modify, amend, terminate, consent to any modification, amendment or termination or renew any Material Contract to which the Company or the Subsidiary is a party, except (i) for modifications or amendments in the Ordinary Course of Business or (ii) for renewals in the Ordinary Course of Business, (iii) terminations upon expiration of Material Contracts;

(d) amend any of the Company or any Subsidiary’s organizational documents;

(e) enter into a plan of consolidation, merger, share exchange or reorganization with any Person, effect any split, combination, redemption, purchase, repurchase, recapitalization, reclassification or other change in capitalization, otherwise acquire, directly or indirectly, any equity or voting interest in, the Company, or adopt a plan of complete or partial liquidation of the Company or any Subsidiary;

(f) except in the Ordinary Course of Business, acquire any material assets, properties or rights;

(g) issue any Equity Interests in the Company or any Subsidiary or securities exercisable for or convertible into Equity Interests in the Company or any Subsidiary; and

(h) enter into any arrangement, contract or commitment to do any of the foregoing.

5.2 No Disposition. Optionor shall not sell, assign, transfer, grant or otherwise dispose of the PhoenixEV Equity Interest or any interest therein, and the Company shall not sell, assign, transfer, grant or otherwise dispose of the Equity Interests in the Subsidiary or any interest therein.

5.3 Contribution of Assets. Prior to the Closing, Optionor shall cause all assets, properties and rights, including all Intellectual Property, that are necessary or required to own, operate and conduct the ProTerra Transit Business in substantially the same manner as conducted prior to the Closing and as proposed to be conducted after the Closing to be assigned, contributed or transferred to the Company, free and clear of any Liens other than Liens in favor of Optionee.

5.4 Further Assurances. Each of Optionor and the Company agrees to take, or cause to be taken, at its own cost and expense, all appropriate action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement, including (i) as promptly as practicable obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities as are necessary or advisable for consummation of the transactions contemplated by this Agreement and (ii) to fulfill in full its obligations under Section 4.

SECTION 6.

MISCELLANEOUS

6.1 Notice. All notices or other communications that is required, contemplated or permitted under this Agreement shall be effected in the manner provided for in Section 12.2 of the Loan Agreement, provided that the term “Lender” shall be “Optionee” hereunder.

6.2 Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and written, and all contemporaneous oral, agreements, understandings, undertakings or commitments with respect thereto.

6.3 Successors and Assigns; No Assignment. This Agreement shall inure to the benefit of Optionee and shall be binding upon the Optionor, Company and their respective successors and permitted assigns. Neither Optionor nor the Company may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Optionee. Optionee may freely assign this Agreement or any of its rights or obligations hereunder, in whole or in part, without the consent of Optionor or the Company.

6.4 Amendments. This Agreement may not be amended, supplemented, waived or modified except by a written agreement signed by Optionor and the Company, on the one hand, and Optionee, on the other hand.

6.5 Construction; Interpretation. The rules of construction and interpretation specified in Sections 1.2 through 1.4 of the Loan Agreement shall likewise govern the construction and interpretation of this Agreement.

6.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS REQUIRING APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

6.7 Incorporation by Reference. Section 12.8 (Consent to Jurisdiction and Venue), Section 12.9 (Waiver of Jury Trial) and Section 12.13 (Counterparts) of the Loan Agreement are hereby incorporated by reference, mutatis mutandis, as if set forth herein in full.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first written above.

[Signature Page to PhoenixEV Equity Interest Option Agreement]

Exhibit 10.5

PLEDGE AGREEMENT

This PLEDGE AGREEMENT is dated as of June 1, 2026 (this “Agreement”), by and between the undersigned identified as a “Pledgor” on the signature pages hereto (each a “Pledgor” and collectively the “Pledgors”) and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (together with its permitted successors and assigns, the “Pledgee”).

RECITALS

A. Pursuant to that certain Term Loan, Security and Guaranty Agreement dated of even date herewith (as amended from time to time, the “Loan Agreement”) by and among the Borrower, the Guarantors a party thereto and the Pledgee, the Pledgee has agreed to make the Term Loan to the Borrower, all on the terms and subject to the conditions set forth in the Loan Agreement and the other Loan Documents.

B. The Guarantors are party to the Guaranty set forth in the Loan Agreement pursuant which they jointly and severally guarantied the Guarantied Obligations on the terms and provisions set forth therein.

C. It is a condition precedent to the making of the Term Loan that the Pledgors enter into this Agreement and pledge the Pledged Equity Interests and other Collateral hereunder to secure the payment and performance of the Secured Obligations (as defined in the Loan Agreement).

D. The Pledgors will collectively derive substantial direct and indirect benefits from the making of the extension of credit under the Loan Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the Pledgee to make the Term Loan to the Borrower pursuant to the Loan Agreement, the parties hereto hereby agree as follows:

SECTION 1.

DEFINED TERMS.

1.1 Definitions.

(a) Unless otherwise defined herein, capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement. Any term used herein without definition herein or in the Loan Agreement that is defined in the UCC has the meaning given to it in the UCC.

(b) The following terms shall have the following meanings:

“Collateral”: (i) the Pledged Equity Interests; (ii) any and all replacements, products and Proceeds of, and dividends, distributions in property, securities, returns of capital or other distributions made on or with respect to, any of the foregoing; (iii) all rights (including any management, voting and governance rights), claims, powers and privileges of the Pledgors with respect to the foregoing; and (iv) all books and records relating to any of the foregoing.

“Discharge of Obligations”: the payment in full in cash of all the Secured Obligations (in each case excluding inchoate indemnity obligations).

“Issuers”: means the entities listed on Schedule 1 hereto as “Issuers.”

“Pledged Equity Interests”: means all issued and outstanding Equity Interests of the Issuers owned or held of record or beneficially by the applicable Pledgor from time to time, including the Equity Interests listed on Schedule 1 hereto (and the certificates, if any, representing such Equity Interests), and all additional Equity Interests of the Issuers hereafter acquired by any Pledgor in any manner.

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the UCC and, in any event, shall include all dividends or other income from any Pledged Equity Interests constituting Collateral and all collections thereon or distributions or payments with respect thereto.

1.2 Other Definitional Provisions. The rules of interpretation set forth in Sections 1.2 through 1.4 of the Loan Agreement are by this reference incorporated herein, mutatis mutandis, as if set forth herein in full.

SECTION 2.

GRANT OF SECURITY INTEREST

2.1 Grant of Security Interests. To secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby pledges to the Pledgee, and grants a first priority and exclusive security interest and Lien in favor of the Pledgee in and to, all right, title and interest in, to and under the Collateral, wherever located, whether now owned or hereafter acquired or arising.

SECTION 3.

REPRESENTATIONS AND WARRANTIES

To induce the Pledgee to enter into the Loan Agreement and to fund the Term Loan to the Borrower on the Closing Date, the Pledgors hereby jointly and severally represent and warrant to the Pledgee that:

3.1 Title; No Other Liens. Each Pledgor is the sole owner of each item of the Collateral that it purports to own, free and clear of any and all Liens and other claims of others other than the Liens in favor of Pledgee. No financing statement or other instrument similar in effect covering all or any part of the Collateral or listing such Pledgor as debtor is on file in any recording office, except those that have been filed in favor of the Pledgee or as otherwise permitted under the Loan Agreement.

3.2 Perfection.

(a) As of the date of this Agreement, no original certificates representing or evidencing any Collateral exist.

(b) This Agreement is effective to create in favor of the Pledgee a legal, valid and enforceable security interest in the Collateral and the proceeds thereof.

(c) All financing statements, agreements, instruments and other documents necessary to perfect the pledge, security interest and Lien granted by each Pledgor to the Pledgee in respect of the Collateral have been delivered to the Pledgee in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral.

3.3 Pledgor Information. Each Pledgor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of Pledgor’s chief executive office or sole place of business are specified on Schedule 2. Schedule 2 also lists the Pledgor’s jurisdiction and type of organization and legal name at any time during the four months preceding the date hereof, if different from those in the preceding sentence.

3.4 Pledged Equity Interests. Schedule 1 sets forth a complete and accurate list of all Pledged Equity Interests held by the Pledgors on the date hereof. (a) All of the Pledged Equity Interests held by the Pledgors have been duly and validly issued, and are fully paid and non-assessable, (b) the Pledgors are the legal record and beneficial owner thereof, respectively, (c) there are no restrictions on the transferability of such Pledged Equity Interests to the Pledgee or with respect to the foreclosure, transfer or disposition thereof by the Pledgee, except as provided under applicable securities or “Blue Sky” laws and (d) the Pledged Equity Interests pledged by the Pledgors constitute all of the issued and outstanding shares of Equity Interests of the Issuer, respectively. The Pledged Equity Interests constitute “securities” for purposes of the UCC of the jurisdiction in which the Issuer is organized.

3.5 Power, Authorization; Enforceable Obligations. Each Pledgor has the corporate, limited liability company, other entity or individual power and authority, and the legal right, to make, deliver and perform this Agreement. Each Pledgor has taken all necessary corporate, limited liability company, limited partnership or other entity action, to the extent applicable, to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered on behalf of each Pledgor. This Agreement constitutes a legal, valid and binding obligation of each Pledgor, enforceable against each such Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

SECTION 4.

COVENANTS

Each Pledgor covenants and agrees with the Pledgee that, from and after the date of this Agreement until the Discharge of Obligations:

4.1 Delivery of the Collateral. Subject to the last sentence of this Section 4.1, the Pledgors shall cause (x) any certificates that come into existence after the date of this Agreement representing or evidencing any Collateral to promptly (and in no event later than ten (10) after such certificates come into existence, unless otherwise consented to by Pledgee in writing in its sole discretion) be delivered to the Pledgee in suitable form for transfer by delivery or accompanied by duly executed undated instruments of transfer or assignment in blank in order to provide to the Pledgee, following receipt by the Pledgee thereof, a perfected first priority security interest and Lien therein. Notwithstanding the foregoing or anything else to the contrary, the Pledgors shall not permit any Issuer to issue any certificates that would represent or evidence any Collateral without providing prior written notice to the Pledgee of the same and obtaining the prior written approval of the Pledgee, which approval may be given or withheld in the Pledgee’s sole discretion.

4.2 Maintenance of Perfected Security Interest; Further Documentation. The Pledgors shall maintain the security interests of the Pledgee created by this Agreement as perfected security interests having at least the priority described in Section 3.2. Each Pledgor shall defend the right, title and interest of the Pledgee in and to the Collateral against the claims and demands of all Persons whomsoever, including notification of the Pledgee’s interest in Collateral at Pledgee’s reasonable request.

4.3 No Other Liens. No Pledgor shall grant or suffer to exist any Lien in the Collateral securing debt for borrowed money without the written consent of the Pledgee.

4.4 Further Assurances. Each Pledgor shall take such further actions, and execute and/or deliver to the Pledgee such additional financing statements, amendments, assignments, agreements, supplements, membership certificates, membership powers, stock certificates, stock powers and instruments, and will obtain such governmental consents and corporate approvals and will cause to be done all such other things, as the Pledgee may in its judgment deem necessary or appropriate in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted in this Agreement as provided herein and the rights and interests granted to the Pledgee hereunder, and enable the Pledgee to exercise and enforce its rights, powers and remedies hereunder with respect to any Collateral, including the filing of any financing statements, continuation statements and other documents under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby, all in form and substance satisfactory to the Pledgee and in such offices wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Pledgee hereunder, as against third parties, with respect to the Collateral. With respect to all Collateral of the Pledgors over which the Pledgee may obtain “control” within the meaning of section 8-106 of the UCC, the Pledgors shall take all actions as may be requested from time to time by the Pledgee so that control of such Collateral is obtained and at all times held by the Pledgee. Without limiting the generality of the foregoing, but subject to applicable law, the Pledgors shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Pledgee from time to time upon request by the Pledgee such lists, schedules, descriptions and designations of the Collateral, statements, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Pledgee shall reasonably request. If an Event of Default has occurred and is continuing, the Pledgee may institute and maintain, in its own name or in the name of Pledgor, such suits and proceedings as the Pledgee may deem necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgor.

SECTION 5.

EXISTING VOTING RIGHTS AND DISTRIBUTIONS

Each Pledgor covenants and agrees with the Pledgee that, from and after the date of this Agreement until the Discharge of Obligations:

5.1 Existing Voting Rights and Distributions.

(a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity Interests or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement or any other Loan Document; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could impair the Collateral or which could be inconsistent with or result in any violation of any provision of the Loan Agreement, this Agreement or any other Loan Document.

(ii) Each Pledgor shall be entitled to receive and retain, free and clear of the Lien hereof, any and all distributions, if and to the extent made in accordance with the provisions of the Loan Agreement; provided, however, that any and all (A) non-cash distributions paid, received or otherwise distributed in respect of, or in exchange for, any Pledged Equity Interests, (B) cash distributions paid in respect of any Pledged Equity Interests in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Pledged Equity Interests, shall be immediately delivered to the Pledgee to hold as Collateral and shall, if received by Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgors and be immediately delivered to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).

(b) The Pledgee shall be deemed without further action to have granted to the Pledgors all necessary consents relating to voting rights and shall, if necessary, upon written request of the Pledgors and at the sole cost and expense of the Pledgor, from time to time execute and deliver (or cause to be executed and delivered) to the Pledgors all such instruments as Pledgor may reasonably request in order to permit Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.1(a)(i) and to receive the distributions which it is authorized to receive and retain pursuant to Section 5.1(a)(ii).

(c) Immediately and automatically upon the occurrence of any Event of Default:

(i) All rights of the Pledgors to exercise the voting and other consensual rights they would otherwise be entitled to exercise pursuant to Section 5.1(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the Pledgee, and the Pledgee shall have the sole right to exercise such voting and other rights. The Pledgors hereby acknowledge and agree that upon the occurrence of an Event of Default, the Pledgee shall have the right to take any further corporate action, including any registration of Pledged Equity Interests on the books and records of the Issuer which registration shall not be a condition to any such action or to exercise the voting rights to replace the board of directors or similar governing body of the Issuer with independent directors or members selected by the Pledgee, notwithstanding any provision in the Issuer’s organizational documents. Each of the Pledgors acknowledges that: (i) it understands the seriousness of the provisions of this Agreement; (ii) it has had a full opportunity to consult with counsel of its choice; and (iii) it has consulted with counsel of its choice or has decided not to avail itself of that opportunity.

(ii) All rights of the Pledgors to receive distributions which they would otherwise be authorized to receive and retain pursuant to Section 5.1(a) shall immediately cease and all such rights shall thereupon become vested in the Pledgee, which shall have the sole right to receive and hold such distributions as Collateral.

5.2 Consent of Pledgors. The Pledgors hereby (i) consent, upon the occurrence and during the continuance of an Event of Default, to the automatic transfer of the voting rights appurtenant to the Pledged Equity Interests to the Pledgee or its nominee and to the substitution of the Pledgee or its nominee as a substituted member in such limited liability company for purposes of exercising such voting rights and (ii) irrevocably waive any and all provisions of the applicable organizational documents that conflict with the terms of this Agreement or prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of the Pledged Equity Interests or any enforcement action which may be taken in respect of any such Lien.

SECTION 6.

REMEDIES

6.1 Remedies.

(a) If any Event of Default shall have occurred and be continuing, the Pledgee may exercise, in addition to the other rights and remedies provided for herein or in any other Loan Document or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and also may:

(i) (A) exercise any voting rights relating to the Collateral (whether or not the same shall have been transferred into its name or the name of its nominee) for any lawful purpose, including for the liquidation of the assets of the Issuer, a change in the governing body of the Issuer and the amendment or modification of the organizational documents of the Issuer, (B) give all consents, waivers, approvals, and ratifications in respect of such Collateral, (C) receive all amounts payable in respect of the Collateral otherwise payable under Section 5.1(a) to the Pledgor, (D) exercise any and all rights and remedies of the Pledgors under or in connection with the Collateral, and (E) otherwise act with respect to the Collateral as though it were the outright owner thereof (the Pledgors hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of the Pledgors, with full power and authority of substitution, to do so);

(ii) demand, sue for, collect, compromise, or settle any rights or claims in respect of any Collateral, as attorney-in-fact pursuant to Section 6.7 or otherwise/as the Pledgee deems suitable;

(iii) without demand for performance by the Pledgors, sell, resell, assign and deliver or grant a license to use or otherwise dispose of the Collateral or any part thereof, in one or more parcels at public or private sale, at any of the Pledgee’s offices or elsewhere, for cash, in exchange for the Secured Obligations or any portion thereof, on credit or for future delivery, and upon such other terms as the Pledgee may deem commercially reasonable;

(iv) cause all or any part of the Collateral held by it to be transferred into its name or the name of its nominee;

(v) without notice to the Pledgors except as required by law and at any time or from time to time, charge, set off and otherwise apply all or part of the Secured Obligations against any funds deposited with it or held by it;

(vi) require the Pledgors to, and each Pledgor hereby agrees that it shall at its expense and promptly upon request of the Pledgee forthwith, assemble all or part of the Collateral as directed by the Pledgee and make it available to the Pledgee at a place to be designated by the Pledgee that is reasonably convenient to both parties;

(vii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process; and/or

(viii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Pledgee deems appropriate.

(b) The Pledgee is authorized, in connection with any sale of the Collateral pursuant to this Section 6.1, to deliver or otherwise disclose to any prospective purchaser of the Collateral: (i) any registration statement or prospectus, and all supplements and amendments thereto, prepared pursuant to Section 6.3; (ii) any information and projections provided to it pursuant to Section 6.3, and (iii) any other information in its possession relating to such Collateral.

6.2 Sale of Pledged Collateral. In the event of any sale or other disposition of the Collateral as provided in Section 6, unless the Collateral is perishable or threatens to decline speedily in value, each of the Pledgors hereby acknowledges that ten (10) days’ prior notice of such sale or other disposition shall be reasonable notice to the extent notice is required by law and cannot be waived. The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Pledgee may enforce its rights hereunder without any other notice and without any other action now or hereafter required by law, regulation, judicial order or decree or otherwise (all of which are hereby expressly waived by Pledgor, to the fullest extent permitted by law). The Pledgee may buy any part or all of the Collateral at any public sale or private (to the extent the portion of Collateral being privately sold is of a type customarily sold or otherwise disposed of in a recognized market or is of a type which is the subject of widely-distributed standard price quotations), and in each case may make payments thereof by any means. At any sale of the Collateral, if permitted by applicable law, the Pledgee or any of its Affiliates be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. Pledgor hereby waives and releases to the fullest extent permitted by law any right, claims or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights and claims, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. The Pledgee shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action with regard thereto. The Pledgee shall not be obligated to clean-up or otherwise prepare the Collateral for sale. Pledgor agrees that it would not be commercially unreasonable for the Pledgee to dispose of the Collateral or any portion thereof by utilizing internet sites that provide for the auction of assets of the type included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets.

6.3 Registration of Equity Interests. If the Pledgee elects to exercise its right to sell any or all Collateral pursuant to Section 6, and if in the opinion of the Pledgee it is necessary or advisable to have the Collateral (or the portion to be sold) registered under the provisions of the Securities Act, the Pledgors will, at any time and from time to time upon the written request of the Pledgee, use its commercially reasonable efforts to take or cause the Issuer to take such action, and prepare, distribute and file such documents, as are necessary or advisable in the reasonable opinion of counsel for the Pledgee to permit the public sale of such Collateral including to (a) execute and deliver, and cause the directors and officers of the Issuer to execute and deliver, all such instruments, agreements and documents, and do or cause to be done all such other acts as may be, in the opinion of the Pledgee, necessary or advisable to register and sell such Collateral in compliance with the Securities Act, (ii) use its commercially reasonable efforts to cause the related registration statement to become and remain effective for a period of one year from the date of the first public offering of such Collateral, and (b) make all amendments thereto and/or to the related prospectus which, in the opinion of the Pledgee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto or in the opinion of any underwriters selected by the Pledgee to effectuate such purchase. Pledgor further agrees to indemnify, defend and hold harmless the Pledgee, any underwriter and their respective directors, officers, affiliates and controlling Persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses of legal counsel to the Pledgee), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to Pledgor or the Issuer by the Pledgee expressly for use therein. Pledgor further agrees, upon written request, to use its commercially reasonable efforts to qualify, file or register, or cause the Issuer to (i) qualify, file or register, any of the Collateral under the “Blue Sky” or other securities laws of such states as may be requested by the Pledgee and keep effective all such qualifications, filings or registrations and (ii) to promptly make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act. Pledgor will bear all costs and expenses of carrying out its obligations under this Section.

6.4 Private Sales. Each Pledgor recognizes that, if the Pledgee shall determine to exercise its rights to sell any or all of the Pledged Equity Interests pursuant to Section 6, the Pledgee may be unable to effect a public sale or other disposition of the Collateral due to the lack of a ready market for the Collateral, a limited number of potential buyers of the Collateral or certain prohibitions contained in the Securities Act, state securities laws, and other applicable laws, and that the Pledgee may be compelled to resort to one or more private sales or other dispositions thereof to a restricted group of purchasers. Each Pledgor agrees that such private sales or other dispositions may be at prices and other terms less favorable to the seller than if sold at public sales or other dispositions and that such private sales or other dispositions shall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. The Pledgee shall be under no obligation hereunder or otherwise (except as provided by applicable law) to delay a sale or other disposition of any of the Collateral for the period of time necessary to permit the registration of such securities for public sale or other public disposition under the Securities Act and applicable state securities laws. The Pledgee shall incur no liability as a result of the sale or other disposition of any of the Collateral, or any part thereof, at any private sale which complies with the requirements of this Section 6. Pledgor hereby waives, to the extent permitted by applicable law, any claims against the Pledgee arising by reason of the fact that the price at which any of the Collateral, or any part thereof, may have been sold or otherwise disposed of at such private sale was less than the price that might have been obtained at a public sale or other public disposition, even if the Pledgee accepts the first offer deemed by the Pledgee on good faith to be commercially reasonable under the circumstances and does not offer any of the Collateral to more than one offeree.

6.5 No Waiver and Cumulative Remedies. No failure on the part of the Pledgee to exercise, no course of dealing with respect to, and no delay on the part of the Pledgee in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy; nor shall the Pledgee be required to look first to, enforce or exhaust any other security, collateral or guaranties. The Pledgee shall not by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

6.6 Application of Proceeds. Upon the exercise by the Pledgee of its remedies hereunder, any proceeds received by the Pledgee in respect of any realization upon any Collateral shall be applied in accordance with the Loan Agreement. Each Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by the Pledgee to collect such deficiency.

6.7 Pledgee’s Appointment as Attorney-in-Fact, etc.

(a) Each Pledgor hereby irrevocably constitutes and appoints the Pledgee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority until the Discharge of Obligations or release of the Pledgors in accordance with the Loan Documents in the place and stead of the Pledgors and in the name of each such Pledgor or in its own name, for the purpose of carrying out the terms of this Agreement, upon the occurrence and during the continuation of an Event of Default, with respect to which the Pledgee is permitted to exercise remedies pursuant to Section 10 of the Loan Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, upon the occurrence and during the continuation of an Event of Default.

(b) To the fullest extent permitted by applicable law, each Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue, and in accordance with the terms, hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

6.8 PROXY. EACH PLEDGOR HEREBY IRREVOCABLY (SOLELY UNTIL PAYMENT IN FULL OF THE OBLIGATIONS (OTHER THAN CONTINGENT INDEMNIFICATION OBLIGATIONS) AND THE TERMINATION OF THE COMMITMENTS (OR ANY REFINANCING THEREOF)) CONSTITUTES AND APPOINTS THE PLEDGEE AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.7 ABOVE AND SUBJECT TO THE TERMS OF THIS AGREEMENT) WITH RESPECT TO THE PLEDGED EQUITY INTERESTS, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED EQUITY INTERESTS, WITH FULL POWER OF SUBSTITUTION TO DO SO, WHICH SHALL BE EXERCISABLE UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, WITH RESPECT TO WHICH THE PLEDGEE IS PERMITTED TO EXERCISE REMEDIES PURSUANT TO SECTION 10 OF THE LOAN AGREEMENT WITHOUT ANY FURTHER ACTION OR NOTICE. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, WITH RESPECT TO WHICH THE PLEDGEE IS PERMITTED TO EXERCISE REMEDIES PURSUANT TO SECTION 10 OF THE LOAN AGREEMENT, IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED EQUITY INTERESTS, THE APPOINTMENT OF THE PLEDGEE AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED EQUITY INTERESTS WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, WITH RESPECT TO WHICH THE PLEDGEE IS PERMITTED TO EXERCISE REMEDIES PURSUANT TO SECTION 10 OF THE LOAN AGREEMENT, SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED EQUITY INTERESTS ON THE RECORD BOOKS OF THE ISSUER) BY ANY PERSON (INCLUDING THE ISSUER OR ANY OFFICER OR AGENT THEREOF). THIS PROXY IS EXPRESSLY INTENDED TO BE VALID FOR MORE THAN SIX MONTHS FROM THE DATE HEREOF.

6.9 Authorization to File Financing Statements. Pursuant to any applicable law, and prior to the payment in full of the Secured Obligations, each Pledgor authorizes the Pledgee, to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral or without the signature of the Pledgors in such form and in such offices as the Pledgee determines appropriate to perfect the security interests of the Pledgee under this Agreement. Each Pledgor hereby ratifies and authorizes the filing by the Pledgee of any financing statement with respect to the Collateral made prior to the date hereof.

6.10 Marshaling. The Pledgee shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Pledgor hereby irrevocably agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Pledgee’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each of the Pledgors hereby irrevocably waives the benefits of all such laws.

SECTION 7.

MISCELLANEOUS

7.1 Notices. All notices, requests and demands to or upon the parties hereto hereunder shall be effected in the manner provided for in Section 12.2 of the Loan Agreement, provided that the term “Lender” under the Loan Agreement shall be “Pledgee” hereunder.

7.3 No Waiver by Course of Conduct; Cumulative Remedies. The Pledgee shall not by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default, as applicable. No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Pledgee of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Pledgee would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

7.4 Incorporation by Reference. Section 12.1 (Severability), Section 12.3 (Entire Agreement; Amendments), Section 12.6 (Successor and Assigns), Section 12.8 (Consent to Jurisdiction and Venue), Section 12.9 (Waiver of Jury Trial) and Section 12.13 (Counterparts) are hereby incorporated by reference, mutatis mutandis, as if set forth herein in full.

7.5 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS REQUIRING APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

7.6 Acknowledgements. Each Pledgor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) the Pledgee does not have any fiduciary relationship with or duty to the Pledgors arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Pledgors, on the one hand, and the Pledgee, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Pledgors and the Pledgee.

7.7 Releases. Upon the Discharge of Obligations, the Pledgee shall reasonably cooperate with the Pledgor to release the Liens in favor of the Pledgee created hereby and terminate this Agreement with respect to the Pledgee. Following such termination, the Pledgee, at the sole expense of the Pledgors, shall deliver to the Pledgors any original possessory collateral held by the Pledgee hereunder. At the sole expense of any Pledgor following any such termination, the Pledgee shall deliver such documents as such Pledgor shall reasonably request to evidence such termination.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first written above.

[Signature Page to Pledge Agreement]

ISSUERS’ ACKNOWLEDGMENT

The undersigned hereby irrevocably and unconditionally (a) acknowledge receipt of the Pledge Agreement (as amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Pledge Agreement), dated as of the date of the Pledge Agreement made by and among the foregoing Pledgors and foregoing pledgee (in such capacity and together with any successors and assigns in such capacity, the “Pledgee”), (b) agree promptly to note on its books the security interests granted to the Pledgee and confirmed under the Pledge Agreement, (c) agree that it will comply with instructions of the Pledgee with respect to the applicable Pledged Equity Interests without further consent by any Pledgor or other Person and notwithstanding contrary instructions given by any Pledgor or such Person, (d) agree to notify the Pledgee upon obtaining knowledge of any interest in favor of any Person in the applicable Pledged Equity Interests that is adverse to the interest of the Pledgee therein, (e) agree, following their receipt of a notice from the Pledgee stating that the Pledgee is exercising exclusive control of the Pledged Equity Interests, not to comply with any instructions or orders regarding any or all of the Pledged Equity Interests originated by any Pledgor or other Person other than the Pledgee (and its successors and assigns) or a court of competent jurisdiction and (f) waive any right or requirement at any time hereafter to receive a copy of the P]edge Agreement in connection with the registration of any Pledged Equity Interests thereunder in the name of the P]edgee or its nominee or the exercise of voting rights by the Pledgee or its nominee.

Exhibit 10.6

AMENDMENT TO

ASSET PURCHASE AGREEMENT

THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is dated as of June 1, 2026, but effective as of December 31, 2025 (the “Effective Date”) by and among PHOENIX MOTOR, INC, a Delaware corporation (“Holdco”), PHOENIX CARS LLC., a Delaware limited liability company (“Opco” and together with Holdco, “Sellers” and each a “Seller”), and PHOENIXEV INC., a Delaware corporation (“Purchaser”).

RECITALS

A. Sellers and Purchaser are parties to that certain Asset Purchase Agreement dated as of the Effective Date (the “Purchase Agreement”), pursuant to which, among other things, Sellers sold, assigned and transferred the Acquired Assets to Purchaser on the terms and subject to the conditions set forth therein. Unless otherwise indicated, capitalized terms used but not defined herein have the respective meanings assigned to them in the Purchase Agreement.

B. As a condition to, and in connection with, the consummation of the transactions contemplated by that certain Term Loan, Security and Guaranty Agreement dated as of June 1, 2026, by and between Phoenix Motor Inc., a Delaware corporation, as “Borrower,” and the “Lender” named therein, the parties hereto wish to amend the Purchase Agreement effective on and as of the Effective Date, as provided herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree pursuant to Section 12.4(a) of the Purchase Agreement as follows:

ARTICLE I.

AMENDMENTS TO PURCHASE AGREEMENT

Section 1.1. Section 1.1 (Certain Definitions) of the Purchase Agreement.

(a) Clause (v) of the definition of “Assumed Liabilities” set forth in Section 1.1 of the Purchase Agreement is hereby amended in its entirety to read as follows:

“(v) any Warranty Liability Claim, SOLELY TO THE EXTENT ARISING FROM EXPRESS WRITTEN WARRANTIES ISSUED BY PURCHASER (OR ITS AFFILIATES) AFTER THE CLOSING DATE AND ONLY WITH RESPECT TO PRODUCTS SOLD BY PURCHASER (OR ITS AFFILIATES) AFTER THE CLOSING DATE;”

(b) The definition of “Excluded Liabilities” set forth in Section 1.1 of the Purchase Agreement is hereby amended by (i) removing the word “and” at the end of clause (viii), (ii) replacing the period (“.”) at the end of clause (ix) with “; and” and inserting the following new clauses at the end of such definition:

“(x) the Acquired Assets and the Acquired Business, with respect to all Liabilities, to the extent arising out of facts, circumstances or events first occurring prior to the Effective Time;

(xi) any Product Liability Claim arising from any sale to the extent arising out of facts, circumstances or events first occurring prior to the Closing Date;

(xii) any Warranty Liability Claim (or other warranty claim), TO THE EXTENT ARISING OUT OF WARRANTIES, WHETHER EXPRESS OR IMPLIED, NOT ISSUED BY PURCHASER (OR ANY OF ITS AFFILIATES) OR IN RESPECT OF PRODUCTS NOT SOLD BY PURCHASER (OR ANY OF ITS AFFILIATES); and

(xiii) all Liabilities related to (x) COBRA continuation coverage for Transferred Employees and their applicable dependents arising prior to or on the Closing Date.”

(c) Section 1.1 of the Purchase Agreement is hereby amended by inserting the following new definition in such Section in alphanumerical order:

“Warranty Liability Claim” means any claim, demand, action, cause of action, suit, arbitration, audit, investigation, proceeding or liability arising out of or otherwise relating to in any way or in respect of any product recall or representation, warranty, agreement or guaranty, including any warranty claim, guaranty claim, refund, return, rebate, property damage, defective material claim and/or any other similar claim (including with respect to improper performance, malfunctioning, improper design or manufacture or other defect), or any other similar claim or cause of action, whether such claim or cause of action is known or unknown or asserted or unasserted, with respect to, any product sold, supplied, marketed, stored, delivered, distributed or transported by or with respect to the Proterra Transit Business, whether before or after December 31, 2025.”

(d) Section 12.16 (No Liability; Release) of the Purchase Agreement is hereby amended by (i) replacing the title of such Section in its entirety with “No Liability for Representatives; Seller Indemnification” and (ii) deleting clauses (b), (c) and (d) of such Section (including the capitalized terms defined in such clauses) in their entirety and replacing them with the following new clauses (b), (c) and (d):

“(b) Notwithstanding anything to the contrary, Sellers shall, jointly and severally, indemnify, defend and hold harmless Purchaser and each of its subsidiaries, officers, directors, managers, employees, members, advisors, attorneys, representatives successors and assigns (together with Purchaser, the “Indemnified Parties”) from and against any and all liabilities, losses, damages, claims (including Third Party Claims (as defined below)), deficiencies, costs and expenses (including reasonable attorneys’ fees and other costs and expenses incident to any suit, action or proceeding) incurred or sustained by, or imposed upon, any Indemnified Party based upon, arising out of, with respect to or by reason of:

“(i) any inaccuracy in or breach of any of the representations or warranties of any Seller contained in this Agreement;

(ii) any breach or non-fulfillment of any covenant, agreement or obligation pursuant to this Agreement that by its terms is to be performed by any Seller after the Closing Date; and

(iii) any Excluded Liability.”

(c) Whenever a claim for indemnification shall arise for which an Indemnified Party shall be entitled to indemnification hereunder, the Indemnified Party shall notify the other party promptly upon becoming aware of such claim, and in any event within such shorter period as may be necessary for the Indemnifying Party to take appropriate action to resist such claim, provided that the failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that the Indemnifying Party shall have been materially prejudiced in its ability to defend such claim. The notice provided by the Indemnified Party shall specify in reasonable detail the relevant facts known to the Indemnified Party giving rise to such claim for indemnity.

“(d) In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any action by a person or entity who is not a party to this Agreement (a “Third Party Claim”), the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, as the case may be, may, upon the written consent of the Indemnified Party, assume the defense of any such action with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of any such action, the Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such action or does not reasonably pursue the defense of any such action, the Indemnified Party may, but shall not be obligated to, defend against such action in such manner as it may deem appropriate, including settling such action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).”

ARTICLE II.

MISCELLANEOUS

Section 2.1. Full Force and Effect. This Amendment shall amend the Purchase Agreement on and as of the Effective Date, and the Purchase Agreement shall remain in full force and effect, as amended hereby, from and after the Effective Date in accordance with its terms.

Section 2.2. Entire Agreement. This Amendment constitutes the entire understanding and agreement with respect to the amendments to the Purchase Agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

Section 2.3. Counterparts. This Amendment may be executed by facsimile or electronic mail transmission and/or in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 2.4. Governing Law. Section 12.2 (Governing Law) of the Purchase Agreement shall apply to this Amendment mutatis mutandis.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered on and as of the Effective Date,

Exhibit 10.7

SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and General Release (“Agreement”) is entered into as of this 4th day of May 2026 between and among (a) PHOENIX MOTOR INC., a Delaware corporation (the “Company”), PHOENIX CARS, LLC, a Delaware limited liability company (“PCL”), PHOENIX MOTORCARS LEASING, LLC, a California limited liability company (“PML”), EDISON FUTURE INTERNATIONAL CO., LTD., a Hong Kong corporation (“Edison”), XIAOFENG DENTON PENG (“Peng”) and J.J. ASTOR & CO., a Utah corporation (the “Lender”). PCL, PML, and Edison are subsidiaries of the Company. The Company, PCL, PML, Edison and Peng are sometimes collectively referred to as the “Loan Parties.” Each of the Loan Parties and the Lender are sometimes referred to in this Agreement individually as a “party,” or collectively as the “parties.”

I. RECITALS

AGREEMENT

NOW THEREFORE, in consideration of the promises contained herein, and for good and valuable consideration, the parties agree as follows:

1. Incorporation of Recitals. The Recitals set forth in the introductory paragraphs of this Agreement are fully incorporated herein by this reference, as if set forth in their entirety.

2. Non-Admission of Liability. This Agreement shall not be deemed or construed as an admission of liability or wrongdoing by any party in any manner and shall not be used as evidence or precedent in any other proceeding.

3. Cash Payment to Lender. On or before Monday June 1, 2026, the Company shall pay or cause to be paid in cash to the Lender by wire transfer of immediately available funds to the bank account set forth below the sum of Three Million Eight Hundred Thousand Dollars ($3,800,000) (the “Cash Payment”). For the avoidance of doubt, the Cash Payment shall not be deemed received by the Lender until the wire transfer has been confirmed as received in the Lender’s account. And the mere initiation of a wire transfer by or on behalf of the Company shall not constitute payment hereunder.

Beneficiary Bank Name: Continental Bank

Beneficiary Bank Address: 15 W. South Temple, STE 300

Salt Lake City, UT 84101

Wire Routing Number: 124003077

Beneficiary Account Name: J.J Astor & Co.

Beneficiary Account Address: 26 Rio Grande St. #2072

Salt Lake City, UT 84101

Beneficiary Account Number: 19005545

4. Transfer of Ownership of Subject Buses. Pursuant to the bill of sale dated May 30, 2026 in the form annexed hereto as Exhibit A and made a part hereof (the “Bill of Sale”) the Lender shall, on or before June 1, 2026 select four (4) electric buses for purchase under this Agreement that Lender has been advised are available for immediate resale and operation in accordance with the Loan Parties representations that are set for in Section 7(a)(ii) below (collectively the “Subject Buses”). Once the Subject Buses have been selected by the Lender, the Lender is hereby authorized to fill in the applicable VIN or certificates of origin numbers, as applicable, on the Bill of Sale. For the avoidance of doubt, the Lender’s selection of the Subject Buses shall not constitute a waiver of the Loan Parties’ representations set forth in Section 7(a)(ii) of this Agreement. In addition, the Lender shall cause the Subject Buses to be physically delivered to a warehouse location to be designated by Lender and within a 75-mile radius of the Greenville, South Carolina current location (the “Storage Facility”).

The Loan Parties shall be responsible to pay for all reasonable, documented costs of transportation of the Subject Buses to and from the Storage Facility, and for payment of any rent or other occupancy charges, insurance or other reasonable expenses in connection with transportation and storage of the Subject Buses owed to the owner or operator of the Storage Facility, and shall keep such obligations current so that the Subject Buses are not subject to any lien, levy, lockout, or seizure by such owner or operator.

5. Settlement Closing. The “Settlement Closing” shall be deemed to have occurred only upon the satisfaction of each of the following conditions: (a) the Lender’s confirmed receipt of the Cash Payment in the Lender’s account in immediately available, irrevocable funds in accordance with Section 3, and (b) the Lender’s receipt of the executed Bill of Sale in accordance with Section 4. As provided in the Payoff Letter Agreement, all of the Lender’s rights, remedies, claims, liens, and security interests under the Transaction Documents, including without limitation all UCC filings, the DACA, the Subsidiary Guarantees, the Security Agreement, and all other collateral documents, shall be immediately terminated and released and the Loan Parties shall then be authorized to file any UCC Filings terminating such liens on the collateral. For the avoidance of doubt, nothing in this Agreement shall be construed as a release, termination, or subordination of any of the Lender’s liens or security interests until the Settlement Closing has occurred.

6. Repurchase Obligation.

(a) The Loan Parties shall have the obligation (the “Repurchase Obligation”) to repurchase the Subject Buses from the Lender at any time on or before a date which shall be 90 days from the Settlement Closing (the “Repurchase Date”) in consideration for the payment of Eight Hundred Seventy Thousand Dollars ($870,000) plus the cost of transportation, storage, insurance and other reasonable costs not previously paid by the Loan Parties (the “Repurchase Price”), Such Repurchase Price shall be payable in cash by wire transfer of immediately available funds to the bank account set forth in Section 3 above. Upon the Loan Parties’ fulfilling the Repurchase Obligation, as provided in Section 6(a), Lender shall reconvey ownership of and all right, title and interest in and to Subject Buses to the Company by delivering to the Company a bill of sale and titles to the Subject Buses via same day or next air day delivery.

(b) In the event for any reason or no reason the Loan Parties fail or refuse by the expiration of the Repurchase Date to fulfill the Repurchase Obligation and pay in full the Repurchase Price, the Lender shall be free at any time or from time to time to sell the Subject Buses to any one or more third parties, in part or in whole, who are not affiliated with the Loan Parties or their affiliates at the highest then available price. In such connection, if the Lender does not realize on or before a date which shall be 120 days from the Settlement Closing at least $870,000 in cash from the sale of the Subject Buses, after accounting for all expenses including storage and the cost to effectuate the sale (the “Net Sale Proceeds”), the Loan Parties shall be and shall remain liable to the Lender for any by which the Net Sale Proceeds are less than $870,000 (the “Deficiency”) and within thirty (30) days after such sale shall pay such Deficiency in cash to the Lender by wire transfer of immediately available funds to the bank account set forth in Section 3 above. Within thirty (30) days after any sale of the Subject Buses, Lender agrees to provide the Company, in writing, the following information: (i) the purchaser(s) of the Subject Buses, (ii) the total proceeds received from sale of the Subject Buses, and (iii) the detailed expenses (e.g., by vendor or category) associated with storage and sale. If, in connection with the sale of the Subject Buses, Lender realizes proceeds that are in excess of $870,000 and associated expenses permitted herein (the “Excess Proceeds”), then Lender shall remit the Excess Proceeds to the Loan Parties within thirty (30) days after the sale.

7. Representations, Covenants and Agreements of the Parties.

(a) By the Loan Parties. The Loan Parties hereby represent, warrant, covenant and agree with the Lender, as follows:

(b) By the Lender. The Lender hereby represents, warrants, covenants and agrees with the Loan Parties, as follows: