Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 29, 2023

Date of Report (Date of earliest event reported)

Phoenix Motor Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41414		85-4319789
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1500 Lakeview Loop

Anaheim, CA

92807

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (909) 987-0815

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0004 per share		PEV		NASDAQ Capital Market

x	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry Into a Material Definitive Agreement

On December 29, 2023, Phoenix Motor Inc. (“Phoenix” or the “Company”) entered into several agreements with its vendors to settle performance and payment obligations.

IAT Agreements

The Company, and its wholly-owned subsidiary, EdisonFuture Motor Inc. (“EF”), entered into a settlement agreement (the “IAT Settlement Agreement”) with IAT Automobile Design LLC, a California limited liability company (“IAT”), with respect to the previous contract between the Company, EF and IAT for the design of certain electric vehicles (the ‘Model Development Agreement”) and disputes between the Company, EF and IAT with respect to the performance by IAT and the payment by the Company and EF for services thereunder.

IAT Settlement Agreement

Pursuant to the IAT Settlement Agreement, the parties have agreed to settle and resolve any and all disputes between the parties, including without limitation disputes arising out of or relating to the Model Development Agreement, as amended.

The Company, EF and IAT agree that the outstanding payment due to IAT of $952,606 shall be settled by the Company issuing shares (“Shares”) of the Company’s common stock, $0.004 par value (the “Common Stock”) to IAT pursuant to a separate purchase agreement. After completion of the Share issuance and transfer, IAT shall provide all deliverables under the Model Development Agreement and its amendments, as adjusted by the agreements with IAT referred to herein.

Upon IAT's completion of all deliverables as adjusted by the agreements with IAT referred to herein, EF and the Company agree to release and discharge IAT from any and all claims, demands, actions, causes of action, suits, and liabilities, known or unknown, arising out of or related to the Model Development Agreement and its amendments. Upon completion of the Share issuance and transfer, IAT agrees to release and discharge the Company and EF from any and all claims, demands, actions, causes of action, suits, and liabilities, known or unknown, arising out of or related to the Model Development Agreement and its amendments.

IAT Purchase Agreement

Pursuant to the IAT Settlement Agreement, the parties concurrently entered into a purchase agreement (the “IAT Purchase Agreement”) providing for the payment of $952,606 due to IAT by the issuance of 769,099 Shares of the Company’s Common Stock to IAT, for an aggregate purchase price of $952,606, or $1.24 per share.

The foregoing summary of the IAT Settlement Agreement and the IAT Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the IAT Settlement Agreement and the IAT Purchase Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K, and is incorporated herein by reference.

UAE Agreements

First UAE Service Agreement

On December 29, 2023, EF entered into a service agreement (the “First Service Agreement”) with Ultimate Automotive Engineering Inc., a California corporation (“UAE”), with respect to certain maintenance and support to be provided by UAE, and disputes between the Company, EF and UAE with respect to the performance by UAE and the payment by the Company and EF to UAE for services thereunder. Pursuant to the First Service Agreement, the Company, EF and UAE agreed that the outstanding payment due to UAE of $317,906 shall be settled by the Company issuing Shares of the Company’s Common Stock to UAE pursuant to a separate purchase agreement.

First UAE Purchase Agreement

Pursuant to the First Service Agreement, the parties concurrently entered into a purchase agreement (the “First UAE Purchase Agreement”) providing for the payment of $317,906 due to UAE by the issuance of 256,666 Shares of Common Stock to UAE, for an aggregate purchase price of $317,906, or $1.24 per share.

Second UAE Services Agreement

On December 29, 2023, EF entered into a second service agreement (the “Second Service Agreement”) with UAE with respect to certain maintenance and support to be provided by UAE, and with respect to the performance by UAE and the payment by the Company and EF to UAE for services thereunder. Pursuant to the Second Service Agreement, the Company, EF and UAE agreed that $420,500 of the payment due to UAE shall be settled by the Company issuing Shares of Common Stock to UAE pursuant to a separate purchase agreement.

Second UAE Purchase Agreement

Pursuant to the Second Service Agreement, the parties concurrently entered into a purchase agreement (the “Second UAE Purchase Agreement”) providing for the payment of $420,500 due to UAE by the issuance of 339,496 Shares of Common Stock to UAE, for an aggregate purchase price of $952,606, or $1.24 per share.

The foregoing summary of the First Service Agreement, the First UAE Purchase Agreement, the Second Service Agreement and the Second UAE Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the First Service Agreement, the First UAE Purchase Agreement, the Second Service Agreement and the Second UAE Purchase Agreement, copies of which are attached hereto as Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 10.6, respectively, to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure regarding the Shares of Common Stock to be offered and issued under the IAT Purchase Agreement, the First UAE Purchase Agreement and the Second UAE Purchase Agreement as set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02. The Shares described above under Item 1.01 have not been registered and are being offered and issued in reliance upon an exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended (“Securities Act”).

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits:

Exhibit No.		Description

10.1		Settlement Agreement with IAT Automobile Design LLC, dated December 29, 2023
10.2		Purchase Agreement with IAT Automobile Design LLC, dated December 29, 2023
10.3		First Service Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023
10.4		First Purchase Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023
10.5		Second Service Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023
10.6		Second Purchase Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PHOENIX MOTOR INC.

Dated: January 4, 2024

	By:	/s/ Chris Wang
		Name: Chris Wang
		Title: Chief Financial Officer

Exhibit 10.1

SETTLEMENT AGREEMENT

This Settlement Agreement (the "Agreement") is made and entered into as of December 29, 2023, by and among:

IAT Automobile Design LLC, a California Limited Liability Company with its principal office at 2000 Wattles Dr. Los Angeles, CA 90046 (hereinafter referred to as “IAT”).

EdisonFuture Motor Inc., a Delaware corporation with its principal office at 6950 Preston Avenue, Livermore, CA 94551 (hereinafter referred to as “EF”), and

Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “PMI”).

WHEREAS, on June 11, 2022, EF and IAT entered into a Model Development Agreement (the "Model Development Agreement"), in which IAT was engaged to design and build one (1) High-roof Van Model for the purpose of research and development of electric vehicles. The original contract value under the Model Development Agreement stands at US$3,350,000. On October 3, 2022, October 11, 2022, and April 13, 2023, subsequent to the original agreement, EF and IAT entered into three amendments that resulted in a revised contract value of $3,790,339.18. This revised amount includes an additional $102,000 as subsequent component procurement, prototyping, and testing expenses due to deferral of the GEN4.5 electric drive axle project. EF and IAT agree that the activation of GEN4.5 electric drive axle project did not occur by the end of September 2023, IAT has the right to abandon this portion of work which resulted in a revised contract value of $3,688,339.18.

WHEREAS, the supplementary agreement stipulating that EF is to pay IAT for the purchase of 6 vehicles for the project prototype and associated management fees, EF and IAT have unanimously agreed to reduce the prototype vehicles to 3, with EF providing the vehicles. Consequently, following mutual negotiations, it has been agreed to deduct $146,507.06 from the total contract amount.

Due the above change, the contract value is further revised to be $ 3,541,832.12

WHEREAS, EF has already remunerated IAT with US$2,500,000, leaving an outstanding balance of US$1,041,832.12.

WHEREAS, EF and IAT mutually concur to exclude the following work scope, valued at $89,226, from the deliverables of IAT under the Model Development Agreement and its amendments:

a) Vehicle Control Unit (VCU) functional verification and electronic-electrical integration testing.

b) VCU driving performance calibration and powertrain efficiency verification.

c) VCU high-low-temperature calibration, thermal management calibration, and high-low-temperature charge-discharge calibration.

d) Whole-vehicle and component enhanced durability testing.

e) Whole-vehicle chassis and Noise, Vibration, and Harshness (NVH) tuning.

f) Whole-vehicle air conditioning performance verification.

As a result of this adjustment, the contract value is further revised to be $952,606.

WHEREAS, given the actual performance of EF and IAT, and EF and IAT agree that the final amount payable to IAT under the Model Development Agreement and its amendments is $952,606 and shall be converted by IAT into equivalent shares of PMI for the purpose of set off;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EF, IAT and PMI agree as follows:

Settlement of Outstanding Payment:

EF，PMI and IAT agree that the outstanding payment of US$952,606 shall be settled by PMI issuing shares of PMI to IAT by IAT and PMI entered into a separate purchase agreement.

Release and Discharge:

Upon completion of the share issuance and transfer, IAT shall provide all deliverables under the Model Development Agreement and its amendments, as adjusted herein.

Upon IAT's completion of all deliverables as adjusted herein, EF and PMI agree to release and discharge IAT from any and all claims, demands, actions, causes of action, suits, and liabilities, known or unknown, arising out of or related to the Model Development Agreement and its amendments.

Upon completion of the share issuance and transfer, IAT agrees to release and discharge EF and PMI from any and all claims, demands, actions, causes of action, suits, and liabilities, known or unknown, arising out of or related to the Model Development Agreement and its amendments.

Except for the provisions stipulated in this contract, all other terms shall adhere to the provisions of Model Development Agreement and its amendments.

IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the date first above written.

[Signature Page follows]

IAT Automobile Design LLC

Authorized Signature: /s/ Liqiang Zhang

Name: Liqiang Zhang

Title: President

Date: December 29, 2023

EdisonFuture Motor Inc.

Authorized Signature: /s/ Xiaofeng Peng

Name: Xiaofeng Peng

Title: CEO

Date: December 29, 2023

Phoenix Motor Inc.

Authorized Signature: /s/ Xiaofeng Peng

Name: Xiaofeng Peng

Title: CEO

Date: December 29, 2023

Exhibit 10.2

PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”), dated as of December 29,2023 (the “Effective Date”), is by and between IAT Automobile Design LLC, a company incorporated under the laws of the California with its principal office at 2000 Wattles Dr. Los Angeles, CA 90046 (the “Purchaser”), and Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”). Each of the Purchaser and the Company is referred to herein each as a “Party”, and collectively as the “Parties”.

W I T N E S S E T H:

WHEREAS, the Company and the Purchaser desire to provide for the issuance, sale and purchase of certain number of shares of common stock of the Company, par value US$0.0004 per share (the “Common Stock”), on the terms and conditions set forth in this Agreement; and

WHEREAS, the Company and the Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the issuance, sale and purchase of certain Common Stock and related transactions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and the Purchaser agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.1         Issuance, Sale and Purchase of Shares. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, the Company agrees to issue, sell and deliver to the Purchaser, free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, claim or restriction of any kind or nature other than those imposed by federal and/or state securities laws, the Certificate of Incorporation and Bylaws of the Company, and the Purchaser agrees to purchase from the Company, on the Closing Date (as defined below), 769,099 shares of Common Stock (the “Purchase Shares”).

Section 1.2         Purchase Price. The Purchaser shall pay an aggregate purchase price of US$ 952,606 (the “Purchase Price”) for the Purchase Shares. The Purchase Price per share will be determined based on the average closing price over the previous 30 days preceding the Effective Date.

Section 1.3         Closing.

(a)            Upon the terms and subject to the conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Purchase Shares shall take place at a place determined by the Company at 9:00 A.M. New York time on a date that is no later than December 31, 2023 or at such other time or on such other date that is agreed upon in writing by the Company and the Purchaser (the “Closing Date”).

(b)            At or before the Closing, the Purchaser shall offset the Purchase Price payable to the Company by using the accounts payable owned to the Purchaser by EdisonFuture Motor Inc. in accordance with the terms of settlement agreement entered into between EdisonFuture Motor Inc., Company and the Purchaser dated on December 29, 2023. At the Closing, the Purchaser shall deliver a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 1.4(b).

(c)            After the Closing and as soon as practicable the Company and deliver to the Purchaser the following items:

(i)            A share certificate (x) representing the number of Purchase Shares and (y) evidencing the Purchaser as the holder of the Purchase Shares with the rights of a holder of Common Stock under the Certificate of Incorporation and the Bylaws of the Company, such rights being the same as the rights of other holders of Common Stock.

(ii)            A copy of the book-entry statement evidencing the Purchaser as the holder of the Purchase Shares.

Section 1.4         Closing Conditions.

The obligations of the Company to issue and sell the Purchase Shares as contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing, of each of the following conditions, provided that any of which may be waived in writing by the Company in its sole discretion:

(a)            All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchase Shares shall have been completed and all corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchase Shares shall have been completed.

(b)            The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects as of the Closing; and the Purchaser shall have performed and complied with in all material respects all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing.

(c)            No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or imposes any damages or penalties that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before any governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or impose any damages or penalties that are substantial in relation to the Company.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1         Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing, as follows:

(a)            Organization and Authority. Each of the Company and its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiaries is in material violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.

(b)            Due Issuance of the Purchase Shares. The Purchase Shares of the Company have been duly authorized and, when issued and delivered to the Purchaser and paid for by the Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and free of any liens or encumbrances, except as required by applicable laws, and issued in compliance with all applicable federal, securities laws and the Certificate of Incorporation and the Bylaws of the Company.

(c)            Authority. The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite actions on its part.

(d)            Noncontravention. This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company or any of its subsidiaries is subject. To the Company’s best knowledge, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor compliance by the Company with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, it.

(e)            Filings, Consents and Approvals. Assuming the accuracy of the representations and warranties of the Purchaser in Section 2.2(f), neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the filing, consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority, except such as have been obtained, made, given or will be made promptly hereafter and any required filing or notification with the Securities and Exchange Commission or Nasdaq.

(f)            No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Purchase Shares by any form of general solicitation or general advertising. The Company has offered the Purchase Shares for sale only to the Purchaser and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

Section 2.2         Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, as follows:

(a)            Due Formation. It is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with full power and authority to own and operate and to carry on its business in the places and in the manner as currently conducted.

(b)            Authority. It has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite actions on its part.

(c)            Valid Agreement. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(d)            Consents. Neither the execution and delivery by it of this Agreement nor the consummation by it of any of the transactions contemplated hereby nor the performance by it of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except as have been obtained, made or given.

(e)            No Conflict. Neither the execution and delivery by it of this Agreement, nor the consummation by it of any of the transactions contemplated hereby, nor compliance by it with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, it.

(f)            No General Solicitation. Such Purchaser is not purchasing the Purchase Shares because of any general solicitation or general advertisement, including, without limitation, (i) any advertisement, articles, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(g)            Status and Investment Intent.

(i)         Experience. It 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 Purchase Shares. It is capable of bearing the economic risks of such investment, including a complete loss of its investment.

(ii)         Purchase Entirely for Own Account. It is acquiring the Purchase Shares for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. It does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Purchase Shares in violation of the United States Securities Act of 1933, as amended (the “Securities Act”) or other applicable laws.

(iii)        Investor Accredited Status. It is an “Accredited Investor”, as that term is defined in Rule 501(a) of Regulation D of the Securities Act. Purchaser is not an entity formed for the specific purpose of acquiring the Purchase Shares, unless such newly formed entity is an entity in which all of the equity owners are “accredited investors” (within the meaning of Rule 501(a) under the Securities Act).

(iv)        Distribution Compliance Period. Purchaser understands that the Purchase Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Purchase Shares have not been registered under the Securities Act or any other securities laws of the United States or any other jurisdiction. It understands that its investment in the Shares involves a high degree of risk and that it may lose its entire investment. It can bear the economic risk of the investment for an indefinite period of time. It acknowledges that the Shares may not be sold, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or an exemption from registration is available. Any resale of any of the Shares may be made only pursuant to (i) a registration statement under the Securities Act which has been declared effective by the Securities and Exchange Commission and is effective at the time of such sale, or (ii) a specific exemption from the registration requirements of the Securities Act. In claiming any such exemption, it will, prior to any sale or distribution of any Shares securities advise the Company, and, if requested, provide the Company with a favorable written opinion of counsel, in form and substance satisfactory to the Company's counsel, as to the applicability of such exemption to the proposed sale or distribution.

(v)        Restrictive Legend. It understands that the certificate evidencing the Purchase Shares will bear a legend or other restriction substantially to the following effect:

“THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY BE MADE UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EITHER CASE UPON THE RECEIPT OF AN OPINION OF U.S. COUNSEL.”

(vi)       Direct Contact; No Broker. The contact between the Company and the Purchaser was made directly through an existing relationship. No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

(h)            Financing. It has sufficient funds available to it to purchase all of the Purchase Shares pursuant to this Agreement.

(i)            Not an Affiliate. The Purchaser is not an officer, director or “affiliate” (as that term is defined in Rule 415 of the Securities Act) of the Company.

ARTICLE III

MISCELLANEOUS

Section 3.1         Lockup. Without the prior written consent of the Company, the Purchaser shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, or suffer to exist (whether by operation of law or otherwise) any encumbrance on, any of the Purchase Shares, or any right, title or interest therein or thereto, prior to the date that is 180 days after the Closing Date.

Section 3.2         Survival of the Representations and Warranties. All representations and warranties made by any Party shall survive for two years and shall terminate and be without further force or effect on the second anniversary of the Closing Date. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representations or warranty and such claims shall survive until finally resolved.

Section 3.3         Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time prior to Closing, (i) by mutual agreement of the Parties, (ii) by the Purchaser in the event that the Closing has not occurred by the date that is 90 days from the date of this Agreement. Nothing in this Section 3.3 shall be deemed to release any Party from any liability for any breach of this Agreement prior to the effective date of such termination.

Section 3.4         Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

Section 3.5         Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, performance breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of any Party to the dispute with notice (the “Arbitration Notice”) to the other Party.

(a)            The Dispute shall be settled in Sacramenta, California in a proceeding conducted in English by one (1) arbitrator from the American Arbitration Association (AAA) in accordance with the AAA rules in force when the Arbitration Notice is submitted in accordance with the AAA rules. Each party will bear its own costs, and this clause does not prevent seeking provisional remedies from a court. Claims must be filed within one year. This dispute resolution clause survives the termination of the Agreement.

(b)            Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents reasonably requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party.

(c)            The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

(d)            During the course of the arbitral tribunal's adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Section 3.6         Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

Section 3.7         Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Parties and their respective heirs, successors and permitted assigns.

Section 3.8         Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchaser without the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence shall be null and void.

Section 3.9         Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the Parties to whom notice is to be given, on the date sent if sent by telecopier, tested telex or prepaid telegram, on the next business day following delivery if sent by courier or on the day of attempted delivery by postal service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed as follows:

If to the Purchaser, at:

Liqiang Zhang

zhangliqiang@iat-auto.com

2000 wattles Dr. Los Angeles

CA 90046

If to the Company, at:

Xiaofeng Peng

CEO

Denton.peng@spigroups.com

1500 Lakeview Loop, Anaheim, CA

Any Party may change its address for purposes of this Section 3.9 by giving the other Party a written notice of the new address in the manner set forth above.

Section 3.10      Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

Section 3.11      Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

Section 3.12      Fees and Expenses. Except as otherwise provided in this Agreement, each Party will be responsible for all of its own expenses incurred in connection with the negotiation, preparation and execution of this Agreement.

Section 3.13      Public Announcements. The Purchaser shall not make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the Company unless otherwise required by securities laws or other applicable law.

Section 3.14      Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof. Accordingly, each Party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

Section 3.15      This Agreement is drafted in English and Chinese. The English version shall govern if conflicts.

Section 3.16      Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.

Section 3.17      Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

Phoenix Motor Inc.

By:	/s/ Xiaofeng Peng
	Name:	Xiaofeng Peng
	Title:	Chief Executive Officer

Purchaser:

IAT Automobile Design LLC

By:	/s/ Liqiang Zhang
	Name:	Liqiang Zhang
	Title:	President

Exhibit 10.3

SERVICE AGREEMENT

PARTY A “EdisonFuture Motor Inc.”, an entity incorporated under the laws of Delaware US, and Party B “Ultimate Automotive Engineering Inc.”. an entity incorporated under the laws of California US, desire to enter into this Agreement to permit PARTY A to use Party B’s products and services as further set forth in this Agreement. This Agreement consists of the following terms which are detailed below.

DEFINITIONS

1.1.

“Data Privacy Laws” means any state or national law or regulation protecting the privacy, confidentiality, or security of Personal Information.

1.2.

“PARTY A Data” means the content, information and data pertaining to PARTY A and/or PARTY A Customers that is submitted to or accessed by Party B pursuant to this Agreement. PARTY A Data may include, but is not limited to the following, PARTY A Sensitive Information, Confidential Information (as defined within the Non-Disclosure Agreement incorporated herein), and Personal Information.

1.3.

“PARTY A Sensitive Information” means PARTY A Confidential Information, Intellectual Property, PARTY A Customer data, and Personal Information.

1.4.

“Days” means calendar days.

1.5.

“Documentation” means the written specification documents used in conjunction with Party B's Products or Services, related but not limited to the development, use, maintenance, operation, or modification thereof, etc.

1.6.

“Maintenance and Support” means updates, upgrades, etc. and technical support provided for the Products and Services that Party B is required to provide to PARTY A as specified in this agreement.

PRICING AND Payment Schedule

2.1.

Total Price. Subject to the terms and conditions of this Agreement, after Party A approves the deliverables and receives a valid invoice, Party B will be entitled to a total remuneration of $317,906 USD(United States dollar).

2.2.

Payment Schedule.

Payment Due	Amount
Seven days after contact signed	$317,906

Parties agree to a compensation of $317,906 USD due and payable to Party B, to be paid through common stock issued by Phoenix Motor Inc. The specific payment terms will be separately outlined in a purchase agreement between the Party B and Phoenix Motor Inc.

CURRENCY

It is the intent of the Parties that all quotations, invoices and payments shall be in the local country currency of the PARTY A business unit location where the Products and Services were ordered, unless mutually agreed otherwise by the Parties.

TAXES AND EXPENSES

4.1.

Each Party will be responsible, as required under applicable law, for identifying and paying all taxes that are imposed on that Party upon or with respect to the payments made under this Agreement.

4.2.

PARTY A shall not be responsible for any of Party B’s taxes related to personal wages, including but not limited to, withholding or other taxes related to federal or state income tax, social security benefits, or unemployment compensation.

4.3.

PARTY A shall be entitled to contest, pursuant to applicable law and at its own expense, any taxes it is ultimately obligated to pay, and Party B shall reasonably cooperate with any such contest.

4.4.

Party B Taxes. Party B shall be responsible for determining the applicability of any sales, use, value-added taxes, excise or similar transactional taxes that may be applicable to the performance of the Agreement, if any. Party B shall clearly and separately state any such applicable taxes on the same invoice that states the corresponding products or services. Party B shall pay all applicable taxes from the funds received from PARTY A to the appropriate tax authority.

INVOICING

5.1.

Invoice Submission. Party B shall submit invoices timely in accordance with this agreement unless stated otherwise. Party B’s invoice shall be delivered to the PARTY A billing location specified on the applicable Purchase Order.

5.2.

Party B’s invoices shall be in such a form so as to meet local tax requirements where Party A operates the business to ensure Party A’s deductibility and tax recovery, where applicable.

5.3.

Payment Terms. Unless otherwise agreed, the undisputed amount of an invoice will be due within ten (10) days after PARTY A’s receipt of a valid, complete and properly documented conforming Invoice confirmed by PARTY A (a “Conforming Invoice”). Payments shall be made by telegraphic transfer to Party B's bank account.

5.4.

PARTY A reserves the right to reject, in whole or in part, any Party B invoice which is not a Conforming Invoice. If an invoice is rejected by PARTY A, Party B shall re-submit a corrected invoice within five (5) Days.

Service description

Please refer to Appendix One of the contract: "Phoenix Motors E450 Electrification Validation and Development Technology Agreement."

INTELLECTUAL PROPERTY

7.1.

Ownership of Deliverables. Party B agrees to authorize Party A to use the intellectual property rights related to the project, and the scope of use is limited to the corresponding models of the project

7.2.

Product Development. Nothing in this Agreement shall be deemed to prohibit or prevent PARTY A from independently designing, developing, producing, using or marketing products similar in form or function to the products furnished by Party B.

FORCE MAJEURE

Subject to the provisions of this section, neither Party will be liable for any failure, delay, or default in performance of any obligation of a Party to the Agreement to the extent that such failure, delay or default is attributable to an act or omission beyond the control and without the fault or negligence of such Party. Such causes include, war; acts of terrorism; riot or civil disturbance; earthquake and other like or similar natural disaster (“Force Majeure Event”).

DATA PROTECTION AND PRIVACY

For the purposes of Services and Product that Party B provides to PARTY A, under the terms of this Agreement, the following shall apply:

9.1.

Compliance with Data Privacy Laws. Party B agrees that it will not Process any Personal Information for any other purpose other than for the specific purposes of performing the Services specified in this Agreement without specific written instructions from PARTY A. In addition, to the extent applicable to Party B, Party B agrees to comply with any requirements of any applicable Data Privacy Law regarding the collection, storage, use, transfer, security, or processing of Personal Information.

9.2.

Safeguards for Personal Information. Party B will develop, implement, maintain, and use administrative, technical, and physical safeguards, as deemed appropriate by PARTY A. To the extent no specific instructions are provided by PARTY A, such safeguards shall meet all applicable legal standards (including any encryption requirements imposed by law) and shall meet or exceed accepted security standards in the industry, such as ISO 27001/27002.

10.

GENERAL PROVISIONS

10.1.

Anti-Corruption Laws. PARTY A advises Party B that PARTY A is subject to the US Foreign Corrupt Practices Act ("FCPA"), as well as other global anti-corruption laws. These laws prohibit the payment or promise of payment of anything of value by PARTY A or its Affiliates, either directly or indirectly, to the representative of a commercial entity or an official of a foreign government, foreign political party, party official, or candidate for foreign office, for the purpose of influencing any act or decision in their official capacity, or inducing that official to use their influence with a foreign government to assist PARTY A or its Affiliates, in obtaining, retaining, or directing business to any person, or in securing any improper business advantage. Party B agrees that it will not take any action which could cause PARTY A to be in violation of the FCPA, UKBA or any other applicable anti-corruption law or regulation. If Party B becomes aware of any such violation, it will immediately notify PARTY A.

10.2.

Language. This Agreement is drafted in English and Chinese. The English version shall govern if conflicts.

10.3.

Export, Import.

Each Party specifically acknowledges that equipment, Products, and certain Confidential Information (“Technical Data”) are subject to United States export controls, including the Export Administration Regulations, 15 C.F.R. Parts 730-744. Each Party shall comply with all requirements of the U.S. export control laws and regulations.

10.4

Applicable Law and Dispute Resolution

This Agreement and all disputes between parties shall be governed by and interpreted in accordance with the internal laws of the State of California, without reference to California’s conflict of laws principles. For all litigation of disputes or controversies which may arise between parties, PARTY A and PARTY B consent to the exclusive jurisdiction of the courts of the State of California and the United States district courts sitting in the State of California, and agree that any and all such disputes and controversies shall be determined exclusively by one of such courts.

11.

COUNTERPARTS

This Agreement may be executed in counterparts, all of which shall be considered an original and shall constitute one agreement. The signature of each Party may be delivered by scanned image (e.g. .pdf or .tiff file extension name) as an attachment to electronic mail (email) and such scanned signature shall be treated in all respects as having the same effect as an original inked signature.

[Signature page follows]

PARTY A		PARTY B

By:	/s/ Xiaofeng Peng	By:	/s/ Ye Tian
Authorized Signature		Authorized Signature

Name:	Xiaofeng Peng	Name:	Ye Tian

Title:	CEO	Title:	President

Date:	December 29, 2023	Date:	December 29, 2023

Contract Annex 1: Phoenix E450 BEV Testing and Development Technology Agreement

Contents

1. Development Scope		6

2. Standards and Regulations		6

3. Performance Index		7

4. Job Content		8

	4.1 Project Management	8

	4.2 Vehicle Testing	9

5. List of Deliverables		9

	5.1 Engineering discipline deliverables	10

	5.2 Project management deliverables	10

	5.3 Electronic control deliverables	11

	5.4 Electronic and electrical architecture deliverables	11

	5.5 Test deliverables	12

	5.6 Deliverables related to the development of U.S. ONE Battery Packs	12

Development Scope

To Complete the testing of three prototypes of Gen4.1, as well as the work related to the development of the American ONE battery pack.

Standards and Regulations

This project shall meet the requirements of U.S. national regulations before the SOP of the first vehicle. If the scope of EF requirements for regulations and policies changes during the design process, resulting in significant changes in component specifications or design, it will be subject to negotiation between the two parties.

The vehicle must meet the following requirements:

US FTA	U.S. EPA	CARB	USDOT
FMVSS	FMCSR

PMC will abide by the instructions cited in the Ford “InVehicle Document” and the Ford body builder’s manual.

FTA (Verify reference)

49 CFR Part 38	Accessibility Specification for Transportation Vehicles
49 CFR Part 571	Federal Motor Vehicle Safety Standards (FMVSS – see below)
49 CFR Part 661	Buy America Requirements
49 CFR Part 665	Bus Testing

See FMVSS for applicable sections

NYS DOT: (Verify Reference)

Title 17, Part 720

Rules and Regulations

Add notes regarding advisory letters received from NYS Dot

Performance Index

The parameters related to the design performance of the new platform are detailed in the table below.

Table 1 Vehicle performance targets

Performance parameter		Gen4.0	Gen4.1	Gen4.5
		Quick change type	Stationary type	Quick change type	Stationary type
Parameters	Drive mode	Rear drive	Rear drive	Rear drive	Rear drive
	Vehicle dimension Length/width/height(mm)	6632/2410/2032
	Wheelbase(mm)	4013/4470
	Front/Rare track(mm)	1763/1974
	Front/Rare suspension(mm)	Follow Ford E450 my 2021
	Curb weight(kg)	4313
	Gross weight(kg)	6577
	suspension system	semi-trailing arm/leaf spring
	braking system	Electro-Hydraulic Power Steering System
	steering system	Electro-Hydraulic Power Steering System
	后桥 RR Axle	Banjo Axle		ED Axle
	Curb/Gross Ground clearance(mm)	≥180/≥150
	Safety performance	TBD
	Tire specification	LT225/75Rx16E
Performance Parameters	Driving range(km)	>155	>260	>155	>260
	Top Speed(km/h)	≥113
	0-100km acceleration time(s)	≤15@22°C
	Fast charging time(30%-80%)(h)	0.2	0.2	0.2	0.2
Parameters of electric drive assembly	Motor peak power(kW)	Selection as per performance requirements
	Motor rated power(kW)	Selection as per performance requirements
	Motor peak torque(N·m)	Selection as per performance requirements
	Rated torque of motor(N·m)	Selection as per performance requirements
	Gear ratio	Selection as per performance requirements
Battery Parameters	Battery SOC (kWh)	90	90/150	90	90/150
	Cell type	46xx	46xx	46xx	46xx
	Platform voltage(V)	650V

Performance parameters		Gen4.0	Gen4.1	Gen4.5
		Quick change	Fixed	Quick change	Fixed
Basic parameters	Drive mode	rear drive	rear drive	rear drive	rear drive
	Vehicle size Length/width/height (mm)	6632/2410/2032
	Wheelbase(mm)	4013/4470
	Front/rear wheelbase (mm)	1763/1974
	Front/rear overhang (mm)	Continue to use FORD E450 MY 2021
	Curb weight (kg)	4313
	Full load mass (kg)	6577
	Suspension System	Single inclined arm/leaf spring
	Braking System	Electro-hydraulic assist
	steering system	Electro-hydraulic assist
	rear axle	integral bridge		Electric drive axle
	Ground clearance/full load (mm)	≥180/≥150
	Safety performance	TBD
	Tire specifications	LT225/75Rx16E
Performance parameters	Driving mileage (km)	>155	>260	>155	>260
	Maximum speed (km/h)	≥113
	0-100km acceleration time (s)	≤15@22°C
	Fast charging time (30%-80%) (h)	0.2	0.2	0.2	0.2
Electric drive assembly parameters	Motor peak power (kW)	Select according to performance requirements
	Motor rated power (kW)	Select according to performance requirements
	Motor peak torque (N·m)	Select according to performance requirements
	Motor rated torque (N·m)	Select according to performance requirements
	speed ratio	Select according to performance requirements
Battery parameters	Battery power (kWh)	90	90/150	90	90/150
	Cell type	46xx	46xx	46xx	46xx
	Platform voltage (V)	650V

The above vehicle performance target parameters are subject to the actual test results of the final selected components.

Job Content

4.1 Project Management

a) Regular meetings of both parties are organized and meeting minutes should be prepared.

b) Formulate opening and closing item control to tackle issues and conduct traceability management after the meeting.

c) The control of the plan is carried out in the form of a monthly plan, special plan for trial production and special plan for the test.

d) Organization and advancement of technical topics during project execution, organization of project review and investigate issue closure at each node on both sides.

e) Prototype test progress tracking and related issues control.

4.2 Vehicle Testing

a) VCU function verification, electronic and electrical integration testing.

b) VCU drivability calibration and power and economy verification.

c) VCU high and low temperature calibration, thermal management calibration, high and low temperature charge and discharge calibration.

d) Enhanced durability testing of vehicles and components.

e) Vehicle chassis and NVH adjustment.

f) Vehicle air conditioning performance verification.

4.3 Work Related to the Development of U.S. ONE Battery Packs

a)In Gen4.1 direct drive solution，the SOC scale on the left side of the instrument panel backlight panel shall be modified twice in the UI design, and the software shall be debugged for two rounds. The backlight panel shall be confirmed and produced by PMC;

b) Engineering: Add 10kw PTC installation and debugging, data production, software integration debugging in Gen4.1 direct drive solution.

Testing: Add one round of defrosting and defogging test site fees, layout, and report production in Gen4.1 direct drive solution

c) As for U.S. ONE battery pack’s CAE analysis of battery pack bracket and software modification and debugging of VCU and architecture in Gen4.1 direct drive solution, the specific instructions are as follows:

UAE conducts the VCU software and architecture development to adapt to ONE battery pack BMS in Gen4.1 direct drive solution, including software and VCU integration solutions involving OBC, BMS and other components. If the integration of OBC, BMS and other components with VCU involves software changes and adaptations, it shall be jointly formulated by both parties and coordinated with the supplier. The costs incurred, such as software and hardware development fees, mold fees, test fees, etc., shall be borne by EF. Both parties shall neogotiate and agree on the payment method.

1、

It does not include the layout and design of the battery pack bracket, high-voltage box and power steering pump bracket, data production, as well as trial production, test work and costs.

2、

The vehicle is installed and debugged in the United States, with remote support from the UAE.

d) Add software integration of EPB in Gen4.1 direct drive solution, UAE provides remote support for the first vehicle during the assembly process in the United States, excluding EPB's component layout analysis, data and drawing production, trial production and test costs in Gen4.1 direct drive solution.

List of Deliverables

The development deliverables are as follows. If new deliverables are added, separate negotiations shall be carried out. Depending on the deliverables, they shall be submitted in a format approved by EF (PDF format or WORD format or EXCEL or PPT format); all 3D design data shall be delivered by UAE in CATIA P3 V5-6R2018 format (burned disk or FTP); EF shall carry out the evaluation and acceptance work and give the acceptance conclusion within 5 working days from the date of receipt of deliverables formally submitted by UAE in accordance with the nodes.

5.1 Engineering Discipline Deliverables

The list of project deliverables is detailed in the table below.

Table 2 List of project deliverables

Function	Deliverables	Test completion
Vehicle	Gen4.1 Vehicle Power Performance and Economy Calculation Report	·
Vehicle	Gen4.1 Vehicle mass, axle load distribution and center of mass height calculation report	·
Vehicle	Gen4.1 General Layout Drawing	·
Vehicle	Gen4.1 General Layout Plan Report	·
Vehicle	Gen4.1DMU static check report	·
PS	Gen4.1 Electrical ICD interface definition	·
PS	Gen4.1 3D data (outer envelope data)	·
PS	Gen4.1 2D device diagram (battery & electric drive)	·
Chassis	Gen4.1 chassis 3D/2D-V1 version	·
Chassis	Gen4.1 system matching analysis report (cooling, mounting, transmission)	·

5.2 Project Management Deliverables

Table 3 Project Management Deliverables

Function	Deliverables	Test completion
PM	Minutes of regular meetings between both parties	·
PM	Opening and Closing Item Control List of Meeting Minutes of Both Parties	·
PM	Project master plan	·
PM	Project monthly plan	·
PM	Gen4.1 Minutes of the TOP meeting on major technical topics of the project	·
PM	Gen4.1 review minutes of each project node	·

PM	Gen4.1 Pilot special program	·
PM	Gen4.1 Sample vehicle test issue control table - opening and closing items	·

5.3 Electronic Control Deliverables

Table 4 Electronic control deliverables

Function	Deliverables	Test completion
EL	Gen4.1 VCU software problem analysis report	·
EL	Gen4.1 VCU software flashing file	·
EL	Gen4.1 VCU function debugging report	·
EL	Gen4.1 Vehicle drivability calibration report	·
EL	Gen4.1 Vehicle high and low temperature calibration report	·

5.4 Electronic and Electrical Architecture Deliverables

Table 5 Electronic and electrical architecture deliverables

Function	Deliverables	Test completeion
EEA	Gen4.1 Diagnostic Instrument Test Verification Report	·
EEA	Gen4.1 Diagnostic Instrument Instruction Manual	·
EEA	Gen4.1 Vehicle power system functional test report	·
EEA	Gen4.1 Vehicle power system communication test report	·
EEA	Gen4.1 Vehicle power system network management test report	·
EEA	Gen4.1 Vehicle power system diagnostic flashing test report	·
EEA	Gen4.1 Vehicle Power system fault handling test report	·

5.5 Test Deliverables

Table 6 Test deliverables

Function	Deliverables	Test completion
Test	Gen4.1 Report on the progress of test implementation	·
Test	Gen4.1 Briefing on the results of the trial process	·
Test	Gen4.1 Electrical and electronic integration test report	·
Test	Gen4.1 Vehicle power performance and economy test report	·
Test	Gen4.1 Vehicle thermal management calibration report	·
Test	Gen4.1 Vehicle enhanced durability test report	·
Test	Gen4.1 High and low temperature charge and discharge test report	·
Test	Gen4.1 Chassis Tuning Report	·
Test	Gen4.1 Vehicle NVH test report	·

Note: All of the above tests are based on UAE test methods.

5.6 Deliverables Related to the Development of U.S. One Battery Packs

Table 7 Deliverables related to One battery pack development

Deliverable name	Delivery date
Gen4.1 Modification of the UI design data of the SOC scale on the left side of the instrument panel backlight panel	30 days after signing the contract
Gen4.1 Modification of UI software debugging process and report for the SOC scale on the left side of the instrument panel backlight panel	30 days after signing the contract
Gen4.1 The VCU software integrated with the modified UI function of the SOC scale on the left side of the instrument panel backlight panel	30 days after signing the contract
Gen4.1 EPB arranged direct drive, electric drive axle, and battery replacement solution software integrated debugging process and report	A direct-drive model solution shall be provided 30 days after the contract is signed, and other options will be discussed by both parties after the customer’s kickoff.

VCU software integrated with EPB function on GEN4.1 model	30 days after signing the contract
Gen4.1 10kwPTC installation design data	30 days after signing the contract
Gen4.1 10kwPTC software integrated debugging test process and report	30 days after signing the contract
Gen4.1 10kwPTC defrosting and defogging test process and report	30 days after signing the contract
Gen4.1 VCU software integrated with 10kw PTC function	30 days after signing the contract
Gen4.1 CAE analysis report of battery pack bracket of ONE battery pack	30 days after data entry
Gen4.1 Battery pack software modification plan and architecture report for ONE battery pack	30 days after data entry
Gen4.1 Battery pack VCU software debugging process and report for ONE battery pack	30 days after completion of EEA architecture
Gen4.1 OBC modification requirements report and solution optimization analysis report	30 days after data input
Gen4.1 VCU software integrated with ONE battery pack and related functions	30 days after completion of EEA architecture

EDISONFUTURE MOTOR INC.		ULTIMATE AUTOMOTIVE ENGINEERING INC.

/s/ Xiaofeng Peng		/s/ Ye Tian

Print Name: Xiaofeng Peng		Print Name: Ye Tian



Chairman		President

Date: December 29, 2023

Exhibit 10.4

PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”), dated as of December 29, 2023 (the “Effective Date”), is by and between Ultimate Automotive Engineering Inc, a company incorporated under the laws of the California with its principal office at 14736 Valley Blvd, Ste B9, La Puente, CA 91746 (the “Purchaser”), and Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”). Each of the Purchaser and the Company is referred to herein each as a “Party”, and collectively as the “Parties”.

W I T N E S S E T H:

ARTICLE I

PURCHASE AND SALE

Section 1.1         Issuance, Sale and Purchase of Shares. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, the Company agrees to issue, sell and deliver to the Purchaser, free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, claim or restriction of any kind or nature other than those imposed by federal and/or state securities laws, the Certificate of Incorporation and Bylaws of the Company, and the Purchaser agrees to purchase from the Company, on the Closing Date (as defined below), 256,666 shares of Common Stock (the “Purchase Shares”).

Section 1.2         Purchase Price. The Purchaser shall pay an aggregate purchase price of US$317,906 (the “Purchase Price”) for the Purchase Shares. The Purchase Price per share will be determined based on the average closing price over the previous 30 days preceding the Effective Date.

Section 1.3         Closing.

(a)            Upon the terms and subject to the conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Purchase Shares shall take place at a place determined by the Company at 9:00 A.M. New York time on a date that is no later than December 31 , 2023 or at such other time or on such other date that is agreed upon in writing by the Company and the Purchaser (the “Closing Date”).

(b)            At or before the Closing, the Purchaser shall offset the Purchase Price payable to the Company by using the accounts payable owned to the Purchaser by EdisonFuture Motor Inc. in accordance with the terms of service agreement entered into between EdisonFuture Motor Inc. and the Purchaser dated on December 29, 2023. At the Closing, the Purchaser shall deliver a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 1.4(b).

(c)            After the Closing and as soon as practicable the Company and deliver to the Purchaser the following items:

(i)          A share certificate (x) representing the number of Purchase Shares and (y) evidencing the Purchaser as the holder of the Purchase Shares with the rights of a holder of Common Stock under the Certificate of Incorporation and the Bylaws of the Company, such rights being the same as the rights of other holders of Common Stock.

(ii)         A copy of the book-entry statement evidencing the Purchaser as the holder of the Purchase Shares.

Section 1.4         Closing Conditions.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

(g)            Status and Investment Intent.

(i)          Experience. It 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 Purchase Shares. It is capable of bearing the economic risks of such investment, including a complete loss of its investment.

(iv)       Distribution Compliance Period. Purchaser understands that the Purchase Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Purchase Shares have not been registered under the Securities Act or any other securities laws of the United States or any other jurisdiction. It understands that its investment in the Shares involves a high degree of risk and that it may lose its entire investment. It can bear the economic risk of the investment for an indefinite period of time. It acknowledges that the Shares may not be sold, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or an exemption from registration is available. Any resale of any of the Shares may be made only pursuant to (i) a registration statement under the Securities Act which has been declared effective by the Securities and Exchange Commission and is effective at the time of such sale, or (ii) a specific exemption from the registration requirements of the Securities Act. In claiming any such exemption, it will, prior to any sale or distribution of any Shares securities advise the Company, and, if requested, provide the Company with a favorable written opinion of counsel, in form and substance satisfactory to the Company's counsel, as to the applicability of such exemption to the proposed sale or distribution.

(v)        Restrictive Legend. It understands that the certificate evidencing the Purchase Shares will bear a legend or other restriction substantially to the following effect:

(h)           Financing. It has sufficient funds available to it to purchase all of the Purchase Shares pursuant to this Agreement.

(i)            Not an Affiliate. The Purchaser is not an officer, director or “affiliate” (as that term is defined in Rule 415 of the Securities Act) of the Company.

ARTICLE III

MISCELLANEOUS

Section 3.6         Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

	If to the Purchaser, at: Ye Tian tianyeca@gmail.com 14736 Valley Blvd, Ste B9, La Puente, CA 91746 Ultimate Automotive Engineering Inc.

	If to the Company, at: Xiaofeng Peng CEO Denton.peng@spigroups.com 1500 Lakeview Loop, Anaheim, CA

Any Party may change its address for purposes of this Section 3.9 by giving the other Party a written notice of the new address in the manner set forth above.

Section 3.10       Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

Section 3.11       Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

Section 3.12       Fees and Expenses. Except as otherwise provided in this Agreement, each Party will be responsible for all of its own expenses incurred in connection with the negotiation, preparation and execution of this Agreement.

Section 3.13       Public Announcements. The Purchaser shall not make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the Company unless otherwise required by securities laws or other applicable law.

Section 3.14       Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof. Accordingly, each Party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

Section 3.15       Language. This Agreement is drafted in English and Chinese. The English version shall govern if conflicts.

Section 3.16       Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.

Section 3.17       Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

	Phoenix Motor Inc.

	By:	/s/ Xiaofeng Peng
		Name:    Xiaofeng Peng
		Title:    Chief Executive Officer

	Purchaser:

	Ultimate Automotive Engineering Inc.

	By:	/s/ Ye Tian
		Name: Ye Tian
		Title: President

Exhibit 10.5

SERVICE AGREEMENT

PARTY A “EdisonFuture Motor Inc.”, an entity incorporated under the laws of Delaware US, and Party B “Ultimate Automotive Engineering Inc.” an entity incorporated under the laws of California US, desire to enter into this Agreement to permit PARTY A to use Party B’s products and services as further set forth in this Agreement. This Agreement consists of the following terms which are detailed below.

1.	DEFINITIONS

1.1.

“Data Privacy Laws” means any state or national law or regulation protecting the privacy, confidentiality, or security of Personal Information.

1.2.

1.3.

“PARTY A Sensitive Information” means PARTY A Confidential Information, Intellectual Property, PARTY A Customer data, and Personal Information.

1.4.

“Days” means calendar days.

1.5.

1.6.

2.	PRICING AND Payment Schedule

2.1.

2.2.

Payment Schedule. Payment will be made in Three installments.

After receiving the first edition of functional requirements and accepted by Party A, Party A shall pay 44.9% of the total payment, that is $665,000 USD as the buyout fee.

Parties further agree to a compensation of $420,500 USD due and payable to Party B, to be paid through common stock issued by Phoenix Motor Inc with the specific payment terms be separately outlined in a purchase agreement between the Party B and Phoenix Motor Inc, .and the remaining $244,500 is payable separately by cash.

After receiving written instructions from Party A, Party B will submit the final edition of functional requirements. After receiving the final edition of functional requirements, Party A shall pay 49.6% of the total payment, that is $733,500USD.

After acceptance of deliverables, Party A shall pay 5.5% of the total payment, that is $81,500 USD.

CURRENCY

TAXES AND EXPENSES

4.1.

Each Party will be responsible, as required under applicable law, for identifying and paying all taxes that are imposed on that Party upon or with respect to the payments made under this Agreement.

4.2.

4.3.

PARTY A shall be entitled to contest, pursuant to applicable law and at its own expense, any taxes it is ultimately obligated to pay, and Party B shall reasonably cooperate with any such contest.

4.4.

INVOICING

5.1.

5.2.

Party B’s invoices shall be in such a form so as to meet local tax requirements where Party A operates the business to ensure Party A’s deductibility and tax recovery, where applicable.

5.3.

5.4.

Service description

6.1.

Scope

The service scope of this project mainly includes the functional requirements of In-Vehicle Infotainment domain (IVI domain), Advanced Driver Assistance System domain (ADAS domain) and Network communication design of the ground up design GEN 5.0 project that Party A plans to develop.

6.2.

Design Responsibility

Party B shall be responsible for:

IVI domain functional requirement design.

ADAS domain functional requirement design.

Network design.

6.3.

Requirements of Progress

Party B shall carry out the development work according to the key time points of the project, which are as follows:

No.	Tentative Milestone		Description
1	August 15, 2022	Project Kickoff	Project plan and technical scheme
2	December 31, 2023	First edition functional requirements	Delivery of First edition functional requirements
3	October 30, 2024	Final functional requirements	Delivery of Final functional requirements
4	December 30, 2024	Project acceptance evaluation	Project acceptance summary

Note: During the implementation of the project, the parties shall negotiate separately if any milestone changes.

6.4.

Technical Requirements

6.4.1 Function List design of IVI/ADAS domain.

According to Party A's vehicle configuration table and other information input, Party B is responsible for the design of the vehicle IVI、ADAS domain function list.

The function list mainly includes the following contents:

①Function ID.

②Functional System.

③Main function

④Sub-function.

⑤Function Description.

	Party A	Party B
Scope	Function list design of IVI and ADAS domain
Work Content (Division of labour)	To provide export country regulatory requirements and vehicle configuration table(R)	IVI、ADAS domain function list design(R)
Deliverables (format)	--	E/E function list(excel)
R-Responsible，A-Approve，S-Support，I-Informed，C-Consult

6.4.2 IVI、ADAS function Design.

Function design is the design basis of forward development. According to the IVI、ADAS function list and their own mass production experience, Party B should conduct Use Case (hereafter refers to UC for short) analysis on the functions of each subsystem based on the function scenarios, define the function scenarios and the scope of application of the scenarios, and define implementation strategy of functions.

The functional specification should include the following:

①Compiling, reviewing and approving information.

②Version record, including version number, change record, person of preparation, date, etc.

③Documentation introduction, including purpose, scope of application, target audience, reference documents, terms and abbreviations, etc.

④Function use case scenario, which defines preconditions, basic event flow, and exceptional event flow of the function scenario.

⑤Function implementation logic, including partial complex function state machine, function state jump definition, etc.

⑥Functional requirements include: function overview, trigger conditions, feedback information and closing conditions.

⑦Non-functional requirements include power mode, installation requirements, diagnostic requirements, regulatory requirements, and other requirements.

	Party A	Party B
Scope	IVI、ADAS functional specification design
Work Content (Division of labour)	--	IVI、ADAS functional specification design(R)
Deliverables (format)	--	IVI、ADAS functional specification（.word）
R-Responsible，A-Approve，S-Support，I-Informed，C-Consult

6.4.3 IVI、ADAS function realization design. IVI、ADAS

Party B shall, based on its previous project experience and party A's existing component technical data, formulate design specifications for functional realization, which shall include the following contents:

①Define function allocation and function implementation scheme.

②Component interaction diagram.

③Definition of interactive signals.

	Party A	Party B
Scope	Function realization design
Work Content (Division of labour)	Review and confirm the function realization specification (A)	IVI、ADAS function realization specification design (R)
Deliverables (format)	--	IVI、ADAS function realization (.docx)
R-Responsible，A-Approve，S-Support，I-Informed，C-Consult

6.4.4 IVI、ADAS Component Functional Requirement Design. IVI、ADAS

Based on the results of functional design, Party B should complete the specification design of ECUs function requirement.

ECUs functional requirements specifications need to include the following:

①ECU's input interface information.

②ECU output interface information.

③Strategy of functional logic implemented by ECU.

④Function requirement should meet the relevant requirements of the mandatory regulations of the domestic automobile industry.

	Party A	Party B
Scope	IVI、ADAS Component functional requirement design
Work Content (Division of labour)	--	Develop and validate ECU functional specification (R)
Deliverables (format)	--	ECU Functional Specification (.docx) Issue List (.xlsx)
R-Responsible，A-Approve，S-Support，I-Informed，C-Consult

6.4.5 Network Development.

6.4.5.1 Network topology design.

Party B shall, according to vehicle design requirements, formulate a feasible network topology scheme and design the network topology. This stage mainly outputs the network topology architecture benchmarking report and network topology scheme.

6.4.5.2 Network Design.

The CAN network communication requirements specification includes physical layer, data link layer, interaction layer and network fault handling. This specification is one of the platform generalization specifications. The platform generalization specification can be reused for all models on the network platform. Party B completes the CAN/CANFD/LIN requirement specification design, including but not limited to:

①CAN/CANFD communication requirements specification .

②CAN/CANFD network management requirements specification.

③CAN/CANFD Gateway Requirements Specification.

④LIN BUS communication requirements specification.

6.4.5.3 CAN/CANFD/LIN Communication Matrix and DBC design. CAN/CANFD/LIN

Party B needs to define the signal list and communication matrix of the whole vehicle network node based on its own experience and project requirements, and prepare the GW routing requirement documents. They are:

①CAN/CANFD signal list design, including signal definition, layout, ID, cycle and other designs, to meet the development of parts.

②LIN signal list design, including signal definition, layout, ID, cycle and other designs, to meet the development of ECUs.

③Routing specification and routing table design, including routing between CAN, CAN FD, LIN communications, including signal routing and message routing。

④Communication database design work, including DBC, LDF files. etc.

⑤Communication simulation work, analysis of message and signal transmission delay simulation, to evaluate the impact and optimization of functions.

Party B provides tools for converting Excel signal list to CAN and LIN database files.

6.4.5.4 Communication design RASIC.

	Party A	Party B
Scope	Network Development
Work Content (Division of labour)	Provide vehicle configuration table (R)	Defining network topology for vehicles with different configurations (R) Vehicle Ethernet Design（R） CAN/LIN/CANFD Design（R）
Deliverables (format)	--	Network Topology（PDF/Visio） CANFD communication requirements specification CANFD network management requirements specification（word） CANFD Gateway Requirements Specification（word） LIN bus communication requirement specification（word） CAN (CANFD)/LIN network communication matrix（XLS） CAN(CANFD)/LIN network communication database（.DBC/.LDF）
R-Responsible，A-Approve，S-Support，I-Informed，C-Consult

INTELLECTUAL PROPERTY

7.1.

7.2.

FORCE MAJEURE

DATA PROTECTION AND PRIVACY

For the purposes of Services and Product that Party B provides to PARTY A, under the terms of this Agreement, the following shall apply:

9.1.

9.2.

10.

GENERAL PROVISIONS

10.1.

10.2.

Language. This Agreement is drafted in English and Chinese. The English version shall govern if conflicts.

10.3.

Export, Import.

10.4 Applicable Law and Dispute Resolution

11.

COUNTERPARTS

[Signature page follows]

PARTY A		PARTY B

By:	/s/ Xiaofeng Peng	By:	/s/ Ye Tian
	Authorized Signature		Authorized Signature

Name:	Xiaofeng Peng	Name:	Ye Tian
Title:	CEO	Title:	President
Date:	December 29, 2023	Date:	December 29, 2023

Exhibit 10.6

PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”), dated as of December 29, 2023 (the “Effective Date”), is by and between Ultimate Automotive Engineering Inc, a company incorporated under the laws of the California with its principal office at 14736 Valley Blvd, Ste B9, La Puente, CA 91746 (the “Purchaser”), and Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”). Each of the Purchaser and the Company is referred to herein each as a “Party”, and collectively as the “Parties”.

W I T N E S S E T H:

ARTICLE I

PURCHASE AND SALE

Section 1.1            Issuance, Sale and Purchase of Shares. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, the Company agrees to issue, sell and deliver to the Purchaser, free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, claim or restriction of any kind or nature other than those imposed by federal and/or state securities laws, the Certificate of Incorporation and Bylaws of the Company, and the Purchaser agrees to purchase from the Company, on the Closing Date (as defined below), 339,496 shares of Common Stock (the “Purchase Shares”).

Section 1.2            Purchase Price. The Purchaser shall pay an aggregate purchase price of US$420,500 (the “Purchase Price”) for the Purchase Shares. The Purchase Price per share will be determined based on the average closing price over the previous 30 days preceding the Effective Date.

Section 1.3            Closing.

(a)           Upon the terms and subject to the conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Purchase Shares shall take place at a place determined by the Company at 9:00 A.M. New York time on a date that is no later than December 31 , 2023 or at such other time or on such other date that is agreed upon in writing by the Company and the Purchaser (the “Closing Date”).

(b)           At or before the Closing, the Purchaser shall offset the Purchase Price payable to the Company by using the accounts payable owned to the Purchaser by EdisonFuture Motor Inc. in accordance with the terms of service agreement entered into between EdisonFuture Motor Inc. and the Purchaser dated on December 29, 2023. At the Closing, the Purchaser shall deliver a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 1.4(b).

(ii)           A copy of the book-entry statement evidencing the Purchaser as the holder of the Purchase Shares.

Section 1.4            Closing Conditions.

(a)           All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchase Shares shall have been completed and all corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchase Shares shall have been completed.

(b)           The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects as of the Closing; and the Purchaser shall have performed and complied with in all material respects all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing.

(c)           No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or imposes any damages or penalties that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before any governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or impose any damages or penalties that are substantial in relation to the Company.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1            Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing, as follows:

(b)           Due Issuance of the Purchase Shares. The Purchase Shares of the Company have been duly authorized and, when issued and delivered to the Purchaser and paid for by the Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and free of any liens or encumbrances, except as required by applicable laws, and issued in compliance with all applicable federal, securities laws and the Certificate of Incorporation and the Bylaws of the Company.

(c)           Authority. The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite actions on its part.

(d)           Noncontravention. This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company or any of its subsidiaries is subject. To the Company’s best knowledge, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor compliance by the Company with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, it.

(e)           Filings, Consents and Approvals. Assuming the accuracy of the representations and warranties of the Purchaser in Section 2.2(f), neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the filing, consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority, except such as have been obtained, made, given or will be made promptly hereafter and any required filing or notification with the Securities and Exchange Commission or Nasdaq.

Section 2.2            Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, as follows:

(a)           Due Formation. It is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with full power and authority to own and operate and to carry on its business in the places and in the manner as currently conducted.

(b)           Authority. It has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite actions on its part.

(c)           Valid Agreement. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(d)           Consents. Neither the execution and delivery by it of this Agreement nor the consummation by it of any of the transactions contemplated hereby nor the performance by it of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except as have been obtained, made or given.

(e)           No Conflict. Neither the execution and delivery by it of this Agreement, nor the consummation by it of any of the transactions contemplated hereby, nor compliance by it with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, it.

(g)           Status and Investment Intent.

(i)            Experience. It 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 Purchase Shares. It is capable of bearing the economic risks of such investment, including a complete loss of its investment.

(ii)           Purchase Entirely for Own Account. It is acquiring the Purchase Shares for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. It does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Purchase Shares in violation of the United States Securities Act of 1933, as amended (the “Securities Act”) or other applicable laws.

(iii)          Investor Accredited Status. It is an “Accredited Investor”, as that term is defined in Rule 501(a) of Regulation D of the Securities Act. Purchaser is not an entity formed for the specific purpose of acquiring the Purchase Shares, unless such newly formed entity is an entity in which all of the equity owners are “accredited investors” (within the meaning of Rule 501(a) under the Securities Act).

(iv)          Distribution Compliance Period. Purchaser understands that the Purchase Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Purchase Shares have not been registered under the Securities Act or any other securities laws of the United States or any other jurisdiction. It understands that its investment in the Shares involves a high degree of risk and that it may lose its entire investment. It can bear the economic risk of the investment for an indefinite period of time. It acknowledges that the Shares may not be sold, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or an exemption from registration is available. Any resale of any of the Shares may be made only pursuant to (i) a registration statement under the Securities Act which has been declared effective by the Securities and Exchange Commission and is effective at the time of such sale, or (ii) a specific exemption from the registration requirements of the Securities Act. In claiming any such exemption, it will, prior to any sale or distribution of any Shares securities advise the Company, and, if requested, provide the Company with a favorable written opinion of counsel, in form and substance satisfactory to the Company's counsel, as to the applicability of such exemption to the proposed sale or distribution.

(v)           Restrictive Legend. It understands that the certificate evidencing the Purchase Shares will bear a legend or other restriction substantially to the following effect:

(vi)          Direct Contact; No Broker. The contact between the Company and the Purchaser was made directly through an existing relationship. No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

(h)           Financing. It has sufficient funds available to it to purchase all of the Purchase Shares pursuant to this Agreement.

(i)            Not an Affiliate. The Purchaser is not an officer, director or “affiliate” (as that term is defined in Rule 415 of the Securities Act) of the Company.

ARTICLE III

MISCELLANEOUS

Section 3.1            Lockup. Without the prior written consent of the Company, the Purchaser shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, or suffer to exist (whether by operation of law or otherwise) any encumbrance on, any of the Purchase Shares, or any right, title or interest therein or thereto, prior to the date that is 180 days after the Closing Date.

Section 3.2            Survival of the Representations and Warranties. All representations and warranties made by any Party shall survive for two years and shall terminate and be without further force or effect on the second anniversary of the Closing Date. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representations or warranty and such claims shall survive until finally resolved.

Section 3.3           Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time prior to Closing, (i) by mutual agreement of the Parties, (ii) by the Purchaser in the event that the Closing has not occurred by the date that is 90 days from the date of this Agreement. Nothing in this Section 3.3 shall be deemed to release any Party from any liability for any breach of this Agreement prior to the effective date of such termination.

Section 3.4            Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

Section 3.5            Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, performance breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of any Party to the dispute with notice (the “Arbitration Notice”) to the other Party.

(a)           The Dispute shall be settled in Sacramenta, California in a proceeding conducted in English by one (1) arbitrator from the American Arbitration Association (AAA) in accordance with the AAA rules in force when the Arbitration Notice is submitted in accordance with the AAA rules. Each party will bear its own costs, and this clause does not prevent seeking provisional remedies from a court. Claims must be filed within one year. This dispute resolution clause survives the termination of the Agreement.

(b)           Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents reasonably requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party.

(c)           The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

(d)           During the course of the arbitral tribunal's adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Section 3.6            Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

Section 3.7            Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Parties and their respective heirs, successors and permitted assigns.

Section 3.8            Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchaser without the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence shall be null and void.

Section 3.9            Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the Parties to whom notice is to be given, on the date sent if sent by telecopier, tested telex or prepaid telegram, on the next business day following delivery if sent by courier or on the day of attempted delivery by postal service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed as follows:

If to the Purchaser, at:

Ye Tian

tianyeca@gmail.com

14736 Valley Blvd, Ste B9, La Puente,

CA 91746

Ultimate Automotive Engineering Inc.

If to the Company, at:

Xiaofeng Peng

CEO

Denton.peng@spigroups.com

1500 Lakeview Loop, Anaheim, CA

Any Party may change its address for purposes of this Section 3.9 by giving the other Party a written notice of the new address in the manner set forth above.

Section 3.10         Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

Section 3.11         Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

Section 3.12         Fees and Expenses. Except as otherwise provided in this Agreement, each Party will be responsible for all of its own expenses incurred in connection with the negotiation, preparation and execution of this Agreement.

Section 3.13         Public Announcements. The Purchaser shall not make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the Company unless otherwise required by securities laws or other applicable law.

Section 3.14         Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof. Accordingly, each Party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

Section 3.15         Language. This Agreement is drafted in English and Chinese. The English version shall govern if conflicts.

Section 3.16         Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.

Section 3.17         Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

Phoenix Motor Inc.

By:	/s/ Xiaofeng Peng
	Name:	Xiaofeng Peng
	Title:	Chief Executive Officer

Purchaser:

Ultimate Automotive Engineering Inc.

By:	/s/ Ye Tian
	Name:	Ye Tian
	Title:	President

Cover	Dec. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 29, 2023
Entity File Number	001-41414
Entity Registrant Name	Phoenix Motor Inc.
Entity Central Index Key	0001879848
Entity Tax Identification Number	85-4319789
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1500 Lakeview Loop
Entity Address, City or Town	Anaheim
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92807
City Area Code	909
Local Phone Number	987-0815
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0004 per share
Trading Symbol	PEV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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