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- SEC Filing
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.
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