Material Agreement - Form 8-K

As of April 5, 2024, Phoenix Motor Inc., a Delaware corporation (the "Company"), entered into a waiver letter (the "Waiver") by and between the Company and JAK Opportunities II LLC (the "Investor"), pursuant to which the Investor waived its right to require the Company to sell $12 million of principal amount of the Company's secured senior convertible promissory note to the Investor pursuant to the Securities Purchase Agreement, dated as of November 10, 2023, with the Investor. In connection with the Waiver, the Company provided to its transfer agent an Irrevocable Letter of Instruction to reserve a sufficient number of shares of the Company's common stock (initially, 29,690,000 shares) for issuance upon conversion of the convertible promissory note issued to the Investor in June 2023 (or any additional note) or exercise of the warrants previously issued to the Investor, which amounts may be increased by the Investor without further action by the Company.