Exhibit 10.23


 


INTERCOMPANY LOAN AGREEMENT


 


INTERCOMPANY LOAN AGREEMENT
(this “Agreement”), dated as of January 20, 2022, by and between SPI Energy Co., Ltd., a Cayman Islands exempted
company (“Lender”), and Phoenix Motor Inc.., a Delaware corporation (“Borrower”), an indirect wholly-owned
subsidiary of Lender.


 


WHEREAS, Lender and Borrower
desire to establish an intercompany loan arrangement, as described below, to provide for working capital and for any other purpose deemed
necessary by Lender and Borrower.


 


NOW, THEREFORE, in consideration
of the mutual promises, covenants and conditions set forth herein, the parties hereto agree as follows:


 


	 	1.	Loan and Repayment.


 


(a) Subject to the
terms and conditions hereof, Lender agrees to lend up to an aggregate amount of Two Million Dollars ($2,000,000) (the “Maximum
Principal Amount”).


 


(b) Unless otherwise
agreed to in writing by the parties, the Maximum Principal Amount and any Cash Advances (as defined below) shall be loaned on an unsecured
basis.


 


(c) At any time
and from time to time while this Agreement is in effect, Borrower may request to borrow from Lender an amount up to $250,000. Each amount
actually advanced to Borrower under this Agreement is herein called a “Cash Advance” and shall be listed on Exhibit A hereto.


 


(d) Each request
made by Borrower for a Cash Advance (a “Cash Advance Request”) shall be substantially in the form of Exhibit B attached
hereto and delivered to Lender at Lender’s address indicated in Section 6 below, or at such other address as Lender shall have
designated by written notice to Borrower. Subject to the terms and conditions contained herein, Lender shall, within 5 business days after
receipt of a Cash Advance Request, deliver to Borrower the amount of the requested Cash Advance by check or wire transfer, in accordance
with Borrower’s instructions.


 


(e) Borrower shall
repay the Cash Advances on the terms set forth herein and such other terms as the parties shall agree upon. Unless otherwise agreed to
in writing by the parties, the Cash Advances shall mature and become payable on the Termination Date (as defined in Section 2 below).


 


(f) The unpaid principal
amount advanced hereunder shall accrue simple interest from the date of each Cash Advance until payment or conversion in full at a rate
equal to 100% of the “Applicable Federal Rate” for long-term obligations prescribed under Section 1274(d) of the
Internal Revenue Code of 1986, as amended (or any successor provision with similar applicability), as in effect from time to time.


 


(g) If all of the
obligations outstanding under this Agreement have not been previously converted (as provided in Section 3 hereof), then the outstanding
principal amount advanced hereunder plus all accrued and unpaid interest thereon and all other amounts accrued under this Agreement (collectively,
the “Balance”) shall be due and payable on the Termination Date (as defined below).


 


(h) Borrower may
discharge the obligations it has undertaken hereby, at any time, by repaying the Balance, without penalty. Borrower may, without penalty,
make a partial prepayment of principal plus interest in any amount at any time and may thereby reduce any required future payments hereunder.


 


(i) Any payments
to Lender in satisfaction of Borrower’s obligations hereunder shall be applied first to the amount of accrued interest hereunder
until such accrued interest has been paid in full, and then to any outstanding principal balance.


 


2. Term of Agreement.
The initial term for which this Agreement shall be in effect shall expire on the second anniversary of the date hereof; provided, however,
that this Agreement shall automatically be renewed for successive one year terms thereafter unless either party shall give written notice
to the other party not less than 30 days prior to the expiration of any term notifying the other party that such party is terminating
this Agreement upon the date on which the current term expires (the “Termination Date”).


 






     


     


    

 


3. Governing
Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware.


 


5. Amendment.
No waiver of any of the terms or conditions of this Agreement shall be effective or binding unless such waiver is in writing and is signed
by both of the parties hereto, nor shall this Agreement be changed, modified, discharged or terminated other than in accordance with its
terms, in whole or in part, except by a writing signed by both parties.


 


6. Notices.
All communications and notices relating to this Agreement are to be sent:


 


If to Lender:


SPI Energy
Co., Ltd.


4677 Old Ironsides
Drive, Suite 190


Santa Clara,
CA 95054


Attn:


Email:


 


If to Borrower:


 


Phoenix Motor Inc.


1500 Lakeview Loop


Anaheim, CA 92807


Attn: W. Chris Wang, Chief Financial Officer


Email: ChrisW@phoenixmotorcars.com


 


or to such other address as a party may designate
to the other and such notices shall be deemed duly given three (3) days after mailed or upon delivery by hand or upon receipt of
confirmed answer back if telephoned.


 


7. Interpretation.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be in effect only
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this
Agreement.


 


8. Entire Agreement.
This Agreement embodies the entire understanding of the parties with respect to the subject matter hereof, and there are no further or
other agreements or understandings. written or oral, in effect between the parties relating to the subject matter of this Agreement.


 


9. No Third Party
Rights. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of
this Agreement.


 


10. Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same Agreement.


 






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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first
written above.


 


	 	

    LENDER:

     

    SPI ENERGY CO., LTD.

	 	 	 
	 	 	 
	 	By:	/s/ Xiaofeng
    Denton Peng
	 	Name:
	 Xiaofeng Denton
                    Peng

    

	 	Title: 	Chief Executive Officer
	 	 
	 	BORROWER:

     

    PHOENIX MOTOR
    INC.

	 	 	 
	 	 	 
	 	By:	/s/ W. Chris Wang
	 	Name:
	 W. Chris Wang

    

	 	Title: 	Chief Financial Officer


 


Signature Page to
Intercompany Loan Agreement]


 






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EXHIBIT A


 


LIST OF CASH ADVANCES


 


	Date of Request	 	Amount of Cash Advance
	Cash Advance on 	 	$
	Cash Advance on	 	$
	TOTAL:	 	$



 






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EXHIBIT B


 


FORM OF CASH ADVANCE
REQUEST


 


,
2022


 


	To:	
    SPI ENERGY CO., LTD.

    4677 Old Ironsides Drive, Suite 190

    Santa Clara, CA 95054

	 	Attn:


 


Dear Sir:


 


We refer to the Intercompany Loan
Agreement dated as of _____________________ (called the “Agreement”) between SPI ENERGY CO., LTD and PHOENIX
MOTOR INC. Terms defined in the Agreement have the same meanings in this Cash Advance Request.


 


We hereby request pursuant to the Agreement
and on             , 20     [date of proposed Advance]
a Cash Advance of $            , payable by [        ]
your check or [        ] wire transfer, in accordance with our instructions.


 


	 	Very truly yours,
	 	 
	 	PHOENIX MOTOR INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	Title:	 


 






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