Exhibit 10.11

	
	PHOENIX MOTOR, INC.
INDEPENDENT DIRECTOR AGREEMENT
This INDEPENDENT DIRECTOR AGREEMENT (the "Agreement") is made
and entered into by and between Phoenix Motor, Inc., a Delaware corporation (the "Company"),
and Sam Van, a citizen of the United States, with a permanent residence at 50 Battery Place, Apt
SL, New York, NY 10280 (the "Independent Director"), on this 1st day of August, 2021,
effective as of the Date of the effectiveness of the Company's Registration Statement on Form S-
l(the "Effective Date").
WHEREAS, the Company desires to engage the Independent Director, and the
Independent Director desires to serve, as a non-employee director of the Company, subject to the
terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the recejpt of which is hereby acknowledged, the Company and the
Independent Director, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS.
(a) "Corporate Status" describes the capacity of the Independent
Director with respect to the Company and the services performed by the Independent Director in
that capacity.
(b) "Entity" shall mean any corporation, partnership, limited liability
company,joint venture, trust, foundation, association, organization or other legal entity.
( c) "Proceeding" shall mean any threatened, pending or completed
claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative
hearing, appeal, or any other proceeding, whether civil, criminal, administrative or investigative,
whether formal or informal, including a proceeding initiated by the Independent Director
pursuant to Section 12 of this Agreement to enforce the Independent Director's rights hereunder.
(d) "Expenses" shall mean all reasonable fees, costs and expenses,
approved by the Company in advance and reasonably incurred in connection with any
Proceeding, including, without limitation, attorneys' fees, disbursements and retainers, fees and
disbursements of expert witnesses, private investigators, professional advisors (including,
without limitation, accountants and investment bankers), court costs, transcript costs, fees of
experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission
charges, postage, delivery services, secretarial services, and other disbursements and expenses.
(e) "Liabilities" shall mean judgments, damages, liabilities, losses,
penalties, excise taxes, fines and amounts paid in settlement.
(f) "Parent" shall mean any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities ending with the Company, if
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	each of the corporations or entities, other than the Company, owns stock or other interests
possessing 50% or more of the economic interest or the total combined voting power of all
classes of stock or other interests in one of the other corporations or entities in the chain.
(g) "Subsidiary" shall mean any corporation or other entity ( other than
the Company) in any unbroken chain of corporations or other entities beginning with the
Company, if each of the corporations or entities, other than the last corporation or entity in the
unbroken chain, owns stock or other interests possessing 50% or more of the economic interest
or the total combined voting power of all classes of stock or other interests in one of the other
corporations or entities in the chain.
2. SERVICES OF INDEPENDENT DIRECTOR. While this Agreement is in
effect, the Independent Director shall perform duties as an independent director and/or a member
of the committees of the Board, be compensated for such and be reimbursed expenses in
accordance with the Schedule A attached to this Agreement, subject to the following.
(a) The Independent Director will perform services as is consistent
with Independent Director's position with the Company, as required and authorized by the By-
Laws and Articles of Incorporation or equivalent organizational documents of the Company, and
in accordance with high professional and ethical standards and all applicable laws and rules and
regulations pertaining to the Independent Director's performance hereunder, including without
limitation. laws, rules and regulations relating to a public company.
(b) The Independent Director is solely responsible for taxes arising out
of any compensation paid by the Company to the Independent Director under this Agreement,
and the Independent Director understands that he/she will be issued a U.S. Treasury form 1099
for any compensation paid to him/her by the Company. The Independent Director acknowledges
and agrees that because he is not an employee of the Company the Company will not withhold
any amounts for taxes from any of his payments under the Agreement.
( c) The Company may offset any and all monies payable to the
Independent Director to the extent of any monies owing to the Company from the Independent
Director.
( d) The rules and regulations of the Company notified to the
Independent Director, from time to time, apply to the Independent Director. Such rules and
regulations are subject to change by the Company in its sole discretion. Notwithstanding the
foregoing, in the event of any conflict or inconsistency between the terms and conditions of this
Agreement and rules and regulations of the Company, the terms of this Agreement control.
3. REQUIREMENTS OF INDEPENDENT DIRECTOR. During the term of
the Independent Director's services to the Company hereunder, Independent Director shall
observe all applicable laws and regulations relating to independent directors of a public company
as promulgated from to time, and shall not: (1) be an employee of the Company or any Parent or
Subsidiary; (2) accept, directly or indirectly, any consulting, advisory, or other compensatory fee
from the Company other than as a director and/or a member of a committee of the Board; (3) be
an affiliated person of the Company or any Parent or Subsidiary, as the term "affiliate" is defined
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	in I 7 CFR 240.I0A-3(e)(l), other than in his capacity as a director and/or a member ofa
committee of the Board; (4) possess an interest in any transaction with the Company or any
Parent or Subsidiary, for which disclosure would be required pursuant to 17 CFR 229.404(a),
other than in his capacity as a director and/or a member of a committee of the Board committees;
(5) be engaged in a business relationship with the Company or any Parent or Subsidiary, for
which disclosure would be required pursuant to 17 CFR 229 .404(b ), except that the required
beneficial interest therein shall be modified to be 5% hereby.
4. REPORT OBLIGATION. While this Agreement is in effect, the
Independent Director shall immediately report to the Company in the event: (1) the Independent
Director knows or has reason to know or should have known that any of the requirements
specified in Section 3 hereof is not satisfied or is not going to be satisfied; and (2) the
Independent Director simultaneously serves on an audit committee of any other public company.
5. TERM AND TERMINATION. The term of this Agreement and the
Independent Director's services hereunder shall be for three years from the Effective Date,
unless terminated as provided for in this Section 5. This Agreement and the Independent
Director's services hereunder shall terminate upon the earlier of the following:
(a) Removal of the Independent Director as a director of the
Company, upon proper Board or stockholder action in accordance with the By-Laws and Articles
of Incorporation or equivalent organiz.ational documents of the Company and applicable law;
(b) Resignation of the Independent Director as a director of the
Company upon written notice to the Board of Directors of the Company; or
(c) Termination of this Agreement. by the Company, in the event any
of the requirements specified in Section 3 hereof is not satisfied, as determined by the Company
in its sole discretion.
6. LIMITATION OF LIABILITY. In no event shall the Independent Director
be individually liable to the Company or its shareholders foi: any damages for breach of fiduciary
duty as an independent director of the Company, unless the Independent Director's act or failure
to act involves intentional misconduct, fraud or a knowing violation oflaw.
7. AGREEMENT OF INDEMNITY. The Company agrees to indemnify the
Independent Director as follows:
(a) Subject to the exceptions contained in Section 8(a) below, if the
Independent Director was or is a party or is threatened to be made a party to any Pro!)eeding
(other than an action by or in the right of the Company) by reason of the ~dependent Dir<;ctor's
Corporate Status, the Independent Director shall be indemnified by the Company against all
Expenses and Liabilities incurred or paid by the Independent Director in connection with such
Proceeding (referred to herein as "INDEMNIFIABLE EXPENSES" and "INDEMNIFIABLE
LIABILITIES," respectively, and collectively as "INDEMNIFIABLE AMOUNTS").
(b) Subject to the exceptions contained in Section 8(b) below, if the
Independent Director was or is a party or is threatened to be made a party to any Proceeding by
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	or in the right of the Company, to procure a judgment in its favor by reason of the Independent
Director's Corporate Status, the Independent Director shall be indemnified by the Company
against all Indemnifiable Expenses.
(c) For purposes ofthis Agreement, the Independent Director shall be
deemed to have acted in good faith in conducting the Company's affairs as an independent
director of the Company and/or a member of a committee of the Board of the Company, if the
Independent Director: (i) exercised or used the same degree of diligence, care, and skill as an
ordinarily prudent man would have exercised or used under the circumstances in the conduct of
his own affairs; or (ii) took, or omitted to take, an action in reliance upon advise of counsels or
other professional advisors for the Company, or upon statements made or information furnished
by other directors, officers or employees of the Company, or upon a financial statement of the
Company provided by a person in charge of its accounts or certified by a public accountant or a
firm of public accountants, which the Independent Director had reasonable grounds to believe to
be true.
8. EXCEPTIONS TO INDEMNIFICATION. Director shall be entitled to
indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following:
(a) If indemnification is requested under Section 7(a) and it has been
adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with
the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the
Independent Director failed to act in good faith and in a manner the Independent Director
reasonably believed to be in or not opposed to the best interests of the Company, (ii) the
Independent Director had reasonable cause to believe that the Independent Director's conduct
was unlawful, or (iii) the Independent Director's conduct constituted willful misconduct, fraud or
knowing violation of law, then the Independent Director shall not be entitled to payment of
Indemnifiable Amounts hereunder.
(b) If indemnification is requested under Section 7(b) and
(i) it has been adjudicated finally by a court or arbitral body of
competent jurisdiction that, in connection with the subject of the Proceeding out of which the
claim for indemnification has arisen, the Independent Director failed to act in good faith and in a
manner the Independent Director reasonably believed to be in or not opposed to the best interests
of the Company, including without limitation, the breach of Section 4 hereof by the Independent
Director, the Independent Director shall not be entitled to payment oflndemnifiable Expenses
hereunder; or
(ii) it has been adjudicated finally by a court or arbitral body of
competent jurisdiction that the Independent Director is liable to the Company with respect to any
claim, issue or matter involved in the Proceeding out of which the claim for indemnifi. cation has
arisen, including, without limitation, a claim that the Independent Director received an improper
benefit or improperly took advantage of a corporate opportunity, the Independent Director shall
not be entitled to payment of lndemnifiable Expenses hereunder with respect to such claim, issue
or matter.
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	9. WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other
provision of this Agreement, and without limiting any such provision, to the extent that the
Independent Director is, by reason of the Independent Director's Corporate Status, a party to and
is successful, on the merits or otherwise, in any Proceeding, the Independent Director shall be
indemnified in connection therewith. If the Independent Director is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify the Independent
Director against those Expenses reasonably incurred by the Independent Director or on the
Independent Director's behalf in connection with each successfully resolved claim, issue or
matter. For purposes of this section, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as
to such claim, issue or matter.
10. ADVANCES AND INTERIM EXPENSES. The Company may pay to the
Independent Director all Indemnifiable Expenses incurred by the Independent Director in
connection with any Proceeding, including a Proceeding by or in the right of the Company, in
advance of the final disposition of such Proceeding, if the Independent Director furnishes the
Company with a written undertaking, to the satisfaction of the Company, to repay the amount of
such Indemnifiable Expenses advanced to the Independent Director in the event it is finally
determined by a court or arbitral body of competent jurisdiction that the Independent Director is
not entitled under this Agreement to indemnification with respect to such Indemnifiable
Expenses.
11. PROCEDURE FOR PAYMENT OF INDEMNIFIABLE AMOUNTS.
The Independent Director shall submit to the Company a written request specifying the
Indemnifiable Amounts, for which the Independent Director seeks payment under Section 7
hereof and the Proceeding of which has been previously notified to the Company and approved
by the Company for indemnification hereunder. At the request of the Company, the Independent
Director shall furnish such documentation and information as are reasonably available to the
Independent Director and necessary to establish that the Independent Director is entitled to
indemnification hereunder. The Company shall pay such Indeminfiable Amounts within thirty
(30) days of receipt of all required documents.
12. REMEDIES OF INDEPENDENT DIRECTOR
(a) RIGHT TO PETITION COURT. In the event that the Independent
Director makes a request for payment of Indemnifiable Amounts under Sections 7, 9-11 above,
and the Company fails to make such payment or advancement in a timely manner pursuant to the
terms of this Agreement, the Independent Director may petition the appropriate judicial authority
to enforce the Company's obligations under this Agreement.
(b) BURDEN OF PROOF. In any judicial proceeding brought under
Section 12 (a) above, the Company shall have the burden of proving that the Independent
Director is not entitled to payment oflndemnifiable Amounts hereunder.
( c) EXPENSES. The Company agrees to reimburse the Independent
Director in full for any Expenses incurred by the Independent Director in connection with
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	investigating, preparing for, litigating, defending or settling any action brought by the
Independent Director under Section 12 (a) above, or in connection with any claim or
counterclaim brought by the Company in connection therewith.
(d) VALIDITY OF AGREEMENT. The Company shall be precluded
from asserting in any Proceeding, including, without limitation, an action under Section 12 (a)
above, that the provisions ofthis Agreement are not valid, binding and enforceable or that there
is insufficient consideration for this Agreement and shall stipulate in court that the Company is
bound by all the provisions of this Agreement.
(e) FAILURE TO ACT NOT A DEFENSE. The failure of the
Company (including its Board of Directors or any committee thereof, independent legal counsel,
or stockholders) to make a determination concerning the permissibility of the payment of
lndemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement
shall not be a defense in any action brought under Section 12 (a) above.
13. PROCEEDINGS AGAINST COMPANY. Except as otherwise provided
in this Agreement, the Independent Director shall not be entitled to payment oflndemnifiable
Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by
the Independent Director against the Company, any Entity which it controls, any director or
officer thereof, or any third party, unless the Company has consented to the initiation of such
Proceeding. This section shall not apply to counterclaims or affirmative defenses asserted by the
Independent Director in an action brought against the Independent Director.
14. INSURANCE. The Company may, at its discretion, obtain and maintain a
policy or policies of director and officer liability insurance, of which the Independent Director
will be named as an insured, providing the Independent Director with coverage for lndemnifiable
Amounts and/or lndemnifiable Expenses in accordance with said insurance policy or policies
("D&O INSURANCE"); provided that:
(a) The Independent Director agrees that, while the Company has
valid and effective D&O Insurance, and except as provided in (c) of this section, Sections 7-13
of this Agreement shall not apply, and the Company's indemnification obligation to the
Independent Director under this Agreement shall be deemed fulfilled by virtue of purchasing and
maintaining such insurance policy or policies, in accordance with the terms and conditions
thereof and subject to exclusions stated thereon. The Independent Director agrees that the
Company shall have no obligation to challenge the decisions made by the insurance carrier(s)
("INSURANCE CARRIER") relating to any claims made under such insurance policy or
policies;
(b) The Independent Director agrees that the Company's
indemnification obligation to the Independent Director under (a) of this section shall be deemed
discharged and terminated, in the event the Insurance Carrier refused payment for an:y
Proceedings against the Independent Director due to the acts or omissions of the Independent
Director;
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	(c) While the D&O Insurance is valid and effective, the Company
agrees that it shall indemnify the Independent Director for the Indem.nifiable Amounts and
Indemnifiable Expenses, to the extent that any Proceedings are coverable by D&O Insurance, but
in excess of the policy amount, in accordance with Sections 7-13 of this Agreement; and
( d) While the D&O Insurance is valid and effective, this Section 14
states the entire and exclusive remedy of the Independent Director with respect to the
indemnification obligation of the Company to the Independent Director under this Agreement.
15. SUBROGATION. In the event of any payment oflndemnifiable Amounts
under this Agreement or the D&O Insurance, the Company or its Insurance Carrier, as the case
may be, shall be subrogated to the extent of such payment to all of the rights of contribution or
recovery of the Independent Director against other persons, and the Independent Director shall
take, at the request of the Company, all reasonable action necessary to secure such rights,
including the execution of such documents as are necessary to enable the Company to bring suit
to enforce such rights.
16. AUTHORITY. Each party has all necessary power and authority to enter
into, and be bound by the terms of, this Agreement, and the execution, delivery and performance
of the undertakings contemplated by this Agreement have been duly authorized by each party
hereto:
17. SUCCESSORS AND ASSIGNMENT. This Agreement shall (a) be
binding upon and inure to the benefit of all successors and assigns of the Company (including
any transferee of all or a substantial portion of the business, stock and/or assets of the Company
and any direct or indirect successor by merger or consolidation or otherwise by operation of
law), and (b) be binding on and shall inure to the benefit of the heirs, personal representatives,
executors and administrators of the Independent Director. The Independent Director has no
power to assign this Agreement or any rights and obligations hereunder.
18. CHANGE 1N LAW. To the extent that a change in applicable law
(whether by statute or judicial decision) shall mandate broader or narrower indemnification than
is provided hereunder, the Independent Director shall be subject to such broader or narrower
indemnification and this Agreement shall be deemed to be amended to such extent.
19. SEVERABlLITY. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement, or any clause thereof, shall be determined by a court of competent
jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause
shall be limited or modified in its application to the minimum extent necessary to make such
provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this
Agreement shall remain fully enforceable and binding on the parties.
' 20. MODIFICATIONS AND WAIVER. Except as provided in Section 18
hereof with respect to changes in applicable law which broaden or narrow the right of the
Independent Director to be indemnified by the Company, no supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by each of the parties
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	-
hereto. No delay in exercise or non-exercise by the Company of any right under this Agreement
shall operate as a current or future waiver by it as to its same or different rights under this
Agreement or otherwise.
21. NOTICES. All notices, requests, demands and other communica~ions
hereunder shall be in writing and shall be deemed to have been duly given (a) when dehvered by
hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified
or registered mail with postage prepaid, on the third business day after the date en which it is so
mailed:
Ifto Independent Director, to:
Sam Van
50 Battery Place, Apt SL
New Yorlc, NY l 0280
Email: svan@deltecial.com
Ifto the Company, to: Chris Wang, CFO, Phoenix Motors, Inc., [ADDRESS], or to such other
address as may have been furnished in the same manner by any party to the others.
22. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced under the laws of the State of New York.
23. CONSENT TO JURISDICTION. The parties hereby consent to the
jurisdiction of the courts having jurisdiction over matters arising in New York County, New
York for any proceeding arising out of or relating to this Agreement. The parties agree that in
any such proceeding, each party shall waive, if applicable, inconvenience of forum and right to a
jury.
24. AGREEMENT GOVERNS. This Agreement is to be deemed consistent
wherever possible with relevant provisions of the By-Laws and Articles of Incorporation of the
Company; however, in the event of a conflict between this Agreement and such provisions, the
provisions of this Agreement shall control.
25. INDEPENDENT CONTRACTOR. The parties understand, acknowledge
and agree that the Independent Director's relationship with the Company is that of an
independent contractor and nothing in this Agreement is intended to or should be construed to
create a relationship other than that of independent contractor. Nothing in this Agreement shall
be construed as a contract of employment/engagement between the Independent Director and the
Company or as a commitment on the part of the Company to retain the Independent Director in
any capacity, for any period of time or under any specific terms or conditions, or to continue the
Independent Director's service to the Company beyond any period.
26. ARBITRATION. Any dispute, controversy or claim arising out of or
relating to this Agreement or the breach thereof, shall be settled by arbitration, before one
arbitrator in accordance with the rules of the American Arbitration Association then in effect and
judgment upon the award rendered by the arbitrator may be entered in any court having
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	jurisdiction. The arbitrator will be selected, by the parties, from a panel of attorney arbitrators.
The parties agree that any arbitration shall be held in New York, New York. The language of the
arbitration shall be in English. The arbitrator will have no authority to make any relief, finding or
award that does not conform to the terms and conditions of this Agreement. Each party shall bear
its own attorneys' or expert fees and any and all other party specific costs. Either party, before or
during any arbitration, may apply to a court having jurisdiction for a restraining order or
injunction where such relief is necessary to protect its interests. Prior to initiation of arbitration,
the aggrieved party will give the other party written notice, in accordance with this Agreement,
describing the claim as to which it intends to initiate arbitration.
27. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Company and the Independent Director with respect to the subject matter hereof,
and supersedes all prior understandings and agreements with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Independent
Director Indemnification Agreement as of the day and year first above written.
AGREED
Phoenix Motor, Inc.
Name: Chris Wang
Title: CFO
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AGREED
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	SCHEDULE A
I POSITION:
INDEPENDENT DIRECTOR.
II. COMPENSATION:
FEES. For all services rendered by the Independent Director pursuant to this
Agreement, both during and outside of normal working hours, including but not limited to,
attending all required meetings of the Board or applicable committees thereof, executive sessions
of the independent directors, reviewing filing reports and other corporate documents as requested
by the Company, providing comments and opinions as to business matters as requested by the
Company, the Company agrees to pay to the Independent Director an annual fee in cash of
$20,000 (the "Base Fee") and grant annually 15,000 stock options to purchase our shares with an
exercise price of$0.0l per share, vesting in equal quarterly installments over the course of the
year (the "Options") during the Term. The Base Fee shall be paid in cash to the Independent
Director on a quarterly basis in equal installments on the last day of each calendar quarter.
EXPENSES. During the term of the Independent Director's service as a director
of the Company, the Company shall promptly reimburse the Independent Director for all
expenses approved by the Company in advance and incurred by him/her in connection with
attending (a) all meetings of the Board or applicable committees thereof, (b) executive sessions
of the independent directors, and ( c) stockholder meetings, as a director or a member of any
committee of the Board, which are approved by the Company in advance. In addition, the
Independent Director shall rely on the Company to arrange all hotel accommodations in
connection with any such meetings the Independent Director must attend. The amount of such
expenses eligible for reimbursement by the Company during a calendar year shall not affect such
expenses eligible for reimbursement by the Company in any other calendar year, and the
reimbursement of any such eligible expenses shall be made on or before the last day of the
calendar year next following the calendar year in which the expense was incurred.
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	NO OTHER BENEFITS OR COMPENSATION. The Independent Director
acknowledges and agrees that he/she is not granted and is not entitled to any other benefits or
compensation from the Company for the services provided under this Agreement except
expressly provided for in this Schedule A.
AGREED
Phoenix Motor, Inc.
Name:
Title:
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AGREED
Name: Sam Van
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