First Service Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023

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.

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.

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.

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

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”).

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

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.

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.

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]

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

Contents

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.

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:

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

FTA (Verify reference)

See FMVSS for applicable sections

NYS DOT: (Verify Reference)

Add notes regarding advisory letters received from NYS Dot

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

Table 1 Vehicle performance targets

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

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.

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.

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

5.2 Project Management Deliverables

Table 3 Project Management Deliverables

5.3 Electronic Control Deliverables

Table 4 Electronic control deliverables

5.4 Electronic and Electrical Architecture Deliverables

Table 5 Electronic and electrical architecture deliverables

5.5 Test Deliverables

Table 6 Test deliverables

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