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

Exhibit 10.5

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.

After receiving the first edition of functional requirements and accepted by Party A, Party A shall pay 44.9% of the total payment, that is $665,000 USD as the buyout fee.

Parties further agree to a compensation of $420,500 USD due and payable to Party B, to be paid through common stock issued by Phoenix Motor Inc with the specific payment terms be separately outlined in a purchase agreement between the Party B and Phoenix Motor Inc, .and the remaining $244,500 is payable separately by cash.

After receiving written instructions from Party A, Party B will submit the final edition of functional requirements. After receiving the final edition of functional requirements, Party A shall pay 49.6% of the total payment, that is $733,500USD.

After acceptance of deliverables, Party A shall pay 5.5% of the total payment, that is $81,500 USD.

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.

The service scope of this project mainly includes the functional requirements of In-Vehicle Infotainment domain (IVI domain), Advanced Driver Assistance System domain (ADAS domain) and Network communication design of the ground up design GEN 5.0 project that Party A plans to develop.

Party B shall be responsible for:

IVI domain functional requirement design.

ADAS domain functional requirement design.

Network design.

Party B shall carry out the development work according to the key time points of the project, which are as follows:

Note: During the implementation of the project, the parties shall negotiate separately if any milestone changes.

6.4.1 Function List design of IVI/ADAS domain.

According to Party A's vehicle configuration table and other information input, Party B is responsible for the design of the vehicle IVI、ADAS domain function list.

The function list mainly includes the following contents:

①Function ID.

②Functional System.

③Main function

④Sub-function.

⑤Function Description.

6.4.2 IVI、ADAS function Design.

Function design is the design basis of forward development. According to the IVI、ADAS function list and their own mass production experience, Party B should conduct Use Case (hereafter refers to UC for short) analysis on the functions of each subsystem based on the function scenarios, define the function scenarios and the scope of application of the scenarios, and define implementation strategy of functions.

The functional specification should include the following:

①Compiling, reviewing and approving information.

②Version record, including version number, change record, person of preparation, date, etc.

③Documentation introduction, including purpose, scope of application, target audience, reference documents, terms and abbreviations, etc.

④Function use case scenario, which defines preconditions, basic event flow, and exceptional event flow of the function scenario.

⑤Function implementation logic, including partial complex function state machine, function state jump definition, etc.

⑥Functional requirements include: function overview, trigger conditions, feedback information and closing conditions.

⑦Non-functional requirements include power mode, installation requirements, diagnostic requirements, regulatory requirements, and other requirements.

6.4.3 IVI、ADAS function realization design. IVI、ADAS

Party B shall, based on its previous project experience and party A's existing component technical data, formulate design specifications for functional realization, which shall include the following contents:

①Define function allocation and function implementation scheme.

②Component interaction diagram.

③Definition of interactive signals.

6.4.4 IVI、ADAS Component Functional Requirement Design. IVI、ADAS

Based on the results of functional design, Party B should complete the specification design of ECUs function requirement.

ECUs functional requirements specifications need to include the following:

①ECU's input interface information.

②ECU output interface information.

③Strategy of functional logic implemented by ECU.

④Function requirement should meet the relevant requirements of the mandatory regulations of the domestic automobile industry.

6.4.5 Network Development.

6.4.5.1 Network topology design.

Party B shall, according to vehicle design requirements, formulate a feasible network topology scheme and design the network topology. This stage mainly outputs the network topology architecture benchmarking report and network topology scheme.

6.4.5.2 Network Design.

The CAN network communication requirements specification includes physical layer, data link layer, interaction layer and network fault handling. This specification is one of the platform generalization specifications. The platform generalization specification can be reused for all models on the network platform. Party B completes the CAN/CANFD/LIN requirement specification design, including but not limited to:

①CAN/CANFD communication requirements specification .

②CAN/CANFD network management requirements specification.

③CAN/CANFD Gateway Requirements Specification.

④LIN BUS communication requirements specification.

6.4.5.3 CAN/CANFD/LIN Communication Matrix and DBC design. CAN/CANFD/LIN

Party B needs to define the signal list and communication matrix of the whole vehicle network node based on its own experience and project requirements, and prepare the GW routing requirement documents. They are:

①CAN/CANFD signal list design, including signal definition, layout, ID, cycle and other designs, to meet the development of parts.

②LIN signal list design, including signal definition, layout, ID, cycle and other designs, to meet the development of ECUs.

③Routing specification and routing table design, including routing between CAN, CAN FD, LIN communications, including signal routing and message routing。

④Communication database design work, including DBC, LDF files. etc.

⑤Communication simulation work, analysis of message and signal transmission delay simulation, to evaluate the impact and optimization of functions.

Party B provides tools for converting Excel signal list to CAN and LIN database files.

6.4.5.4 Communication design RASIC.

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.

10.4 Applicable Law and Dispute Resolution

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.

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