Browse EX-10 agreements

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LOAN AGREEMENT

**THIS LOAN AGREEMENT **(this "Agreement") is dated effective as of the 28th day of May, 2025.

BETWEEN:

FWP HOLDINGS LLC, a corporation having an address at #

(Email: #)

(the "Lender")

AND:

GREENPOWER MOTOR COMPANY INC., a corporation having an address at #

(Email: #)

(the "Borrower")

WHEREAS:

A. The Borrower intends to borrow up to $2,000,000 in tranches from several lenders (the "Loan Facility") with the Lender participating in the first tranche of the Loan Facility pursuant to this Agreement;

B. The Lender has agreed to provide a loan in the principal amount of $150,000 (the "Principal Amount") to the Company in accordance with the terms and conditions of this Agreement; and

C. The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

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THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WILL NOT TRADE THE SECURITIES BEFORE MAY 13, 2026.

WARRANT CERTIFICATE

GREENPOWER MOTOR COMPANY INC.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS

DEFINED HEREIN).

Warrant Certificate No.: #	Right to Purchase 2,016,129 Common Shares
Number of Warrants: 2,016,129

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THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WILL NOT TRADE THE SECURITIES BEFORE OCTOBER 28, 2025.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 28, 2025.

WARRANT CERTIFICATE

GREENPOWER MOTOR COMPANY INC.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS DEFINED HEREIN).

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Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (File No. 333-276209) and Form S-8 (No. 333-261422) of GreenPower Motor Company Inc. ("the Company") of our report dated July 30, 2025, relating to the consolidated financial statements of the Company appearing in this Annual Report on Form 20-F. Our report contains an explanatory paragraph regarding the Company's ability to continue as a going concern.

/s/ BDO Canada LLP

Vancouver, Canada

August 17, 2026

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THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WILL NOT TRADE THE SECURITIES BEFORE SEPTEMBER 15, 2025.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL SEPTEMBER 15, 2025.

WARRANT CERTIFICATE

GREENPOWER MOTOR COMPANY INC.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS DEFINED HEREIN).

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LOAN AGREEMENT

**THIS LOAN AGREEMENT **(this "Agreement") is dated effective as of the 4th day of July, 2025.

BETWEEN:

FWP ACQUISITION CORP., a corporation having an address at #

(Email: #)

(the "Lender")

AND:

GREENPOWER MOTOR COMPANY INC., a corporation having an address at

#

(Email: #)

(the "Borrower")

WHEREAS:

A. The Borrower intends to borrow up to $2,000,000 in tranches from several lenders (the "Loan Facility") with the Lender participating in the first tranche of the Loan Facility pursuant to this Agreement;

B. The Lender has agreed to provide a loan in the principal amount of US$125,000 (the "Principal Amount") to the Company in accordance with the terms and conditions of this Agreement; and

C. The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

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LOAN AGREEMENT

**THIS LOAN AGREEMENT **(this "Agreement") is dated effective as of the 14th day of May, 2025.

BETWEEN:

FWP ACQUISITION CORP., a corporation having an address at #

(Email: #)

(the "Lender")

AND:

GREENPOWER MOTOR COMPANY INC., a corporation having an address at #

(Email: #)

(the "Borrower")

WHEREAS:

A. The Borrower intends to borrow up to $2,000,000 in tranches from several lenders (the "Loan Facility") with the Lender participating in the first tranche of the Loan Facility pursuant to this Agreement;

B. The Lender has agreed to provide a loan in the principal amount of $250,000 (the "Principal Amount") to the Company in accordance with the terms and conditions of this Agreement; and

C. The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

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EXHIBIT 10.59

CERTIFICATIONS

I, Fraser Atkinson, certify that:

1. I have reviewed this annual report on Form 20-F of GreenPower Motor Company Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

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LOAN AGREEMENT

**THIS LOAN AGREEMENT **(this "Agreement") is dated effective as of the 14th day of May, 2025.

BETWEEN:

COUNTRYMAN INVESTMENTS LIMITED, a corporation having an address at #

(Email: #)

(the "Lender")

AND:

GREENPOWER MOTOR COMPANY INC., a corporation having an address at

#

(Email: #)

(the "Borrower")

WHEREAS:

A. The Borrower intends to borrow up to $2,000,000 USD in tranches from several lenders (the "Loan Facility") with the Lender participating in the first tranche of the Loan Facility pursuant to this Agreement;

B. The Lender has agreed to provide a loan in the principal amount of $250,000 USD (the "Principal Amount") to the Company in accordance with the terms and conditions of this Agreement; and

C. The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

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EXHIBIT 10.60

***CERTIFICATIONS ***

I, Michael Sieffert, certify that:

1. I have reviewed this annual report on Form 20-F of GreenPower Motor Company Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

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THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WILL NOT TRADE THE SECURITIES BEFORE OCTOBER 7, 2025.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 7, 2025.

WARRANT CERTIFICATE

GREENPOWER MOTOR COMPANY INC.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS

DEFINED HEREIN).

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THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WILL NOT TRADE THE SECURITIES BEFORE SEPTEMBER 29, 2025.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL SEPTEMBER 29, 2025.

WARRANT CERTIFICATE

GREENPOWER MOTOR COMPANY INC.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS

DEFINED HEREIN).

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