Browse EX-10 agreements

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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).

Warrant Certificate No.: WC#	Right to Purchase 568,181 Common Shares
Number of Warrants: 568,181

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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).

Warrant Certificate No.: WC#	Right to Purchase 543,478 Common Shares
Number of Warrants: 543,478

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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).

Warrant Certificate No.: WC#		Right to Purchase 543,478 Common Shares
Number of Warrants: 543,478

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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.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a) "$" means lawful currency of the United States of America;

(b) "Advance Date" has the meaning set out in Section 2.1;

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LOAN AGREEMENT

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

BETWEEN:

COUNTRYMAN INVESTMENTS LTD., 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 USD $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 USD $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.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a) "$" means lawful currency of the United States of America;

(b) "Advance Date" has the meaning set out in Section 2.1;

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") is dated effective as of the 27th day of June, 2025.

BETWEEN:

COUNTRYMAN INVESTMENTS LTD., 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 USD $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 USD $100,000 (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.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a) "$" means lawful currency of the United States of America;

(b) "Advance Date" has the meaning set out in Section 2.1;

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") is dated effective as of the 27th day of June, 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$100,000 (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.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a) "$" means lawful currency of the United States of America;

(b) "Advance Date" has the meaning set out in Section 2.1;

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") is dated effective as of the 6th day of June, 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$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.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a) "$" means lawful currency of the United States of America;

(b) "Advance Date" has the meaning set out in Section 2.1;

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") is dated effective as of the 6th day of June, 2025.

BETWEEN:

COUNTRYMAN INVESTMENTS LTD., 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 USD $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 USD $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.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a) "$" means lawful currency of the United States of America;

(b) "Advance Date" has the meaning set out in Section 2.1;

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LOAN AGREEMENT

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

BETWEEN:

COUNTRYMAN INVESTMENTS LTD., 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 USD $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 USD $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.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a) "$" means lawful currency of the United States of America;

(b) "Advance Date" has the meaning set out in Section 2.1;

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LOAN AGREEMENT

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

BETWEEN:

KOKO FINANCIAL SERVICES LTD., 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 $100,000 (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.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a) "$" means lawful currency of the United States of America;

(b) "Advance Date" has the meaning set out in Section 2.1;

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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.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a) "$" means lawful currency of the United States of America;

(b) "Advance Date" has the meaning set out in Section 2.1;

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