EX 10.43

Proterra Operating Company, Inc.

March 14, 2023

PRIVATE AND CONFIDENTIAL

Via: Email

CSI I Prodigy Holdco LP

CSI Prodigy Co-Investment LP

CSI GP I LLC

CSI PRTA Co-Investment LP

599 Lexington Avenue, 20th Floor

New York, NY 10022

Re: Limited Waiver Pursuant to Note Purchase Agreement and Secured Convertible Promissory Notes

Ladies and Gentlemen:

We refer to that certain Note Purchase Agreement, dated as of August 4, 2020, by and among Proterra Operating Company, Inc., a Delaware corporation formerly known as Proterra Inc. (the “Company”), the Investors (as defined therein) from time to time party thereto, the Guarantors (as defined therein) from time to time party thereto and CSI GP I LLC, as collateral agent (the “Purchase Agreement”), and the Secured Convertible Promissory Notes in the initial aggregate principal amount of $200,000,000.00 issued pursuant thereto (the “Notes”). CSI Prodigy Holdco LP, CSI Prodigy Co-Investment LP, CS GP I LLC and CSI PRTA Co-Investment LP (collectively, the “Cowen Parties”) purchased and continue to hold Notes in initial aggregate principal amount of $150,000,000.00. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.

The Company has (i) informed the Cowen Parties that the financial statements to be delivered in accordance with Section 7.1(a)(i) of the Purchase Agreement for the fiscal year ended December 31, 2022 are expected to contain a qualification (or similar notation) as to going concern in contravention of the express requirement of Section 7.1(a)(i) (the “Anticipated Default”) and (ii) requested a limited advance waiver of the Anticipated Default pursuant to Section 10.11 of the Purchase Agreement. The waiver in the foregoing sentence shall, (i) where applicable and as permitted by Section 10.11 of the Purchase Agreement, be given prospective effect notwithstanding the date of this letter and, notwithstanding any terms set forth in the Purchase Agreement and for the avoidance of doubt, no Default or Event of Default shall occur due to the Company’s or any Guarantor’s failure to observe or perform any covenant under Section 7.1(a) (in connection with the delivery by the Company of audited and certified financial statements for the fiscal year ending December 31, 2022 and that arises solely because such financial statements contain a qualification (or similar notation) as to going concern and (ii) expire and be of no further force and effect on March 31, 2023 (and an Event of Default shall occur if the Company or any Guarantor fails to observe or perform any covenant under Section 7.1(a) (including in connection with the delivery by the Company of audited and certified financial statements for the fiscal year ending December 31, 2022 that contain a qualification (or similar notation) as to going concern).

Section 10.11 of the Purchase Agreement provides that any term of the Financing Documents may be amended and the observance of any term of the Financing Documents may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and (a) the holders of Notes representing the majority of the aggregate Principal Balances (as defined in the Notes) of all the Notes then outstanding and (b) if the Cowen Investors, in the aggregate, hold Notes having an aggregate stated principal amount (excluding any increase thereto for PIK interest) in excess of fifty million Dollars ($50,000,000), the Cowen Investors holding a majority of the aggregate Principal Balances (as defined in the Notes) of all of the Notes held by Cowen Investors ((a) and (b) together, the “Required Holders”), and that any such amendment or waiver shall be binding upon each holder of the Notes then outstanding, each future holder of such securities, and the Company.

By the signatures of the Required Holders below, the Required Holders, subject to the terms and conditions described herein, grant the prospective waiver of the Anticipated Default under Section 7.1(a)(i) of the Purchase Agreement. For the avoidance of doubt, except as otherwise expressly provided herein, this waiver does not change, modify, amend or waive any other terms and conditions of the Notes, the Purchase Agreement or any other documents or instruments related to any of the foregoing.

This waiver may be executed in two or more counterparts, including delivery by electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

This waiver shall be governed by and construed in accordance with the internal laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

[Signature Page Follows]

If you are in agreement with the foregoing, please sign a counterpart copy of this waiver and return same to my attention.

Very truly yours,

PROTERRA OPERATING COMPANY, INC.

By:	/s/ Gareth Joyce
Name:	Gareth Joyce
Title:	CEO

ACCEPTED AND AGREED TO:
CSI I PRODIGY HOLDCO LP
By: CSI GP I LLC, its general partner
By:	/s/ Vusal Najafov
Name:	Vusal Najafov
Title:	Co-head of CSI
ACCEPTED AND AGREED TO:
CSI PRODIGY CO-INVESTMENT LP
By: CSI GP I LLC, its general partner
By:	/s/ Vusal Najafov
Name:	Vusal Najafov
Title:	Co-head of CSI
CSI PRTA CO-INVESTMENT LP
By: CSI GP I LLC, its general partner
By:	/s/ Vusal Najafov
Name:	Vusal Najafov
Title:	Co-head of CSI
CSI GP I LLC
By:	/s/ Vusal Najafov
Name:	Vusal Najafov
Title:	Co-head of CSI