Exhibit 10.11


 


ATIEVA, INC.


 


2014 SHARE PLAN


 


NOTICE OF SHARE OPTION GRANT


 


	«Optionee»
	 
	Address:	       	 
	 
	 	 	 






 


You have been granted an option to purchase
Common Shares of Atieva, Inc. (the “Company”) as follows:


 


	 	Board Approval Date:	«BoardApproval»
	 	 	 
	 	Date of Grant:	«GrantDate»
	 	 	 
	 	Exercise Price per Share:	«ExercisePrice»
	 	 	 
	 	Total Number of Shares Granted:	«NoofShares»
	 	 	 
	 	Total Exercise Price:	$«TotalExercisePrice»
	 	 	 
	 	Type of Option:	«GrantType» Share Option (“«ISONSO»”)
	 	 	 
	 	Expiration Date:	«ExpirationDate»
	 	 	 
	 	Vesting Commencement Date:	«VCD»
	 	 	 
	 	Vesting/Exercise Schedule:	So long as you are in Continuous Service Status with the Company (as defined in the Atieva,Inc. 2014 Share Plan), the
    Shares underlying this Option shall vest and become exercisable in accordance with the following schedule:
    «VestingSchedule»
	 	 	 
	 	Termination Period:	This Option may be exercised for 90 days after termination of Optionee’s Continuous Service Status except as set
    out in Section 5 of the Option Agreement (but in no event later than the Expiration Date). Optionee is responsible for
    keeping track of these exercise periods following termination for any reason of his or her service relationship with the
    Company. The Company will not provide further notice of such periods.
	 	 	 
	 	Transferability:	This Option may not be transferred.



 


By your signature and the signature
of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms
and conditions of the Atieva, Inc. 2014 Share Plan and the Share Option Agreement, both of which are attached and made a
part of this document.


 






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In addition, you agree and acknowledge that
your rights to any Shares underlying the Option will be earned only as you provide services to the Company over time, that the
grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement Date, and
that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship
with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate
that relationship at any time, for any reason, with or without cause.


 


The per share “Exercise Price” is intended
to be at least equal to the fair market value of the Company’s Common Shares at the date of grant. The Company has attempted
in good faith to make the fair market value determination in compliance with applicable tax law although there can be no certainty
that the IRS will agree. If the IRS does not agree and asserts the fair market value at the time of grant is higher than the Exercise
Price, the IRS could seek to impose greater taxes on you, including interest and penalties under Internal Revenue Code Section 409A.
While the Company thinks this is an unlikely event, the Company cannot provide absolute assurance and you may want to consult
your own tax adviser with any questions.


 


	 	 	ATIEVA, INC.
	 	 	 
	 	 	By:	               
	«Optionee»	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	 	 
	 	 	 



 


 


 


IRS
Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice
contained in this communication (including any attachments) (i) was not intended or written to be used, and cannot be used,
for the purpose of avoiding any tax penalty and (ii) was not written to promote, market or recommend the transaction or matter
addressed in the communication. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an
independent tax advisor.


 



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ATIEVA, INC.


 


2014 SHARE PLAN


 


SHARE OPTION AGREEMENT


 


1.             Grant
of Option. Atieva, Inc., an exempted company incorporated under the laws of the Cayman Islands (the
 “Company”), hereby grants to «Optionee» (“Optionee”), an option (the
 “Option”) to purchase the total number of Common Shares (the “Shares”) set forth in the
Notice of Share Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the
 “Exercise Price”) subject to the terms, definitions and provisions of the Atieva, Inc. 2014 Share
Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless
otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.


 


2.             Designation
of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the Code only to the
extent so designated in the Notice, and to the extent it is not so designated or to the extent the Option does not qualify as an
Incentive Stock Option under Applicable Law, then it is intended to be and will be treated as a Nonstatutory Stock Option.


 


Notwithstanding the above, if designated
as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other Incentive Stock Options granted
to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable
in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering
such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option,
in accordance with Section 5(c) of the Plan.


 


3.             Exercise of Option. This
Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the
provisions of Section 9 of the Plan as follows:


 


		(a)	Right to Exercise.



 


 (i)             This Option may not be exercised for a fraction of a share.




 


(ii)            In the
event of Optionee’s death, Disability or other termination of employment, the exercisability of the Option is governed
by Section 5 below, subject to the limitations contained in this Section 3.


 


(iii)           In no event may this Option be
exercised after the Expiration Date of the Option as set forth in the Notice.


 



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(b)           Method
of Exercise.


 


(i)             This Option shall be exercisable
by execution and delivery of the Exercise Notice and Restricted Share Purchase Agreement attached hereto as Exhibit A
(the “Exercise Agreement”) or of any other form of written notice approved for such purpose by the Company which
shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised,
and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be
required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered
to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The
written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt
by the Company of such written notice accompanied by the Exercise Price.


 


(ii)            As a condition to the exercise
of this Option and as further set forth in Section 11 of the Plan, Optionee agrees to make adequate provision for federal,
state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares,
whether by withholding, direct payment to the Company, or otherwise.


 


(iii)           The Company is not obligated,
and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery
would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel, or
if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a
violation of any applicable federal or state securities or other law or regulation, including any rule under Part 221
of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. This Option may not be exercised until
such time as the Plan has been approved by the shareholders of the Company. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws.
Assuming such compliance, for income tax purposes, the Shares shall be considered transferred to Optionee on the date on which
the Option is exercised with respect to such Shares.


 


4.             Method of Payment. Payment
of the Exercise Price shall be by any of the following, or a combination of the following, at the election of Optionee:


 


 (a)           cash or check from any lawful source of U.S. currency:




 


 (b)           cancellation of indebtedness;




 


(c)           subject to any requirements of
Applicable Laws, delivery of Optionee’s promissory note having such recourse, interest, security and redemption
provisions as the Administrator determines to be appropriate;


 


(d)           by surrender of other shares (meaning,
shares not subject to this Option) of Common Shares of the Company that have an aggregate Fair Market Value on the date of surrender
equal to the Exercise Price of the Shares as to which the Option is being exercised. In the case of shares acquired directly or
indirectly from the Company, such shares must have been owned by Optionee for more than six (6) months on the date of surrender
(or such other period of time as is necessary to avoid the Company’s incurring adverse accounting charges); or


 


(e)            following
the date, if any, upon which the Common Shares is a Listed Security, and if the Company is at such time permitting
 “same day sale” cashless brokered exercises, delivery of a properly executed exercise notice together with
irrevocable instructions to a broker participating in such cashless brokered exercise program to deliver promptly to the
Company the amount required to pay the exercise price (and applicable withholding taxes).


 






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5.             Termination of Relationship; Early
Termination of Option. Following the date of termination of Optionee’s Continuous Service Status for any reason (the
 “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 5.
To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise
this Option within the Termination Period set forth in the Notice or the termination periods set forth below, the Option shall
terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option as set forth in the
Notice.


 


(a)            Termination.
In the event of termination of Optionee’s Continuous Service Status other than as a result of Optionee’s
Disability or death or for Cause, Optionee may, to the extent Optionee is vested in the Option Shares at the Termination
Date, exercise this Option during the Termination Period set forth in the Notice.


 


(b)           Other Terminations of Relationship.
In connection with any termination other than a termination covered by Section 5(a), Optionee may exercise the Option only
as described below:


 


(i)             Termination upon Disability
of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s
Disability, Optionee may, but only within twelve months from the Termination Date, exercise this Option to the extent Optionee
was vested in the Option Shares as of such Termination Date.


 


(ii)            Death
of Optionee. In the event of the death of Optionee (a) during the term of this Option and while an Employee or
Consultant of the Company and having been in Continuous Service Status since the date of grant of the Option, or
(b) within thirty (30) days after Optionee’s Termination Date, the Option may be exercised at any time within
twelve months following the date of death by Optionee’s estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent Optionee was vested in the Option as of the Termination Date.


 


(iii)           Termination
for Cause. In the event Optionee’s Continuous Service Status is terminated for Cause, the Option shall
terminate immediately upon such termination for Cause as set forth in Section 9(b)(iv) of the Plan. In the event
Optionee’s employment or consulting relationship with the Company is suspended pending investigation of whether such
relationship shall be terminated for Cause, all Optionee’s rights under the Option, including the right to exercise the
Option, shall be suspended during the investigation period, also as set forth in Section 9(b)(iv) of the Plan. The
Administrator shall have authority to effect such procedures and take such actions as are necessary to carry out the legal
intent of this Section 5(b)(iii), including such procedures and actions as are required to cause Optionee to return to
the Company Shares purchased under the Option that have been purchased or that vested within six months of the events giving
rise to the for-Cause termination of Optionee's Continuous Service Status and, if such Shares have been transferred by the
Optionee, to remit to the Company the value of such transferred Shares, also as set forth in Section 9(b)(iv) of
the Plan.


 


(c)            Termination
of Option. This Option may terminate prior to its Expiration Date and prior to the dates specified under Section 5(a) and
(b) above under certain circumstances as set forth in Section 13 of the Plan.


 


6.             Non-Transferability
of Option. Except as otherwise set forth in the Notice, this Option may not be transferred in any manner other than by
will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms
of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.


 






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7.             Tax
Consequences. The Company has not provided any tax advice with respect to this Option or the disposition of the Shares.
Optionee should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of
the grant, exercise, assignment, release, cancellation or any other disposal of this Option (each, a “Trigger Event”)
and on any subsequent sale or disposition of the Shares. Optionee is responsible for, and
by accepting this Option under the Plan agrees to bear, all taxes of any nature that are legally imposed upon Optionee in connection
with this Option, and the Company does not assume, and will not be liable to any party for, any cost or liability arising in connection
with such tax liability legally imposed on Optionee. Optionee should also take advice
in respect of the taxation indemnity provisions under Section 8 below. The per share Exercise Price of the Option is intended
to be at least equal to the fair market value of the Company’s Common Shares at the date of grant. The Company has attempted
in good faith to make the fair market value determination in compliance with applicable tax law although there can be no certainty
that the IRS will agree. If the IRS does not agree and asserts the fair market value at the time of grant is higher than the Exercise
Price, the IRS could seek to impose greater taxes on Optionee, including interest and penalties under Internal Revenue Code Section 409A.
While the Company thinks this is an unlikely event, the Company cannot provide absolute assurance and Optionee may want to consult
Optionee’s own tax adviser with any questions.


 


8.             Optionee’s
Taxation Indemnity.


 


(a)            To the extent permitted by law, Optionee
hereby agrees to indemnify and keep indemnified the Company and the Company as trustee for and on behalf of any affiliate entity,
in respect of any liability or obligation of the Company and/or any affiliate entity to account for income tax or any other taxation
provisions under the laws of Optionee’s country or citizenship and/or residence to the extent arising from a Trigger Event
or arising out of the acquisition, retention and disposal of the Shares.


 


(b)           The Company shall not be obliged
to allot and issue any of the Shares or any interest in the Shares unless and until Optionee has paid to the Company such sum as
is, in the opinion of the Company, sufficient to indemnify the Company in full against any liability the Company has for any amount
of, or representing, income tax or any other tax arising from a Trigger Event (the “Option Tax Liability”),
or Optionee has made such other arrangement that in the opinion of the Company will ensure that the full amount of any Option Tax
Liability will be recovered from Optionee within such period as the Company may then determine.


 


9.             Data
Protection.


 


(a)            To facilitate the administration
of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators) to collect, hold and process
certain personal information about Optionee and to transfer this data to certain third parties such as brokers with whom Optionee
may elect to deposit any share capital under the Plan. Optionee consents to the Company (or its payroll administrators) collecting,
holding and processing Optionee’s personal data and transferring this data to the Company or any other third parties insofar
as is reasonably necessary to implement, administer and manage the Plan.


 


(b)           Optionee
understands that Optionee may, at any time, view Optionee’s personal data, require any necessary corrections to it or
withdraw the consents herein in writing by contacting the Company, but acknowledges that without the use of such data it may
not be practicable for the Company to administer Optionee’s involvement in the Plan in a timely fashion or at all and
this may be detrimental to Optionee.


 






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10.           Lock-Up
Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company
or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make
any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and
whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters,
as the case may be, for such period of time (not to exceed 180 days but subject to such extension or extensions as may be required
by the underwriters in order to publish research reports while complying with Rule 2711 of the National Association of Securities
Dealers, Inc.) from the effective date of such registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.


 


11.           Governing
Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto
shall be governed, construed and interpreted in accordance with the laws of the State of New York without
regarding to the conflict of law principles thereof..


 


12.           Effect
of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms
and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option
and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding,
conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option.
In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement,
the Plan terms and provisions shall prevail. The Notice, this Agreement and the Plan, constitute the entire agreement between Optionee
and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between
the parties relating to such subject matter.


 


[Signature Page Follows]


 






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This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.


 


	«OPTIONEE»	 	ATIEVA, INC.
	 	 	 
	 	 	By:	                  
	 	 	 
	 	 	 
	 	 	 
	 	 	Name:	 
	 	 	 
	 	 	 
	 	 	 
	Dated:	                 	 	Title:	 
	 	 	 
	 	 	 



 






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EXHIBIT A


 


ATIEVA, INC.


 


2014 SHARE PLAN


 


EXERCISE NOTICE AND RESTRICTED SHARE PURCHASE
AGREEMENT


 


This Agreement
(“Agreement”) is made as of _______________, by and between Atieva, Inc., an exempted company
incorporated under the laws of the Cayman Islands (the “Company”), and «Optionee»
(“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have
the meaning ascribed to them in the Company’s 2014 Share Plan (the “Plan”).


 


1.             Exercise
of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to
purchase _______________ Common Shares (the “Shares”) of the Company under and pursuant to the Plan and
the Share Option Agreement granted «GrantDate» (the “Option Agreement”). The purchase price
for the Shares shall be $«ExercisePrice» per Share for a total purchase price of $__________. The term
 “Shares” refers to the purchased Shares and all securities received in replacement of the Shares or as
share dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger,
reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which
Purchaser is entitled by reason of Purchaser’s ownership of the Shares.


 


2.             Time
and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office
of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of
Section 3(b) of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate
representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the
exercise price therefor by Purchaser by any method listed in Section 4 of the Option Agreement.


 


3.             Limitations
on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not
assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities
laws.


 


(a)            Right of First Refusal.
Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”)
may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall
have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(a) (the
 “Right of First Refusal”).


 


(i)             Notice
of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the
 “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such
Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”);
(iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each
proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered Price”) and
upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s).


 






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(ii)            Exercise
of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares
proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance
with subsection (iii) below.


 


(iii)           Purchase Price. The
purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this
Section 3(a) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent
value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.


 


(iv)          Payment. Payment
of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all
or a portion of any outstanding indebtedness, or by any combination thereof within 30 days after receipt of the Notice or in the
manner and at the times set forth in the Notice.


 


(v)           Holder’s Right to Transfer.
If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or
its assignee(s) as provided in this Section 3(a), then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within
60 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any
applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue
to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the
Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable
to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered
the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.


 


(vi)          Exception for Certain Family
Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, the transfer of any or all
of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate
Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(a).
 “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including
adoptive relationships), a trust in which these persons (or the Optionee) have more than fifty percent of the beneficial interest,
a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons
(or the Optionee) own more than fifty percent of the voting interests.


 


(b)           Involuntary
Transfer.


 


(i)             Company’s Right to Purchase
upon Involuntary Transfer. In the event, at any time after the date of this Agreement, of any transfer by operation of
law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(vi) above)
of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares
transferred at the greater of the purchase price paid by Purchaser for the Shares pursuant to this Agreement (as adjusted for
any share splits, share dividends and the like) or the Fair Market Value of the Shares on the date of transfer. Upon such a transfer,
the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such
Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by
the person acquiring the Shares.


 






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(ii)            Price for Involuntary Transfer.
With respect to any Shares to be transferred pursuant to Section 3(b)(i), the Fair Market Value per Share shall be a price
set by the Board of Directors of the Company in good faith using a reasonable valuation method in a reasonable manner in accordance
with Section 409A of the Code. The Company shall notify Purchaser or his or her executor of the price so determined within
thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser
does not agree with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have
the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees
shall be borne equally by the Company and the Purchaser.


 


(c)            Repurchase Option on Termination
For Cause. Purchaser acknowledges that in the event of termination of Purchaser’s Continuous Service Status for
Cause, the Administrator shall have authority to effect such procedures and take such actions as are necessary to carry out the
legal intent of Section 5(b)(iii) of the Option Agreement and Section 9(b)(iv) of the Plan, including such
procedures and actions as are required to cause Purchaser to return to the Company Shares purchased under the Option or that vested,
in each case, within six months of the events giving rise to the for-Cause termination of Purchaser's Continuous Service Status
and, if such Shares have been transferred by the Purchaser, to remit to the Company the value of such transferred Shares, also
as set forth in Section 9(b)(iv) of the Plan.


 


(d)           Assignment. The
right of the Company to purchase any part of the Shares may be assigned in whole or in part to any shareholder or
shareholders of the Company or other persons or organizations.


 


(e)            Restrictions Binding on Transferees.
All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this
Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied.


 


(f)             Termination
of Rights. The right of first refusal granted the Company by Section 3(a) above and the option to
repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall
terminate upon the first sale of Common Shares of the Company to the general public pursuant to a registration statement
filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the
 “Securities Act”). Upon termination of the rights to repurchase and the right of first refusal described
in Sections 3(a) and 3(b) above, a new certificate or certificates representing the Shares not repurchased shall be
issued, on request, without the legend referred to in Section 5(a)(ii) herein and delivered to Purchaser.


 


4.             Investment and Taxation Representations.
In connection with the purchase of the Shares, Purchaser represents to the Company the following:


 


(a)            Purchaser is aware of the Company’s
business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not
with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act
or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person
or entity.


 


(b)           Purchaser understands that the Shares
have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among
other things, the bona fide nature of Purchaser’s investment intent as expressed herein.


 






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(c)            Purchaser further acknowledges and
understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an
exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation
to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with
a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the
opinion of counsel for the Company.


 


(d)           Purchaser is familiar with the provisions
of Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted
securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in
a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances
as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require,
among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended,
that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods,
and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.
Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e) below.


 


(e)            Purchaser further understands that
in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing
to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will
have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and
that such persons and their respective brokers who participate in such transactions do so at their own risk.


 


(f)            Purchaser understands that Purchaser
may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents
that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the
Shares and that Purchaser is not relying on the Company for any tax advice.


 


(g)           Purchaser understands that the per
share “Exercise Price” for the Shares is intended to be at least equal to the fair market value of the Company’s
Common Shares at the date of grant and that the Company has attempted in good faith to make the fair market value determination
in compliance with applicable tax law although there can be no certainty that the IRS will agree. Purchaser understands that if
the IRS does not agree and asserts that the fair market value at the time of grant is higher than the Exercise Price, the IRS could
seek to impose greater taxes on Purchaser, including interest and penalties under Internal Revenue Code Section 409A.


 






    -4-


     


    

 


5.             Restrictive
Legends and Stop-Transfer Orders.


 


(a)            Legends. The certificate
or certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state
and federal corporate and securities laws):


 


(i)            THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED UNLESS
EFFECTED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR UNDER ANOTHER EXEMPTION AVAILABLE UNDER THE
SECURITIES ACT OF 1933 (AS TO WHICH AVAILABILITY THE COMPANY MAY REQUIRE THE SELLER/TRANSFEROR TO PROVIDE AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY).


 



(ii)           THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF THE COMPANY.




 


(b)           Stop-Transfer Notices. Purchaser
agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate
 “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own
securities, it may make appropriate notations to the same effect in its own records.


 


(c)            Refusal to Transfer. The
Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation
of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


6.             No
Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company,
or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any
reason, with or without cause.


 


7.             Lock-Up
Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company
or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any
short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever
acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters,
as the case may be, for such period of time (not to exceed 180 days but subject to such extension or extensions as may be required
by the underwriters in order to publish research reports while complying with Rule 2711 of the National Association of Securities
Dealers, Inc.) from the effective date of such registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.


 


8.             Tax
Consequences. Purchaser should obtain advice from an appropriate independent professional adviser with respect to the
taxation implications of the grant, issuance, purchase, retention, assignment, release, cancellation, sale or any other
disposal of the Shares (each, a “Trigger Event”). Participant should also take advice in respect of
the taxation indemnity provisions under Section 9 below.


 






    -5-


     


    

 


9.             Purchaser’s
Taxation Indemnity.


 


(a)            To the extent permitted by law, Purchaser
hereby agrees to indemnify and keep indemnified the Company and the Company as trustee for and on behalf of any affiliate entity,
in respect of any liability or obligation of the Company and/or any affiliate entity to account for income tax or any other taxation
provisions under the laws of Purchaser’s country or citizenship and/or residence to the extent arising from a Trigger Event.


 


(b)            The Company shall not be obliged
to allot and issue any of the Shares or any interest in the Shares unless and until Purchaser has paid to the Company such sum
as is, in the opinion of the Company, sufficient to indemnify the Company in full against any liability the Company has for any
amount of, or representing, income tax or any other tax arising from a Trigger Event (the “Shares Tax Liability”),
or Purchaser has made such other arrangement as in the opinion of the Company will ensure that the full amount of any Shares Tax
Liability will be recovered from Purchaser within such period as the Company may then determine.


 


10.           Data
Protection.


 


(a)            To facilitate the administration
of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators) to collect, hold and process
certain personal information about Purchaser and to transfer this data to certain third parties such as brokers with whom Purchaser
may elect to deposit any share capital under the Plan. Purchaser consents to the Company (or its payroll administrators) collecting,
holding and processing Purchaser’s personal data and transferring this data to the Company or any other third parties insofar
as is reasonably necessary to implement, administer and manage the Plan.


 


(b)           Purchaser understands that Purchaser
may, at any time, view Purchaser’s personal data, require any necessary corrections to it or withdraw the consents herein
in writing by contacting the Company, but acknowledges that without the use of such data it may not be practicable for the Company
to administer Purchaser’s involvement in the Plan in a timely fashion or at all and this may be detrimental to Purchaser.


 


11.           Signatory
to Company Voting Agreement. Purchaser acknowledges and agrees that concurrently with the execution of this Agreement,
Purchaser will become a party to that certain Restated Voting Agreement dated as of May 14, 2014 by and among the Company
and certain stockholders of the Company, as such agreement may be amended from time-to-time. Purchaser agrees to sign and deliver
such documents as requested by the Company in connection with the foregoing.


 


12.           Signatory
to Company Investors’ Rights Agreement. Purchaser acknowledges and agrees that concurrently with the execution of
this Agreement, Purchaser will become a party to that certain Amended and Restated Investors’ Rights Agreement dated as of
May 14, 2014 by and among the Company and certain stockholders of the Company, as such agreement may be amended from time-to-time.
Purchaser agrees to sign and deliver such documents as requested by the Company in connection with the foregoing.


 


		13.	Miscellaneous.



 


(a)           Governing Law. This
Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts
of law.


 



    -6-


     


    




 


(b)           Entire Agreement; Enforcement
of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter
herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any
rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either
party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.


 


(c)            Severability. If one
or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision
in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted
as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.


 


(d)           Construction. This
Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


(e)            Notices. Any notice
required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by
telegram or fax or forty-eight (48) hours after being sent by certified or registered mail, with postage prepaid, and addressed
to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.


 


(f)            Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 


(g)           Successors and Assigns.
The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and
assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the
Company.


 


[Signature Page Follows]


 






    -7-


     


    




 


The parties have executed this Exercise
Notice and Restricted Share Purchase Agreement as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	ATIEVA, INC.
	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	 
	 	PURCHASER:
	 	 
	 	«OPTIONEE»
	 	 
	 	 
	 	 
	 	Address:	 
	 	 
	 	 	 



 


I, ______________________, spouse of
 «Optionee», have read and hereby approve the foregoing Agreement. In consideration of the Company’s
granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably
bound by the Agreement and further agree that any community property or other such interest shall hereby be similarly bound
by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights
under the Agreement.


 





	 	Spouse of «Optionee»



 






    -8-


     


    

 


RECEIPT


 


The undersigned hereby acknowledges receipt of Certificate
No. _____ for __________ shares of Common Shares of Atieva, Inc.


 


	Dated:	 	 	 
		 	 	«Optionee»





 






     


     


    

 


RECEIPT


 


Atieva, Inc. (the “Company”)
hereby acknowledges receipt of (check as applicable):




                A
check in the amount of $____________


 


                The
cancellation of indebtedness in the amount of $____________




                A promissory note in the
amount of $____________




                Certificate No. _____
representing __________ shares of the Company’s




                 Common Shares with a fair market value of $___________


 


given by «Optionee»
as consideration for Certificate No. _____ for _________ Common Shares of the Company.


 


Dated: ______________





	 	ATIEVA, INC.
	 	 
	 	By:	                 
	 	 
	 	 
	 	Name:	 
	 	 
	 	 
	 	Title: