Exhibit 10.13


 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION,
AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF U.S. FEDERAL AND STATE
AND APPLICABLE FOREIGN SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION
AND QUALIFICATION UNDER U.S. FEDERAL AND STATE AND APPLICABLE FOREIGN SECURITIES LAWS IS NOT REQUIRED.


 


Atieva, Inc.


 


2021 STOCK INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT


 


Atieva, Inc. (the
 “Company”) hereby grants you the following Option to purchase shares of its Stock (“Shares”). The terms
and conditions of this Option are set forth in the Stock Option Agreement and the Atieva, Inc. 2021 Stock Incentive Plan (the
 “Plan”), both of which are attached to and made a part of this document.


 


	Date of Grant:	[Date of Grant]
	 	 
	Name of Optionee:	[Name of Optionee]
	 	 
	Number of Option Shares:	[Number of Shares]


 


	Exercise Price per Share:	$[Exercise Price]  (The Exercise Price per Share of an Option shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant.  If the Optionee is deemed to be a Ten-Percent Stockholder, the Exercise Price per Share of an ISO must be at least one hundred ten percent (110%) of Fair Market Value.)


 


	Vesting Start Date:	[Vesting Start Date]
	 	 
	Type of Option:	[Type of Grant: NSO/ISO]
	 	 
	Vesting Schedule:	
        Subject to the terms and conditions set
        forth in Section 2 of the Stock Option Agreement, [______________________, subject to the Optionee’s continuous Service
        through each applicable vesting date.] Fractional vested Shares will be rounded down to the nearest whole number of Shares at all
        times.

         



 



    	 	Atieva, Inc.
Notice of Stock Option Grant
	 
	 	 -1-	 



     


    




 


By signing this
document, which may be accomplished by e-signature or other electronic indication of acceptance, you acknowledge receipt of a copy
of the Plan, and agree that (a) you have carefully read, fully understand and agree to all of the terms and conditions described
in the attached Stock Option Agreement, the Plan document and “Notice of Exercise and Common Share Purchase Agreement”
(the “Exercise Notice”); (b) you hereby make the purchaser’s investment representations contained in the
Exercise Notice with respect to the grant of this Option; (c) you understand and agree that this Notice of Stock Option Grant,
the Stock Option Agreement, including its attachments, constitutes the entire understanding between you and the Company regarding
this Option, and that any prior agreements, commitments or negotiations concerning this Option are replaced and superseded; and
(d) you have been given an opportunity to consult your own legal and tax counsel with respect to all matters relating to this
Option prior to signing this Notice of Stock Option Grant and that you have either consulted such counsel or voluntarily declined
to consult such counsel.


 


You acknowledge
and agree that this Notice of Stock Option Grant and the Agreement may not be modified, amended or revised except as provided in
the Plan. You further acknowledge that as of the Date of Grant, this Notice of Stock Option Grant, the Stock Option Agreement,
and the Plan set forth the entire understanding between you and the Company regarding this option award and supersede all prior
oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously
granted and delivered to you, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required
by applicable law and (iii) any written employment or severance arrangement that would provide for vesting acceleration of
this option upon the terms and conditions set forth therein.


 


	[Name of Optionee]	 	Atieva, Inc.
	 	 	 



 


	 	 	By:	 
	 	 	 
	 	 	Its:	 



 







    	 	Atieva, Inc.
Notice of Stock Option Grant
	 
	 	 -2-	 



     


    







 





Atieva, Inc.


 


2021 STOCK INCENTIVE PLAN


 


STOCK OPTION AGREEMENT


 


SECTION 1.         KIND
OF OPTION.


 


This Option is intended
to be either an incentive stock option intended to meet the requirements of section 422 of the Internal Revenue Code (an “ISO”)
or a non-statutory option (an “NSO”), which is not intended to meet the requirements of an ISO, as indicated in the
Notice of Stock Option Grant. Even if this Option is designated as an ISO, it shall be deemed to be an NSO to the extent required
by the $100,000 annual limitation under Section 422(d) of the Code.


 


SECTION 2.        VESTING.


 


Subject to the terms
and conditions of the Plan and this Stock Option Agreement (the “Agreement”), your Option will be exercisable with
respect to the Shares that have become vested in accordance with the schedule set forth in the Notice of Stock Option Grant. If
your Option is granted in consideration of your service to the Company, or any of its Subsidiaries or Affiliates, upon the termination
of your Service for any reason, except as provided in the Plan, vesting of your Shares subject to such Option immediately stops
and such Option expires as to the number of Shares that are not vested as of the date your Service terminates.


 


SECTION 3.        TERM.


 


Your Option will expire
in any event at the close of business at Company headquarters on the date that is ten (10) years after the Date of Grant;
provided, however, that if your Option is an ISO it will expire five (5) years after the Date of Grant if you are or are deemed
to be a Ten-Percent Owner (the “Expiration Date”). Also, your Option will expire earlier if your Service terminates,
as described below.


 


SECTION 4.        REGULAR
TERMINATION.


 


		(a)	If your Service terminates for any reason except death, Disability or Cause or when grounds for
your termination for Cause exists, your Option will expire at the close of business at Company headquarters on the date ninety
(90) days after your termination of Service. During that ninety (90) day period, you may exercise the vested portion of your Option.
Notwithstanding the foregoing, the Option may not be exercised after the Expiration Date determined under Section 3 above.



 


		(b)	If your Service is terminated for Cause (as defined in the Plan) or you voluntarily terminate when
grounds for your termination for Cause exists, your Option will expire immediately upon your termination of Service.



 


		(c)	If your Option is an ISO and you exercise it more than three (3) months after termination
of your Service as an employee for any reason other than death or a “disability” within the meaning of Section 22(e)(3) of
the Code (meaning you are unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment expected to result in death or to last for a continuous period of at least twelve (12) months), your Option
will cease to be eligible for ISO tax treatment.



 


		(d)	Your Option will cease to be eligible for ISO tax treatment if you exercise it more than three
months after the ninetieth (90th) day of a bona fide leave of absence approved by the Company, unless you return to
employment immediately upon termination of such leave or your right to reemployment after your leave was guaranteed by statute
or contract.



 



    	 	Atieva, Inc.

Stock Option Agreement
 - 1 - 
	 



     


    




 








SECTION 5.        DEATH.


 


If you die while in
Service with the Company, the vested portion of your Option will expire at the close of business at Company headquarters on the
date twelve (12) months after the date of your death. During that twelve (12) month period, your estate, legatees or heirs may
exercise that portion of your Option that was vested on the date of your death. Notwithstanding the foregoing, the Option may not
be exercised after the Expiration Date determined under Section 3 above.


 


SECTION 6.        DISABILITY.


 


		(a)	If your Service terminates because of a Disability (as defined in the Plan), the vested portion
of your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination
date. During that twelve (12) month period, you may exercise that portion of your Option that was vested on the date of your Disability.
Notwithstanding the foregoing, the Option may not be exercised after the Expiration Date determined under Section 3 above.



 


		(b)	If your Option is an ISO and your Disability is not expected to result in death or to last for
a continuous period of at least twelve (12) months, your Option will be eligible for ISO tax treatment only if it is exercised
within three (3) months following the termination of your Service as an employee.



 


SECTION 7.        EXERCISING
YOUR OPTION.


 


To exercise your Option,
you must execute (or electronically agree to and sign) the Notice of Exercise and Common Share Purchase Agreement (the “Exercise
Notice”), attached as Exhibit A. You must submit this form, together with full payment, to the Company or through
a web portal provided by the Company. Your exercise will be effective when it is received by the Company. If someone else wants
to exercise your Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled
to do so.


 


SECTION 8.        PAYMENT
FORMS.


 


When you exercise your
Option, you must include payment of the Exercise Price for the Shares you are purchasing in cash or cash equivalents. Alternatively,
you may, with the consent of the Committee, pay all or part of the Exercise Price by surrendering, or attesting to ownership of,
Shares already owned by you, unless such action would cause the Company to recognize any (or additional) compensation expense with
respect to the Option for financial reporting purposes. Such Shares shall be surrendered to the Company in good form for transfer
and shall be valued at their Fair Market Value on the date of Option exercise. To the extent that a public market for the Shares
exists and to the extent permitted by applicable law, in each case as determined by the Company, you also may exercise your Option
by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver
all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price and, if requested, applicable withholding
taxes. The Company will provide the forms necessary to make such a cashless exercise.


 



    	 	Atieva, Inc.

Stock Option Agreement
 - 2 - 
	 



     


    




 


SECTION 9.        TAX
WITHHOLDING AND REPORTING.


 


		(a)	You will not be allowed to exercise this Option unless you pay, or make acceptable arrangements
to pay, any taxes required to be withheld as a result of the Option exercise or the sale of Shares acquired upon exercise of this
Option. You hereby authorize withholding from payroll or any other payment due you from the Company or your employer to satisfy
any such withholding tax obligation.



 


		(b)	If you sell or otherwise dispose of any of the Shares acquired pursuant to an ISO on or before
the later of (i) two years after the grant date, or (ii) one year after the exercise date, you shall immediately notify
the Company in writing of such disposition.



 


		(c)	By accepting this Agreement, you explicitly and unambiguously consent and agree (i) to assume
any liability for fringe benefit tax that may be payable by the Company and/or your employer in connection with the Option granted
under this Agreement to the extent permitted under applicable law; (ii) that the Company and/or your employer may collect
the fringe benefit tax from you by any reasonable method established by the Company and/or your employer; and (iii) you will
execute any other consents or elections required to accomplish the above, promptly upon request of the Company and/or your employer.



 


SECTION 10.      TRANSFER
RESTRICTION, RIGHT OF FIRST REFUSAL, COMPANY PURCHASE RIGHTS AND DRAG ALONG RIGHTS.


 


In the event that you
propose to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such
Shares, such sale, pledge or other transfer as permitted, you shall be subject to the “Transfer Restriction” and the
Company shall have a “Right of First Refusal” with respect to such Shares or interest therein, each in accordance with
the provisions of the Exercise Notice. In accordance with the Exercise Notice, the Shares you receive on exercise will also be
subject to the terms of the “Company Purchase Rights” in the event of your termination of Service and Drag Along Rights
upon a sale of the Company.


 


SECTION 11.      RESALE
RESTRICTIONS/MARKET STAND-OFF.


 


In connection with
any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed
under the Securities Act, including the Company’s initial public offering, you may be prohibited from engaging in any transaction
with respect to any of the Company’s common shares without the prior written consent of the Company or its underwriters in
accordance with the provisions of the Exercise Notice.


 


SECTION 12.      TRANSFER
OF OPTION.


 


The Option is subject
to the transfer restrictions set forth in Section 17 of the Plan (as amended from time to time). In general, only you can
exercise this Option prior to your death. You may not sell, transfer, assign, pledge or otherwise dispose of this Option, other
than as designated by you, by will or by the laws of descent and distribution, except as provided below. For instance, you may
not use this Option as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid.
You may in any event dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company
is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s
interest in this Option in any other way.


 



    	 	Atieva, Inc.

Stock Option Agreement
 - 3 - 
	 



     


    




 


However, if this Option
is designated as a NSO in the Notice of Stock Option Grant, then the Committee may, in its sole discretion, allow you to transfer
this Option as a gift to one or more family members. For purposes of this Agreement, “family member” means a 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), any individual sharing your household
(other than a tenant or employee), a trust in which one or more of these individuals have more than fifty percent (50%) of the
beneficial interest, a foundation in which you or one or more of these persons control the management of assets, and any entity
in which you or one or more of these persons own more than fifty percent (50%) of the voting interest.


 


In addition, if this
Option is designated as a NSO in the Notice of Stock Option Grant, then the Committee may, in its sole discretion, allow you to
transfer this Option to your spouse or former spouse pursuant to a domestic relations order in settlement of marital property rights.


 


The Committee will
allow you to transfer this Option only if both you and the transferee(s) execute the forms prescribed by the Committee, which
include the consent of the transferee(s) to be bound by this Agreement.


 


SECTION 13.      RETENTION
RIGHTS.


 


This Agreement does
not give you the right to be retained by the Company in any capacity. The Company reserves the right to terminate your Service
at any time and for any reason without thereby incurring any liability to you.


 


SECTION 14.      STOCKHOLDER
RIGHTS.


 


Neither you nor your
estate or heirs have any rights as a stockholder of the Company until a certificate for the Shares acquired upon exercise of this
Option has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your
stock certificate is issued, except as described in the Plan.


 


SECTION 15.      ADJUSTMENTS.


 


In the event of a stock
split, a stock dividend or a similar change in the Company’s Stock, the number and class of Shares covered by this Option
and the Exercise Price per share may be adjusted pursuant to the Plan. Your Option shall be treated in the manner determined by
the Committee in the event the Company is subject to an asset or stock sale, merger, liquidation, reorganization or other corporate
transaction as set forth in the Plan.


 


SECTION 16.      LEGENDS.


 


All certificates representing
the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon the following legends:


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE OR FOREIGN JURISDICTION, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF U.S. FEDERAL, STATE AND APPLICABLE FOREIGN SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER U.S. FEDERAL, STATE AND APPLICABLE FOREIGN SECURITIES LAWS IS NOT REQUIRED.


 



    	 	Atieva, Inc.

Stock Option Agreement
 - 4 - 
	 



     


    




  


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS
OF THE COMPANY’S STOCK PLAN AND A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER HEREOF. SUCH PLAN AND AGREEMENT
PROVIDE FOR CERTAIN TRANSFER RESTRICTIONS, INCLUDING LIMITATION ON TRANSFERS, RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER
OF THE SECURITIES AND A REPURCHASE RIGHT ON TERMINATION OF SERVICE. THE COMPANY WILL NOT REGISTER OR OTHERWISE RECOGNIZE OR GIVE
EFFECT TO ANY PURPORTED TRANSFER OF SECURITIES THAT DOES NOT COMPLY WITH SUCH TRANSFER RESTRICTIONS. THE SECRETARY OF THE COMPANY
WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH PLAN AND AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.


 


If the Option is
an ISO, then the following legend should be included:


 


THE SHARES REPRESENTED BY THIS
CERTIFICATE WERE ISSUED UPON EXERCISE OF AN INCENTIVE STOCK OPTION, AND THE COMPANY MUST BE NOTIFIED IF THE SHARES SHALL BE TRANSFERRED
BEFORE THE LATER OF THE TWO (2) YEAR ANNIVERSARY OF THE DATE OF GRANT OF THE OPTION OR THE ONE (1) YEAR ANNIVERSARY OF
THE DATE ON WHICH THE OPTION WAS EXERCISED. THE REGISTERED HOLDER MAY RECOGNIZE ORDINARY INCOME IF THE SHARES ARE TRANSFERRED
BEFORE SUCH DATE.


 


SECTION 17.      TAX
DISCLAIMER.


 


You agree that you
are responsible for consulting your own tax advisor as to the tax consequences associated with your Option. The tax rules governing
options are complex, change frequently and depend on the individual taxpayer’s situation. For your information, a memorandum
that briefly summarizes current U.S. federal income tax law relating to certain aspects of stock options is attached hereto as
Exhibit B. Please note that this memorandum does not purport to be complete. Although the Company will make available to you
general tax information about stock options, you agree that the Company shall not be held liable or responsible for making such
information available to you and any tax or financial consequences that you may incur in connection with your Option.


 


In addition, as noted
in Exhibit B, options granted at a discount from fair market value may be considered “deferred compensation” subject
to adverse tax consequences under Section 409A of the Internal Revenue Code. The Committee has made a good faith determination
that the exercise price per share of the Option is not less than the fair market value of the Shares underlying your Option on
the Date of Grant. It is possible, however, that the Internal Revenue Service could later challenge that determination and assert
that the fair market value of the Shares underlying your Option was greater on the Date of Grant than the exercise price determined
by the Committee, which could result in immediate income tax upon the vesting of your Option (whether or not exercised) and a 20%
tax penalty, as well as the loss of incentive stock option status (if applicable). The Company gives no assurance that such adverse
tax consequences will not occur and specifically assumes no responsibility therefor. By accepting this Option, you acknowledge
that any tax liability or other adverse tax consequences to you resulting from the grant of the Option will be the responsibility
of, and will be borne entirely by, you.  YOU ARE THEREFORE ENCOURAGED TO CONSULT YOUR OWN TAX ADVISOR BEFORE ACCEPTING THE
GRANT OF THIS OPTION.


 



    	 	Atieva, Inc.

Stock Option Agreement
 - 5 - 
	 



     


    




 





SECTION 18.      THE
PLAN AND OTHER AGREEMENTS.


 


The text of the Plan
is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. The Notice
of Stock Option Grant, this Agreement, including its attachments, and the Plan constitute the entire understanding between you
and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.


 


SECTION 19.      MISCELLANEOUS
PROVISIONS.


 


		(a)	You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the
Company and your employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of
an option does not in any way create any contractual or other right to receive additional grants of options (or benefits in lieu
of options) at any time or in any amount and (iv) all determinations with respect to any additional grants, including (without
limitation) the times when options will be granted, the number of Shares offered, the Exercise Price and the vesting schedule,
will be at the sole discretion of the Company.



 


		(b)	The value of this Option shall be an extraordinary item of compensation outside the scope of your
employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating
severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or
similar payments.



 


		(c)	You understand and acknowledge that participation in the Plan ceases upon termination of your Service
for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement.



 


		(d)	You hereby authorize and direct your employer to disclose to the Company or any Subsidiary or Affiliate
any information regarding your employment, the nature and amount of the your compensation and the fact and conditions of your participation
in the Plan, as your employer deems necessary or appropriate to facilitate the administration of the Plan.



 


		(e)	You consent to the collection, use and transfer of personal data as described in this Subsection.
You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries and Affiliates hold certain
personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your
name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships
held in the Company and details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested
or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries
and Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management
of your participation in the Plan and that the Company and/or any Subsidiary or Affiliate may each further transfer Data to any
third party assisting the Company in the implementation, administration and management of the Plan. You understand and acknowledge
that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess,
use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including
a transfer to any broker or other third party with whom you elect to deposit Shares acquired under the Plan of such Data as may
be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf. You may, at any time, view
the Data, require any necessary modifications of Data or withdraw the consents set forth in this Subsection by contacting the Human
Resources Department of the Company in writing.



 



    	 	Atieva, Inc.

Stock Option Agreement
 - 6 - 
	 



     


    







 


SECTION 20.     APPLICABLE
LAW; VENUE.


 


This Agreement will
be interpreted and enforced under the laws of the State of California (without regard to their choice of law provisions). The parties
agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and
each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state court or federal district
court for the area in which the Company’s headquarters is located.


 



    	 	Atieva, Inc.

Stock Option Agreement
 - 7 - 
	 



     


    




 





EXHIBIT A


 


ATIEVA, INC. 2021 STOCK INCENTIVE
PLAN

NOTICE OF EXERCISE AND COMMON SHARE PURCHASE AGREEMENT


 


THIS AGREEMENT is dated
as of [___________, ____], between Atieva, Inc. (the “Company”), and [Name of Optionee] (“Purchaser”).


 


W
I T N E S S E T H:


 


WHEREAS, the Company
granted Purchaser an option on [___________], (the “Date of Grant”) pursuant to a stock option agreement (the “Option
Agreement”) under which Purchaser has the right to purchase up to [Number of Shares] shares of the Company’s Stock
(the “Option Shares”); and


 


WHEREAS, the Option
is exercisable with respect to certain of the Option Shares as of the date hereof; and


 


WHEREAS, pursuant to
the Option Agreement, Purchaser desires to purchase shares of the Company as herein described, on the terms and conditions set
forth in this Agreement, the Option Agreement and the Atieva, Inc. 2021 Stock Incentive Plan (the “Plan”). Certain
capitalized terms used in this Agreement are defined in the Plan.


 


NOW, THEREFORE, it
is agreed between the parties as follows:


 


SECTION 1.       PURCHASE
OF SHARES.


 


(a)             Pursuant
to the terms of the Option Agreement, Purchaser hereby agrees to purchase from the Company and the Company agrees to sell and issue
to Purchaser [_________] shares of the Company’s Stock for the Exercise Price per share specified in the Notice of Stock
Option Grant payable by personal check, cashier’s check, money order or otherwise as permitted by the Option Agreement. Payment
shall be delivered at the Closing, as such term is defined below.


 


(b)            The
closing (the “Closing”) under this Agreement shall occur at the offices of the Company as of the date hereof, or such
other time and place as may be designated by the Company (the “Closing Date”).


 


(c)            Notwithstanding
the foregoing, the Closing under this Agreement shall be conditioned on Purchaser’s execution of such agreements as may be
required of the shareholders of the Company generally, including, but not limited to, any voting agreement, investor rights agreement,
right of first refusal and co-sale agreement, or other similar stockholder agreement (“Shareholder Agreements”). In
the event that Purchaser is required to execute the Shareholder Agreements, then the Closing shall not occur unless and until Purchaser
has executed the Shareholder Agreements. In the event of any conflict between the applicable Shareholder Agreements and the Notice
of Stock Option Grant, the Option Agreement, the Plan or this Agreement, including with respect to any rights of first refusal,
drag-along rights or market stand-off provisions, the terms of the applicable Shareholder Agreements shall control.


 



    	 	Atieva, Inc.

Exhibit A to Stock Option Agreement

Notice of Exercise and Common Share Purchase Agreement
	 
	 	A-1 	 



     


    




 


SECTION 2.       ADJUSTMENT
OF SHARES.





 


Subject to the provisions
of the organizational documents of the Company, if (a) there is any stock dividend or liquidating dividend of cash and/or
property, stock split or other change in the character or amount of any of the outstanding securities of the Company, or (b) there
is any consolidation, merger or sale of all or substantially all of the assets of the Company, then, in such event, any and all
new, substituted or additional securities or other cash or property to which Purchaser is entitled by reason of Purchaser’s
ownership of the shares shall be immediately subject to the terms of this Agreement, including but not limited to the Transfer
Restriction, Right of First Refusal and Purchase Rights as provided below, with the same force and effect as the shares subject
to such provisions. Appropriate adjustments shall be made to the number and/or class of shares subject to terms of this Agreement
to reflect the exchange or distribution of such securities. In the event of a merger or consolidation of the Company with or into
another entity or any other corporate reorganization, the Company’s rights may be exercised by the Company’s successor.


 


SECTION 3.       TRANSFER
RESTRICTION.


 


Purchaser shall not
sell, assign, pledge or otherwise transfer (each, a “Transfer”) any such shares of Stock received under this
Agreement or any right or interest therein (such shares or right or interest therein, collectively, the “Securities”),
whether voluntarily, involuntarily, by operation of law, by gift or otherwise, without the prior written consent of the Company,
evidenced by a writing approved by the Board (the “Transfer Restriction”). The Transfer Restriction shall not
apply to any of the following exempt Transfers:


 


(a)          Purchaser’s
Transfer of any or all Securities held either during Purchaser’s lifetime or on death by will or intestacy (1) to such
Purchaser’s Immediate Family, (2) to any custodian or trustee for the account or the benefit of Purchaser or such person’s
Immediate Family, or (3) to any limited partnership or limited liability company with respect to which the ownership interests
are wholly owned by Purchaser, members of such person’s Immediate Family or any trust for the account or benefit of Purchaser
or Purchaser’s Immediate Family;


 


(b)            Purchaser’s
Transfer of any or all of Purchaser’s Securities to the Company (or the Company’s assignee); or


 


(c)          Purchaser’s
Transfer of any or all of Purchaser’s Securities in connection with a transaction subject to Section 12 of the Plan
or compliance with Purchaser’s obligations under this Agreement;


 


provided
that with respect to Transfers pursuant to subsection (a) above, the Transferee shall receive and hold such Securities subject
to the provisions of this Agreement (including this Section 3) and there shall be no further Transfer of such Securities except
in accordance with this Section 3. The provisions of this Section 3 may be waived by the Board or Committee with respect
to any Transfer. The provisions of this Section 3 shall terminate immediately prior to (i) the date of the closing of
a firm commitment underwritten public offering of the Company’s Stock pursuant to a registration statement filed with, and
declared effective by, the Securities and Exchange Commission under the Securities Act. or (ii) any transfer or conversion
of shares of the Company’s Stock made pursuant to a statutory merger or statutory consolidation of the Company with or into
another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation
thereof is registered under the Exchange Act. Any Transfer or purported Transfer of Securities of the Company shall be null and
void unless the terms, conditions and provisions of this Section 3 are strictly observed and followed. The restrictions contained
in this Section 3 shall be in addition to any restrictions on transfer that may otherwise be applicable, including without
limitation those contained in the Company’s memorandum and articles of association, bylaws, the Award Agreement, or pursuant
to applicable securities laws.


 



    	 	Atieva, Inc.

Exhibit A to Stock Option Agreement

Notice of Exercise and Common Share Purchase Agreement
	 
	 	A-2 	 



     


    







 


For purposes of this
Agreement, Immediate Family means a person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships.


 


SECTION 4.       COMPANY’S
RIGHT OF FIRST REFUSAL.


 


Before
any shares of Stock registered in the name of Purchaser may be sold or transferred, such shares shall first be offered to the Company
pursuant to the right of first refusal contained in the Company’s memorandum and articles of association, bylaws or in any
Shareholder Agreement to which Purchaser is a party, in each case as amended from time to time, and in the absence of any such
provision in the memorandum and articles of association, bylaws or any Shareholder Agreement, then as follows (the “Right
of First Refusal”):


 


(a)            Purchaser
shall promptly deliver a notice (“Notice”) to the Company stating (i) Purchaser’s bona fide intention to
sell or transfer such shares and the identity of the proposed purchaser or transferee, (ii) the number of such shares to be
sold or transferred, and the basic terms and conditions of such sale or transfer, (iii) the price for which Purchaser proposes
to sell or transfer such shares, (iv) the name of the proposed purchaser or transferee, and (v) proof satisfactory to
the Company that the proposed sale or transfer will not violate any applicable U.S. federal, state or foreign securities laws.
The Notice shall be signed by both Purchaser and the proposed purchaser or transferee and must constitute a binding commitment
subject to the Company’s Right of First Refusal as set forth herein.


 


(b)            Within
thirty (30) days after receipt of the Notice, the Company may elect to purchase all or any portion of the shares to which the Notice
refers, at the price per share specified in the Notice. If the Company elects not to purchase all or any portion of the shares,
the Company may assign its right to purchase all or any portion of the shares. The assignees may elect within thirty (30) days
after receipt by the Company of the Notice to purchase all or any portion of the shares to which the Notice refers, at the price
per share specified in the Notice. If the price specified in the Notice consists of no legal consideration (as, for example, in
the case of a transfer by gift), the purchase price will be the fair market value of the shares as determined in good faith by
the Company. An election to purchase shall be made by written notice to Purchaser. Payment for shares purchased pursuant to this
Section 4 shall be made within thirty (30) days after receipt of the Notice by the Company and, at the option of the Company,
may be made by cancellation of all or a portion of outstanding indebtedness, if any, or in cash or both.


 


(c)            If
all or any portion of the shares to which the Notice refers are not elected to be purchased, as provided in subparagraph 4(b),
Purchaser may sell those shares to any person named in the Notice at the price specified in the Notice, provided that such sale
or transfer is consummated within sixty (60) days of the date of said Notice to the Company, and provided, further, that any such
sale is made in compliance with applicable U.S. federal, state and foreign securities laws and not in violation of any other contractual
restrictions to which Purchaser is bound. The third-party purchaser shall be bound by, and shall acquire the shares subject to,
the provisions of this Agreement, including the Company’s Right of First Refusal.


 



    	 	Atieva, Inc.

Exhibit A to Stock Option Agreement

Notice of Exercise and Common Share Purchase Agreement
	 
	 	A-3 	 



     


    




 


(d)            Any
proposed transfer on terms and conditions different from those set forth in the Notice, as well as any subsequent proposed transfer
shall again be subject to the Company’s Right of First Refusal and shall require compliance with the procedures described
in this Section 4.





 


(e)            Purchaser
agrees to cooperate affirmatively with the Company, to the extent reasonably requested by the Company, to enforce rights and obligations
pursuant to this Agreement.


 


(f)              Notwithstanding
the above, neither the Company nor any assignee of the Company under this Section 4 shall have any right under this Section 4
at any time subsequent to (i) the closing of a public offering of the Stock of the Company pursuant to a registration statement
declared effective under the Securities Act or (ii) any transfer or conversion of shares of the Company’s Stock
made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations
if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange
Act.


 


(g)            This
Section 4 shall not apply to (i) a transfer by will or intestate succession, or (ii) a transfer to one or more of
Purchaser’s Immediate Family or to a trust established by Purchaser for the benefit of Purchaser and/or one or more of Purchaser’s
Immediate Family, provided that the transferee agrees in writing on a form prescribed by the Company to be bound by all of the
provisions of this Agreement to the same extent as they apply to Purchaser. The transferee shall execute a copy of the attached
Annex I and file the same with the Secretary of the Company.


 


(h)            In
the event of any transfer by operation of law or other involuntary transfer (including death, whether by will or intestate succession,
or divorce, but excluding a transfer to an Immediate Family as set forth in Section 4(g) above) of all or a portion of
the shares of Stock held by the record holder thereof, the Company’s Right of First Refusal shall consist of an option to
purchase all of the shares transferred at the fair market value of the shares on the date of transfer (as determined by the Committee).
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.


 


(i)            Notwithstanding
anything to the contrary set forth in this Agreement, Purchaser hereby agrees to be bound by any and all restrictions on the transfer
of shares of Stock as set forth in the Company’s memorandum and articles of association and bylaws (each as may be amended
from time to time) and that such transfer restrictions (and any other transfer restrictions contained in any Shareholder Agreement
to which Purchaser is a party shall supersede all other agreements, whether written or oral, in place by and between the Company
and Purchaser regarding the transfer of the shares of Stock.


 


SECTION 5.       COMPANY
PURCHASE RIGHT


 


(a)            At
any time within the one (1)-year period following the Purchaser’s termination of Service with the Company for Cause, or following
Purchaser’s voluntary termination of Service with the Company when grounds for termination for Cause exists, the Company
shall have the option (exercisable by written notice to the Purchaser or the transferee of Purchaser) to purchase, and the Purchaser
(or the transferee of Purchaser) shall sell, all of the shares of Stock then owned by the Purchaser (or the transferee of Purchaser)
acquired under the Plan in accordance with the procedures set forth in Section 5(b) below.


 



    	 	Atieva, Inc.

Exhibit A to Stock Option Agreement

Notice of Exercise and Common Share Purchase Agreement
	 
	 	A-4 	 



     


    




 


(b)            The
purchase price therefor shall be paid in cash and shall be equal to the lesser of (i) Purchaser’s original cost for
the shares of Stock and (ii) the then fair market value of such shares of Stock as determined by the Committee. Such fair
market value shall be determined as of the day the Company elects to exercise its Purchase Right under this Section and the
Committee’s good faith determination shall be binding on all parties. Such purchase price shall be paid pursuant to such
terms and conditions as the Committee shall determine are necessary and appropriate to carry out the intent of this Section 5.


 


Notwithstanding
the above, the Company shall not have any right under this Section 5 at any time subsequent to the closing of a public offering
of the Stock of the Company pursuant to a registration statement declared effective under the Securities Act or any transfer
or conversion of shares of the Company’s Stock made pursuant to a statutory merger or statutory consolidation of the Company
with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent
corporation thereof is registered under the Exchange Act.


 


SECTION 6.       PURCHASER’S
RIGHTS AFTER EXERCISE OF RIGHT OF FIRSTREFUSAL OR PURCHASE.


 


If the Company makes
available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Stock to be repurchased
in accordance with the provisions of Sections 4 or 5 of this Agreement, then from and after such time the person from whom
such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment
of such consideration in accordance with this Agreement). Such shares shall be deemed to have been repurchased in accordance with
the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.


 


SECTION 7.        LEGEND
OF SHARES.


 


All certificates representing
the Stock purchased under this Agreement shall, where applicable, have endorsed thereon the following legends and any other legends
required by applicable securities laws:


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE OR FOREIGN JURISDICTION, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF U.S. FEDERAL, STATE AND APPLICABLE FOREIGN SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER U.S. FEDERAL, STATE AND APPLICABLE FOREIGN SECURITIES LAWS IS NOT REQUIRED.


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS
OF THE COMPANY’S STOCK PLAN AND A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER HEREOF. SUCH PLAN AND AGREEMENT
PROVIDE FOR CERTAIN TRANSFER RESTRICTIONS, INCLUDING LIMITATION ON TRANSFERS, RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER
OF THE SECURITIES AND CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY. THE COMPANY WILL NOT REGISTER OR OTHERWISE RECOGNIZE OR
GIVE EFFECT TO ANY PURPORTED TRANSFER OF SECURITIES THAT DOES NOT COMPLY WITH SUCH TRANSFER RESTRICTIONS. THE SECRETARY OF THE
COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH PLAN AND AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.


 



    	 	Atieva, Inc.

Exhibit A to Stock Option Agreement

Notice of Exercise and Common Share Purchase Agreement
	 
	 	A-5 	 



     


    




 


If the Option is
an ISO, then the following legend should be included:


 


THE SHARES REPRESENTED BY THIS
CERTIFICATE WERE ISSUED UPON EXERCISE OF AN INCENTIVE STOCK OPTION, AND THE COMPANY MUST BE NOTIFIED IF THE SHARES SHALL BE TRANSFERRED
BEFORE THE LATER OF THE TWO (2) YEAR ANNIVERSARY OF THE DATE OF GRANT OF THE OPTION OR THE ONE (1) YEAR ANNIVERSARY OF
THE DATE ON WHICH THE OPTION WAS EXERCISED. THE REGISTERED HOLDER MAY RECOGNIZE ORDINARY INCOME IF THE SHARES ARE TRANSFERRED
BEFORE SUCH DATE.


 


SECTION 8.        PURCHASER’S
INVESTMENT REPRESENTATIONS.


 


(a)           This Agreement
is made with Purchaser in reliance upon Purchaser’s representation to the Company, which by Purchaser’s acceptance
hereof Purchaser confirms, that the Stock which Purchaser will receive will be acquired with Purchaser’s own funds for investment
for an indefinite period for Purchaser’s own account, not as a nominee or agent, and not with a view to the sale or distribution
of any part thereof, and that Purchaser has no present intention of selling, granting participation in, or otherwise distributing
the same, but subject, nevertheless, to any requirement of law that the disposition of Purchaser’s property shall at all
times be within Purchaser’s control. By executing this Agreement, Purchaser further represents that Purchaser does not have
any contract, understanding or agreement with any person to sell, transfer, or grant participation to such person or to any third
person, with respect to any of the Stock.


 


(b)          Purchaser
understands that the Stock will not be registered or qualified under applicable U.S. federal, state or foreign securities laws
on the ground that the sale provided for in this Agreement is exempt from registration or qualification under applicable U.S. federal,
state or foreign securities laws and that the Company’s reliance on such exemption is predicated on Purchaser’s representations
set forth herein.


 


(c)            Purchaser
agrees that in no event shall Purchaser make a disposition of any of the Stock (including a disposition under Section 4 of
this Agreement), unless and until (i) Purchaser shall have notified the Company of the proposed disposition and shall have
furnished the Company with a statement of the circumstances surrounding the proposed disposition and (ii) Purchaser shall
have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (A) such disposition
will not require registration or qualification of such Stock under applicable U.S. federal, state or foreign securities laws or
(B) appropriate action necessary for compliance with the applicable U.S. federal, state or foreign securities laws has been
taken or (iii) the Company shall have waived, expressly and in writing, its rights under clauses (i) and (ii) of
this Section.


 


(d)          With
respect to a transaction occurring prior to such date as the Plan and Stock thereunder are covered by a valid Form S-8 or
similar U.S. federal registration statement, this Subsection shall apply unless the transaction is covered by the exemption from
registration or qualification under applicable state law. In connection with the investment representations made herein, Purchaser
represents that Purchaser is able to fend for himself or herself in the transactions contemplated by this Agreement, has such knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of Purchaser’s investment,
has the ability to bear the economic risks of Purchaser’s investment and has been furnished with and has had access to such
information as would be made available in the form of a registration statement together with such additional information as is
necessary to verify the accuracy of the information supplied and to have all questions answered by the Company.


 



    	 	Atieva, Inc.

Exhibit A to Stock Option Agreement

Notice of Exercise and Common Share Purchase Agreement
	 
	 	A-6 	 



     


    




 


(e)           Purchaser
understands that if the Company does not register with the U.S. Securities and Exchange Commission pursuant to section 12
of the Exchange Act, or if a registration statement covering the Stock (or a filing pursuant to the exemption from registration
under Regulation A of the Securities Act) under the Securities Act is not in effect when Purchaser desires to sell the Stock, Purchaser
may be required to hold the Stock for an indeterminate period. Purchaser also acknowledges that Purchaser understands that any
sale of the Stock which might be made by Purchaser in reliance upon Rule 144 under the Securities Act may be made only in
limited amounts in accordance with the terms and conditions of that Rule.


 


SECTION 9.        NO
DUTY TO TRANSFER IN VIOLATION OF THIS AGREEMENT.


 


The Company shall not
be required (a) to transfer on its books any shares of Stock of the Company which shall have been sold or transferred in violation
of any of the provisions set forth in this Agreement or (b) to treat as owner of such shares or to accord the right to vote
as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred. Any sale or transfer of
the shares of Stock shall be void unless the provisions of this Agreement are satisfied.


 


SECTION 10.      RIGHTS
OF PURCHASER.


 


(a)           Except
as otherwise provided herein, Purchaser shall, during the term of this Agreement, exercise all rights and privileges of a shareholder
of the Company with respect to the Stock.


 


(b)            Nothing
in this Agreement shall be construed as a right by Purchaser to be retained by the Company, or a Subsidiary or an Affiliate of
the Company in any capacity. The Company reserves the right to terminate Purchaser’s Service at any time and for any reason
without thereby incurring any liability to Purchaser.


 


SECTION 11.      RESALE
RESTRICTIONS/MARKET STAND-OFF.


 


Purchaser hereby agrees
that in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act, including the Company’s initial public offering, or in connection with the consummation
of a transaction, upon or following which the Company’s (or its successor’s) securities become registered on a U.S.
national securities exchange, Purchaser shall not, directly or indirectly, engage in any transaction prohibited by the underwriter,
or sell, make any short sale of, contract to sell, transfer the economic risk of ownership in, loan, hypothecate, pledge, grant
any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions
with respect to any Stock without the prior written consent of the Company or its underwriters, for such period of time after the
effective date of such registration statement as may be requested by the Company or such underwriters. Such period of time shall
not exceed one hundred eighty (180) days and may be required by the underwriter as a market condition of the offering; provided,
however, that if either (a) during the last seventeen (17) days of such one hundred eighty (180) day period, the Company issues
an earnings release or material news or a material event relating to the Company occurs or (b) prior to the expiration of
such one hundred eighty (180) day period, the Company announces that it will release earnings results during the sixteen (16) day
period beginning on the last day of the one hundred eighty (180) day period, then the restrictions imposed during such one hundred
eighty (180) day period shall continue to apply until the expiration of the eighteen (18) day period beginning on the issuance
of the earnings release or the occurrence of the material news or material event; provided, further, that in the event the Company
or the underwriter requests that the one hundred eighty (180) day period be extended or modified pursuant to then-applicable law,
rules, regulations or trading policies, the restrictions imposed during the one hundred eighty (180) day period shall continue
to apply to the extent requested by the Company or the underwriter to comply with such law, rules, regulations or trading policies.
Purchaser hereby agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter
which are consistent with the foregoing or which are necessary to give further effect thereto. To enforce the provisions of this
Section, the Company may impose stop-transfer instructions with respect to the Stock until the end of the applicable stand-off
period.


 



    	 	Atieva, Inc.

Exhibit A to Stock Option Agreement

Notice of Exercise and Common Share Purchase Agreement
	 
	 	A-7 	 



     


    




 


SECTION 12.      RIGHT
TO COMPEL SALE (DRAG-ALONG RIGHTS)


 


Notwithstanding any
provision of this Agreement to the contrary, if at any time the Board of Directors approves a sale of the Company, Purchaser agrees
that he or she will consent to and raise no objections against the sale of the Company, and if the sale of the Company is structured
as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the assets of the Company, Purchaser
will waive any dissenters' rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale,
or (ii) a sale of all or substantially all of the Stock of the Company, Purchaser agrees to sell all of his or her shares
of Stock acquired under the Plan in the sale of the Company, on the terms and conditions approved by the Board of Directors. Purchaser
hereby agrees to take all necessary and desirable actions approved by the Board of Directors in connection with the consummation
of the sale of the Company, including voting for, giving written consent to the sale of the Company and executing such agreements
and such instruments and completing other actions reasonably necessary to (x) provide customary representations, warranties,
indemnities, and escrow arrangements relating to such sale of the Company and (y) effectuate the allocation and distribution
of the aggregate consideration upon the sale of the Company.


 


SECTION 13.      OTHER
NECESSARY ACTIONS.


 


The parties agree to
execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this
Agreement.


 


SECTION 14.      NOTICE.


 


Any notice required
or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal
delivery, receipt or the third full day following deposit in the United States Post Office with postage and fees prepaid, addressed
to the other party hereto at the address last known or at such other address as such party may designate by ten (10) days’
advance written notice to the other party hereto.


 


SECTION 15.      SUCCESSORS
AND ASSIGNS.


 


This Agreement shall
inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth,
be binding upon Purchaser and Purchaser’s heirs, executors, administrators, successors and assigns. The failure of the Company
in any instance to exercise the Right of First Refusal, Purchase Right, Transfer Restriction or other right described herein shall
not constitute a waiver of any of such rights as may subsequently arise under the provisions of this Agreement. No waiver of any
breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of
a like or different nature.


 



    	 	Atieva, Inc.

Exhibit A to Stock Option Agreement

Notice of Exercise and Common Share Purchase Agreement
	 
	 	A-8 	 



     


    




 


SECTION 16.     APPLICABLE
LAW.


 


This Agreement shall
be governed by, and construed in accordance with, the laws of the state of California, as such laws are applied to contracts entered
into and performed in such state.


 


SECTION 17.      NO
ORAL MODIFICATION.


 


No modification of
this Agreement shall be valid unless made in writing and signed by the parties hereto.


 


SECTION 18.      ENTIRE
AGREEMENT.


 


This Agreement, the
Option Agreement and the Plan constitute the entire complete and final agreement between the parties hereto with regard to the
subject matter hereof.


 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the day and year first above written.


 


	Atieva, Inc.	 	[Name of Optionee] (PURCHASER)
	 	 	 
	 	 	 



 


	By	 	 	 
	 	 	Signature
	Its	 	 	 



 



    	 	Atieva, Inc.

Exhibit A to Stock Option Agreement

Notice of Exercise and Common Share Purchase Agreement
	 
	 	A-9 	 



     


    







 


ANNEX I


 


ACKNOWLEDGMENT
OF AND AGREEMENT TO BE BOUND

BY THE NOTICE OF EXERCISE AND COMMON SHARE PURCHASE AGREEMENT OF

Atieva, Inc.


 


The undersigned, as
transferee of shares of Atieva, Inc. hereby acknowledges that he or she has read and reviewed the terms of the Notice of Exercise
and Common Share Purchase Agreement of Atieva, Inc. and hereby agrees to be bound by the terms and conditions thereof, as
if the undersigned had executed said Agreement as an original party thereto.


 


Dated: ____________________, ____.


	 	 
	 	 
	 	(Signature of Transferee)
	 	 
	 	(Printed Name of Transferee)




 



    	 	Atieva, Inc.
Annex I to
Notice of Exercise and Common Share Purchase Agreement
	 
	 	- 1 -	 



     


    















 


EXHIBIT B


 


U.S.
FEDERAL TAX INFORMATION


 


(Current as of December, 2020)


 


The following memorandum
briefly summarizes current U.S. federal income tax law. The discussion is intended to be used solely for general information purposes
and does not make specific representations to any participant. A taxpayer’s particular situation may be such that some variation
of the basic rules is applicable to him or her. In addition, the U.S. federal income tax laws and regulations are revised
frequently and may change again in the future. The Company undertakes no obligation to update this memorandum. Each participant
is urged to consult a tax advisor, both with respect to U.S. federal income tax consequences as well as any foreign, state or local
tax consequences, before exercising any option or before disposing of any shares of stock acquired under the Plan.


 


Initial Grant of Options


 


The grant of an option,
whether a nonqualified or nonstatutory stock option (“NSO”) or an incentive stock option (“ISO”), is not
a taxable event for the optionee, and the Company obtains no deduction for the grant of the option. Note, however, that under Section 409A
of the Internal Revenue Code, options granted at a discount from fair market value may be considered “deferred compensation”
subject to adverse tax consequences, including immediate income tax upon the vesting of the option (whether or not exercised) and
a 20% tax penalty.


 


Nonqualified or Nonstatutory Stock Options


 


The exercise of an
NSO is a taxable event to the optionee on the date of exercise. The amount by which the fair market value of the shares on the
date of taxation exceeds the exercise price (the “spread”) will be taxed to the optionee as ordinary income. If the
option was granted to an employee, the spread will also be considered “wages” for purposes of FICA taxes. The Company
will be entitled to a deduction in the same amount as the ordinary income recognized by the optionee from the exercise of the option
that is reported to the IRS by the optionee or the Company. In general, the optionee’s tax basis in the shares acquired by
exercising an NSO is equal to the fair market value of such shares on the date of taxation. The optionee’s holding period
for capital gains treatment will begin on the date of taxation. Upon a subsequent sale of any such shares in a taxable transaction,
the optionee will realize capital gain or loss (long-term or short-term, depending on whether the required holding period was met
before the sale) in an amount equal to the difference between his or her basis in the shares and the sale price.


 


The capital gains tax
rules are complex. If shares are held for more than one year, the rules for long-term capital gains will apply. The maximum
tax rate on long-term capital gains depends on the taxpayer’s taxable income for the year. A fifteen percent (15%) tax rate
on long-term capital gains applies to taxpayers with taxable income above certain thresholds, which are indexed for inflation (generally
for 2020, $40,000 for single filers, $40,000 for married filing separately, or $80,000 for joint filers). The tax rate on long-term
capital gains is zero percent (0%) for taxable income below these threshold amounts, and the tax rate on long-term capital gains
increases to twenty percent (20%) to the extent that a taxpayer’s income exceeds certain thresholds, which are indexed for
inflation (generally, for 2020, $441,450 for single filers, $248,300 for married filing separately, or $496,600 for joint filers).
High income taxpayers are also subject to an additional tax of 3.8% on some or all of their net investment income, including capital
gain income, if their “modified adjusted gross income” (both earned and investment) exceeds certain thresholds (generally,
$200,000 for single filers, $125,000 for married filing separately, or $250,000 for joint filers). Because the rules are complex
and can vary in individual circumstances, each participant should consider consulting his or her own tax advisor.


 



    Atieva, Inc.
Exhibit B to Stock Option Agreement
U.S. Federal Tax Information



     


    







 


If an optionee exercises
an NSO and pays the exercise price with previously acquired shares of stock, special rules apply. The transaction is treated
as a tax-free exchange of the old shares for the same number of new shares, except as described below with respect to shares acquired
pursuant to ISOs. The optionee’s basis in the new shares is the same as his or her basis in the old shares, and the capital
gains holding period runs without interruption from the date when the old shares were acquired. The value of any new shares received
by the optionee in excess of the number of old shares surrendered minus any cash the optionee pays for the new shares will be taxed
as ordinary income. The optionee’s basis in the additional shares is equal to the fair market value of such shares on the
date the shares were transferred, and the capital gain holding period commences on the same date. The effect of these rules is
to defer recognition of any gain in the old shares when those shares are used to buy new shares. Stated differently, these rules allow
an optionee to finance the exercise of an NSO by using shares of stock that he or she already owns, without paying current tax
on any unrealized appreciation in those old shares.


 


Incentive Stock Options


 


The holder of an ISO
will not for U.S. federal income tax purposes recognize taxable income upon the exercise of the ISO, and the Company will not be
entitled to a tax deduction by reason of such exercise, provided that the holder is employed by the Company on the exercise date
(or the holder’s employment terminated within the three (3) months preceding the exercise date). Exceptions to this
exercise timing requirement may apply in the event the optionee dies or becomes disabled. The exercise of an option entitled to
favorable ISO tax treatment at the time of exercise may, however, result in liability for the alternative minimum tax, discussed
below. An option intended to be an ISO which is not exercised in compliance with the ISO timing requirements is treated as an NSO
for tax purposes. A subsequent sale of the shares received upon the exercise of an ISO entitled to favorable ISO tax treatment
at the time of exercise will result in the realization of long-term capital gain or loss in the amount of the difference between
the amount realized on the sale and the exercise price for such shares, provided that the sale occurs more than one (1) year
after the exercise of the ISO and more than two (2) years after the grant of the ISO. In general, if a sale or disposition
of the shares occurs prior to satisfaction of the foregoing holding periods (referred to as a “disqualifying disposition”),
the optionee will recognize ordinary income at the time of the sale or disposition in an amount equal to the excess of the fair
market value of the shares on the option exercise date of those shares over the exercise price paid for those shares. If the disqualifying
disposition is effected by means of an arm’s length sale or exchange with an unrelated party, the ordinary income will be
limited to the amount by which the amount realized upon the disposition of the shares or their fair market value on the exercise
date, whichever is less, exceeds the exercise price paid for the shares. The amount of an optionee’s disqualifying disposition
income will be reported by the Company to the Internal Revenue Service. Any additional gain recognized upon the disqualifying disposition
will be capital gain, which will be long-term if the shares have been held for more than one (1) year following the exercise
date of the option.


 


Favorable ISO tax treatment
is accorded to an optionee at the time of exercise only to the extent that the value of the shares (determined at the time of grant)
covered by an ISO first exercisable in any single calendar year does not exceed one hundred thousand dollars ($100,000). If ISOs
for shares whose aggregate value exceeds one hundred thousand dollars ($100,000) become exercisable in the same calendar year,
the excess will be treated as NSOs.


 



    Atieva, Inc.
Exhibit B to Stock Option Agreement
U.S. Federal Tax Information



     


    




 


A special rule applies
if an optionee pays all or part of the exercise price of an ISO by surrendering shares of stock that he or she previously acquired
by exercising any other ISO. If the optionee has not held the old shares for the full duration of the applicable holding periods,
then the surrender of such shares to fund the exercise of the new ISO will be treated as a disqualifying disposition of the old
shares. As described above, the result of a disqualifying disposition is the loss of favorable tax treatment with respect to the
acquisition of the old shares pursuant to the previously exercised ISO.





 


Where the applicable
holding period requirements have been met, the use of previously acquired shares of stock to pay all or a portion of the exercise
price of an ISO may offer significant tax advantages. In particular, a deferral of the recognition of any appreciation in the surrendered
shares is available in the same manner as discussed above with respect to NSOs.


 


Alternative Minimum Tax


 


Alternative minimum
tax is paid when such tax exceeds a taxpayer’s regular U.S. federal income tax. Alternative minimum tax is calculated based
on alternative minimum taxable income, which is taxable income for U.S. federal income tax purposes, modified by certain adjustments
and increased by tax preference items.


 


The “spread”
under an ISO—that is, the difference between (a) the fair market value of the shares of stock at exercise and (b) the
exercise price—is classified as alternative minimum taxable income for the year of exercise. Alternative minimum taxable
income may be subject to the alternative minimum tax. However, if the shares of stock purchased upon the exercise of an ISO are
sold in the same taxable year in which alternative minimum taxable income is recognized, then the amount includible in the taxpayer’s
alternative minimum taxable income will not exceed the amount realized upon such sale less the option exercise price paid for those
shares, provided that such disposition is a sale or exchange with respect to which a loss (if sustained) would be recognized to
such individual.


 


In general, when a
taxpayer sells stock acquired through the exercise of an ISO, only the difference between the fair market value of the shares on
the date of exercise and the date of sale is used in computing any alternative minimum tax for the year of the sale. The portion
of a taxpayer’s alternative minimum tax attributable to certain items of tax preference (including the alternative minimum
taxable income from an ISO) can be credited against the taxpayer’s regular liability in later years subject to certain limitations.


 


Withholding Taxes


 


Exercise of an NSO
produces taxable income which, in the case of an option granted to an employee, is subject to income and FICA tax withholding.
The Company will not deliver shares to the optionee unless the optionee has agreed to satisfactory arrangements for meeting all
applicable U.S. federal, state and local withholding tax requirements.


 


U.S. federal tax law
does not require unrecognized gain on exercise of an ISO to be treated as “wages” for the purposes of FICA taxes.


 


THIS TAX SUMMARY IS
GENERAL IN NATURE AND SHOULD NOT BE RELIED UPON BY ANY PERSON IN DECIDING WHETHER OR WHEN TO EXERCISE AN OPTION. EACH PERSON SHOULD
CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THESE MATTERS.


 



    Atieva, Inc.
Exhibit B to Stock Option Agreement
U.S. Federal Tax Information