Exhibit 10.12


 


INDEMNIFICATION
AGREEMENT


 


This
INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of            
by and between ECARX Holdings Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”),
and                 , an individual (Passport/ID
Card No.                     
) (the “Indemnitee”).


 


WHEREAS,
the Indemnitee has agreed to serve as a director or officer of the Company and in such capacity will render valuable services to the Company;
and


 


WHEREAS,
in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company,
the board of directors of the Company (the “Board”) has determined that this Agreement is not only reasonable and prudent,
but necessary to promote and ensure the best interests of the Company and its shareholders;


 


NOW,
THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and other good and valuable consideration, including,
without limitation, the service of the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce the Indemnitee
to render valuable services the Company, the Company and the Indemnitee hereby agree as follows:


 


1.                 
Definitions. As used in this Agreement:


 


(a)              
“Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar or successor schedule or
form) promulgated under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
(collectively, the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however,
that, without limitation, such a Change in Control shall be deemed to have occurred (irrespective of the applicability of the initial
clause of this definition) if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act, but excluding
any trustee or other fiduciary holding securities pursuant to an employee benefit or welfare plan or employee share plan of the Company
or any subsidiary or affiliate of the Company, or any entity organized, appointed, established or holding securities of the Company with
voting power for or pursuant to the terms of any such plan) becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s
then outstanding securities without the prior approval of at least two-thirds of the Continuing Directors (as defined below) in office
immediately prior to such person’s attaining such interest; (ii) the Company is a party to a merger, consolidation, scheme of arrangement,
sale of assets or other reorganization, or a proxy contest, as a consequence of which Continuing Directors in office immediately prior
to such transaction or event constitute less than a majority of the Board of the Company (or any successor entity) thereafter; or (iii)
during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of the Company (including
for this purpose any new director whose election or nomination for election by the Company’s shareholders was approved by a vote
of at least two-thirds of the directors then still in office who were directors at the beginning of such period) (such directors being
referred to herein as “Continuing Directors”) cease for any reason to constitute at least a majority of the Board of
the Company.


 




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(b)              
 “Disinterested Director” with respect to any request by the Indemnitee for indemnification or advancement of
expenses hereunder shall mean a director of the Company who neither is nor was a party to the Proceeding (as defined below) in respect
of which indemnification or advancement is being sought by the Indemnitee.


 


(c)              
The term “Expenses” shall mean, without limitation, expenses of Proceedings, including attorneys’ fees,
disbursements and retainers, accounting and witness fees, expenses related to preparation for service as a witness and to service as a
witness, travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, amounts paid in
settlement of a Proceeding by or on behalf of the Indemnitee, costs of attachment or similar bonds, any expenses of attempting to establish
or establishing a right to indemnification or advancement of expenses, under this Agreement, the Company’s Memorandum of Association
and Articles of Association as currently in effect (the “Articles”), applicable law or otherwise, and reasonable compensation
for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification
for which the Indemnitee is not otherwise compensated by the Company or any third party. The term “Expenses” shall not include
the amount of judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan,
which are actually levied against or sustained by the Indemnitee to the extent sustained after final adjudication.


 


(d)              
The term “Independent Legal Counsel” shall mean any firm of attorneys reasonably selected by the Board of the
Company, so long as such firm has not represented the Company, the Company’s subsidiaries or affiliates, the Indemnitee, any entity
controlled by the Indemnitee, or any party adverse to the Company, within the preceding five (5) years. Notwithstanding the foregoing,
the term “Independent Legal Counsel” shall not include any person who, under applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the
Indemnitee’s right to indemnification or advancement of expenses under this Agreement, the Company’s Articles, applicable
law or otherwise.


 


(e)              
The term “Proceeding” shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, or other proceeding (including, without limitation, an appeal therefrom), formal or informal, whether brought in
the name of the Company or otherwise, whether of a civil, criminal, administrative or investigative nature, and whether by, in or involving
a court or an administrative, other governmental or private entity or body (including, without limitation, an investigation by the Company
or its Board), by reason of (i) the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the
request of the Company as an agent of another enterprise, whether or not the Indemnitee is serving in such capacity at the time any liability
or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement, (ii) any actual or alleged act
or omission or neglect or breach of duty, including, without limitation, any actual or alleged error or misstatement or misleading statement,
which the Indemnitee commits or suffers while acting in any such capacity, or (iii) the Indemnitee attempting to establish or establishing
a right to indemnification or advancement of expenses pursuant to this Agreement, the Company’s Articles, applicable law or otherwise.


 


(f)                The
phrase “serving at the request of the Company as an agent of another enterprise” or any similar terminology shall
mean, unless the context otherwise requires, serving at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other
enterprise, foreign or domestic. The phrase “serving at the request of the Company” shall include, without limitation,
any service as a director/an executive officer of the Company which imposes duties on, or involves services by, such
director/executive officer with respect to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or
welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or domestic. In the event that the
Indemnitee shall be a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability
company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, 50% or more of the ordinary shares,
combined voting power or total equity interest of which is owned by the Company or any subsidiary or affiliate thereof, then it
shall be presumed conclusively that the Indemnitee is so acting at the request of the Company.


 






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2.                 
Services by the Indemnitee. The Indemnitee agrees to serve as a director or officer of the Company under the terms of
the Indemnitee’s agreement with the Company for so long as the Indemnitee is duly elected or appointed or until such time as the
Indemnitee tenders a resignation in writing or is removed from the Indemnitee’s position; provided, however, that the Indemnitee
may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed
by operation of law).


 


3.                 
Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party
to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment
in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request
of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed
with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with
the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed
to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made
in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent
jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to
the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such
other court shall deem proper.


 


4.                 
Proceeding Other Than a Proceeding by or in the Right of the Company. The Company shall indemnify the Indemnitee if
the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by
or in the right of the Company), by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was
serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties,
and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee
in connection with such a Proceeding, to the fullest extent permitted by applicable law; provided, however, that any settlement of a Proceeding
must be approved in advance in writing by the Company (which approval shall not be unreasonably withheld).


 


5.                 
 Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision
of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for determination as required by Paragraph
8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating
to (i) the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans or such plan’s participants
or beneficiaries or (ii) anything done or not done by the Indemnitee as a director or officer of the Company or in connection with serving
at the request of the Company as an agent of another enterprise, or (b) has been successful in defense of any Proceeding or in defense
of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement
of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred
by the Indemnitee in connection therewith to the fullest extent permitted by applicable law.


 






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6.                 
Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for a portion of the Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee
benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement
of any Proceeding, but not, however, for the total amount of the Indemnitee’s Expenses, judgments, fines, interest or penalties,
or excise taxes assessed with respect to any employee benefit or welfare plan, then the Company shall nevertheless indemnify the Indemnitee
for the portion of such Expenses, judgments, fines, interest or penalties or excise taxes to which the Indemnitee is entitled.


 


7.                 
Advancement of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company
in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable
law; provided, however, that the Indemnitee shall set forth in such request reasonable evidence that such Expenses have been incurred
by the Indemnitee in connection with such Proceeding, a statement that such Expenses do not relate to any matter described in subparagraph
9(a) of this Agreement, and an undertaking in writing to repay any advances if it is ultimately determined as provided in subparagraph
8(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement.


 


8.                 
Indemnification Procedure; Determination of Right to Indemnification.


 


(a)              
Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for
indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company
of the commencement thereof in writing. The failure and delay to so notify the Company will not relieve the Company from any liability
which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural
rights with respect to the defense of any Proceeding as a result of such omission to so notify.


 


(b)               The
Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable law, for
indemnification pursuant to this Agreement and shall be absolutely entitled to such indemnification, unless a determination is made
that the Indemnitee has not met such standards by (i) the Board by a majority vote of a quorum thereof consisting of Disinterested
Directors, (ii) the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties
to the Proceeding due to which a claim for indemnification is made under this Agreement, (iii) Independent Legal Counsel as set
forth in a written opinion (it being understood that such Independent Legal Counsel shall make such determination only if the quorum
of Disinterested Directors referred to in clause (i) of this subparagraph 8(b) is not obtainable or if the Board of the Company by a
majority vote of a quorum thereof consisting of Disinterested Directors so directs), or (iv) a court of competent jurisdiction;
provided, however, that if a Change in Control shall have occurred and the Indemnitee so requests in writing, such determination
shall be made only by a court of competent jurisdiction.


 






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(c)              
If a claim for indemnification or advancement of Expenses under this Agreement is not paid by the Company within thirty (30) days
after receipt by the Company of written notice thereof, the rights provided by this Agreement shall be enforceable by the Indemnitee in
any court of competent jurisdiction. Such judicial proceeding shall be made de novo. The burden of proving that indemnification or advances
are not appropriate shall be on the Company. Neither the failure of the directors or shareholders of the Company or Independent Legal
Counsel to have made a determination prior to the commencement of such action that indemnification or advancement of Expenses is proper
in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual determination by the directors
or shareholders of the Company or Independent Legal Counsel that the Indemnitee has not met the applicable standard of conduct shall be
a defense to an action by the Indemnitee or create a presumption for the purpose of such an action that the Indemnitee has not met the
applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself (i) create a presumption that the Indemnitee did not act in good faith and in a
manner which he reasonably believed to be in the best interests of the Company and/or its shareholders, and, with respect to any criminal
Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful or (ii) otherwise adversely affect the rights
of the Indemnitee to indemnification or advancement of Expenses under this Agreement, except as may be provided herein.


 


(d)              
If a court of competent jurisdiction shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses
hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication
(including, but not limited to, any appellate proceedings).


 


(e)               With
respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Company will be entitled to
participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may
assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee
of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for any
Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company
shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the
Indemnitee’s written consent. The Indemnitee shall have the right to employ his/her own counsel in any Proceeding, but the
fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be
at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii)
the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in
the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a
proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company. The
Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the
Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee.


 






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9.                 
Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:


 


(a)              
To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by
the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification
under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee
in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who
or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent,
representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each
such case may be provided by the Company if the Board finds it to be appropriate;


 


(b)              
To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to
any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and
collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance;


 


(c)              
To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting
of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of
the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;


 


(d)              
To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to
any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;


 


(e)              
To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to
enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare
plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or


 


(f)                If
a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company
and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for
liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for
indemnification should be submitted to appropriate courts for adjudication;


 






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(g)              
To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or


 


(h)              
To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation
between the Company or any of its subsidiaries or affiliates and such Indemnitee.


 


10.             
Continuation of Indemnification. All agreements and obligations of the Company contained herein shall continue during
the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent
of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding
by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this
Paragraph 10.


 


11.             
Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed to be exclusive
of any other rights to which the Indemnitee may be entitled under the Company’s Articles, any agreement, vote of shareholders or
vote of Disinterested Directors, provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official
capacity and as to action or omission in another capacity on behalf of the Company while holding such office.


 


12.             
Successors and Assigns.


 


(a)              
This Agreement shall be binding upon the Indemnitee, and shall inure to the benefit of, the Indemnitee and the Indemnitee’s
heirs, executors, administrators and assigns, whether or not the Indemnitee has ceased to be a director or officer, and the Company and
its successors and assigns. Upon the sale of all or substantially all of the business, assets or share capital of the Company to, or upon
the merger of the Company into or with, any corporation, partnership, joint venture, trust or other person, this Agreement shall inure
to the benefit of and be binding upon both the Indemnitee and such purchaser or successor person. Subject to the foregoing, this Agreement
may not be assigned by either party without the prior written consent of the other party hereto.


 


(b)              
If the Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, the Company shall indemnify
the Indemnitee’s estate and the Indemnitee’s spouse, heirs, executors, administrators and assigns against, and the Company
shall, and does hereby agree to assume, any and all Expenses actually and reasonably incurred by or for the Indemnitee or the Indemnitee’s
estate, in connection with the investigation, defense, appeal or settlement of any Proceeding. Further, when requested in writing by the
spouse of the Indemnitee, and/or the Indemnitee’s heirs, executors, administrators and assigns, the Company shall provide appropriate
evidence of the Company’s agreement set out herein to indemnify the Indemnitee against and to itself assume such Expenses.


 


13.              D&O
Liability Insurance. To the extent that the Company maintains a policy or policies of insurance (the “D&O Liability
Insurance”) providing liability insurance for directors and officers of the Company in their capacities as such (and for any
capacity in which any director or officer of the Company serves any other enterprise at the request of the Company), in respect of
acts or omissions occurring while serving in such capacity, Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any other director or officer under such policy or
policies.


 






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14.             
Insurance and Subrogation.


 


(a)              
If, at the time the Company receives notice of a claim hereunder, the Company has D&O Liability Insurance in effect, the Company
shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The
Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such
amount shall not affect or impair the obligations of the Company under this Agreement.


 


(b)              
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights
and to enable the Company effectively to bring suit to enforce such rights.


 


(c)              
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement
is provided) hereunder if and to the extent that Indemnitee has actually received such payment under any insurance policy (including without
limitation to policies of the D&O Liability Insurance) or other indemnity provision.


 


15.             
Severability. Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that
if any paragraph, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity,
unlawfulness or unenforceability shall not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term
or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by a court of
competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under
applicable law. The Company’s inability, pursuant to a court order or decision, to perform its obligations under this Agreement
shall not constitute a breach of this Agreement.


 


16.             
Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground
by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines,
interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are incurred with respect
to any Proceeding to the fullest extent permitted by any (a) applicable paragraph, sentence, term or provision of this Agreement that
has not been invalidated or (b) applicable law.


 


17.             
Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning
and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing
meaning. This Agreement shall be governed and interpreted in all respects in accordance with the laws of the Cayman Islands without regard
to the conflict of laws principles thereof.


 




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18.             
 Amendments. No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless
in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract
rights and may not be diminished, eliminated or otherwise affected by amendments to the Company’s Articles, or by other agreements,
including directors’ and officers’ liability insurance policies, of the Company.


 


19.             
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the
same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other.


 


20.              Notices.
Any notice required to be given under this Agreement shall be directed to the Company at [16/F, Tower 2, China Eastern Airline
Binjiang Center 277 Longlan Road, Xuhui District, Shanghai 200041 People’s Republic of China], and to the Indemnitee at                                                  
                                                                                                                                                                                                  
or to such other address as either party shall designate to the other in writing.


 


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IN WITNESS WHEREOF,
the parties have executed this Indemnification Agreement as of the date first written above.


 


	 	ECARX HOLDINGS INC.
	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 
	 	 
	 	INDEMNITEE
	 	 
	 	By:	                         
	 	Name:	 




 


[Signature Page to Indemnification
Agreement]