Exhibit 10.4


 


STRATEGIC INVESTMENT AGREEMENT


 


This
STRATEGIC INVESTMENT AGREEMENT (this “Agreement”) is entered into on May 26, 2022, by and between ECARX
Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Issuer”), and Luminar
Technologies, Inc., a Delaware corporation (the “Investor”). Capitalized terms used and not defined in this Agreement
have the meanings ascribed to such terms in the Transaction Agreement (as defined below).


 


WHEREAS,
this Agreement is being entered into in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (as may
be amended, modified, supplemented or waived from time to time in accordance with its terms, the “Transaction Agreement”),
by and among the Issuer, COVA Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”),
Ecarx Temp Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct wholly owned subsidiary
of the Issuer (“Merger Sub 1”), and Ecarx&Co Limited, an exempted company incorporated with limited liability
in the Cayman Islands and a direct wholly owned subsidiary of the Issuer (“Merger Sub 2”), pursuant to which, on the
terms and subject to the conditions set forth therein, among other things, (a) Merger Sub 1 will merge with and into SPAC (the “First
Merger”), with SPAC as the surviving company in the First Merger and, after giving effect to the First Merger, becoming a wholly
owned subsidiary of the Issuer, and (b) SPAC will merge with and into Merger Sub 2 (the “Second Merger,” and
together with the First Merger and the other transactions contemplated by the Transaction Agreement, the “Transaction”),
with Merger Sub 2 as the surviving company in the Second Merger and, after giving effect to the Second Merger, becoming a wholly owned
subsidiary of the Issuer;


 


WHEREAS,
in connection with, and contingent on the closing of, the Transaction, the Investor desires to subscribe for and purchase and the Issuer
desires to issue and sell to the Investor, on the Closing Date, 1,500,000 Class A ordinary shares in the Issuer, par value $0.000005
per share (the “Issuer Shares”) at a purchase price of $10.00 per share (the “Per Share Purchase Price”),
and as consideration for the Issuer Shares, the Investor intends to issue and sell to the Issuer a certain number of shares of Class A
common stock of the Investor, par value $0.0001 per share (the “Investor Shares”) with an aggregate value of US$15,000,000
(the “Subscription Amount”) or at the Investor’s election, pay cash in the amount of the Subscription Amount,
all on the terms and conditions set forth herein; and


 


WHEREAS, in connection with
the Transaction, the Issuer and/or SPAC (a) are entering into subscription agreements on the date hereof, and may enter into after
the date hereof, Subsequent Equity Subscription Agreements (together with the subscription agreements entered into on the date hereof,
the “Equity Subscription Agreements”) with certain investors (the “Other Equity Investors,” together
with the Investor, collectively, the “Equity Investors”), pursuant to which the Other Equity Investors have agreed
to or will agree to subscribe for and purchase, and the Issuer has agreed to or will agree to issue and sell to the Other Equity Investors,
on the Closing Date, the Issuer Shares at the Per Share Purchase Price, and (b) may enter into certain Permitted Financing Agreements
(other than the Equity Subscription Agreements) with certain parties (each, a “Financing Party”, and collectively,
the “Financing Parties”, together with the Equity Investors, the “Ecarx Investors”) pursuant to
which the Issuer may agree to, among other matters, issue Equity Securities of the Issuer to such Financing Parties.


 






     


     


    

 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:


 


		1.	Subscription.
                                            Subject to the terms and conditions hereof, the Investor hereby irrevocably subscribes for
                                            and agrees to purchase from the Issuer, and the Issuer hereby agrees to issue and sell to
                                            the Investor, the Issuer Shares, on the terms and subject to the conditions provided for
                                            herein. In its sole discretion, the Investor may elect, as consideration for the Issuer Shares,
                                            to pay cash in the amount of US$15,000,000 (the “Cash Option”) or issue
                                            the Investor Shares (the “Share Issuance Option”). If the Investor elects
                                            the Share Issuance Option, the number of the Investor Shares to be issued to the Issuer on
                                            the Closing Date shall be equal to the quotient of (a) US$15,000,000 divided by
                                            (b) the volume-weighted average price of the Investor Shares listed on the Nasdaq Global
                                            Select Market for twenty (20) consecutive trading days immediately preceding the Closing
                                            Date; provided that no fractional Investor Shares will be issued. If the number of
                                            the Investor Shares to be received by the Issuer (if the Investor elects the Share Issuance
                                            Option) pursuant to this Agreement is not a whole number, the number of Investor Shares that
                                            the Issuer shall be entitled to receive pursuant to this Agreement shall be rounded off to
                                            the nearest whole number.



 


		2.	Closing.



 


		2.1	The
                                            closing of the issuance and sale of the Issuer Shares and the Investor Shares, if applicable,
                                            contemplated hereby (the “Closing”) shall occur on the closing
                                            date of the Transaction (the “Closing Date”) and substantially concurrent
                                            with (and subject to), the consummation of the Transaction and satisfaction or waiver of
                                            the other conditions set forth in Section 3 hereof.



 


		2.2	At
                                            least five (5) business days before the expected Closing Date, the Issuer shall deliver
                                            written notice to the Investor (the “Closing Notice”) specifying
                                            the expected Closing Date and that the Issuer reasonably expects all conditions to the closing
                                            of the Transaction to be satisfied or waived on an expected closing date that is not less
                                            than five (5) business days from the date on which the Closing Notice is delivered to
                                            the Investor,



 


		(a)	if the Investor elects the Cash Option,
                                            (i) the Investor shall deliver to the Issuer, (A) three (3) business days
                                            prior to the expected closing date specified in the Closing Notice, the Subscription Amount
                                            by wire transfer of U.S. dollars in immediately available funds to the account in an escrow
                                            bank specified by the Issuer in the Closing Notice, to be held in a segregated escrow account
                                            on behalf of the Investor until the closing of the First Merger, or (B) on the expected
                                            closing date specified in the Closing Notice, the Subscription Amount to an account specified
                                            by the Issuer, or otherwise mutually agreed by the Investor and the Issuer due to regulatory
                                            reasons that apply to the Investor, by wire transfer of U.S. dollars in immediately available
                                            funds, and (ii) as soon as practicable following, but not later than one (1) business
                                            day after the Closing Date, the Issuer shall (A) issue the Issuer Shares to the Investor,
                                            free and clear of any liens or other restrictions (other than those arising under applicable
                                            securities laws) and subsequently (but not later than two (2) business days thereafter)
                                            cause the Issuer Shares to be registered in book-entry form in the name of the Investor on
                                            the Issuer’s register of members and (B) provide to the Investor evidence of such
                                            issuance from the Issuer’s transfer agent; or



 


		(b)	if the Investor elects the Share Issuance
                                            Option, as soon as practicable following, but not later than one (1) business day after
                                            the Closing Date, (i) the Investor shall (A) issue the Investor Shares to the Issuer,
                                            free and clear of any liens or other restrictions (other than those arising under applicable
                                            securities laws) and subsequently (but not later than two (2) business days thereafter)
                                            cause the Investor Shares to be registered in book-entry form in the name of the Issuer on
                                            the Investor’s stock ledger and (B) provide to the Issuer evidence of such issuance
                                            from the Investor’s transfer agent, and (ii) the Issuer shall (A) issue the
                                            Issuer Shares to the Investor, free and clear of any liens or other restrictions (other than
                                            those arising under applicable securities laws) and subsequently (but not later than two
                                            (2) business days thereafter) cause the Issuer Shares to be registered in book-entry
                                            form in the name of the Investor on the Issuer’s register of members and (B) provide
                                            to the Investor evidence of such issuance from the Issuer’s transfer agent.



 






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		2.3	If the Closing does not occur within five
                                            (5) business days following the expected closing date specified in the Closing Notice,



 


		(a)	if the Investor elected the Cash Option,
                                            unless otherwise agreed to by the Issuer and the Investor, the Issuer shall promptly (but
                                            not later than two (2) business days following the expected closing date specified in
                                            the Closing Notice) cause the escrow agent to return the Subscription Amount in full, without
                                            any deduction or penalty of any kind, for or on account of any tax, withholding, charges,
                                            set-off or otherwise, to the Investor by wire transfer of U.S. dollars in immediately available
                                            funds to the account specified by the Investor, and any book-entries for the Issuer Shares
                                            shall be deemed cancelled; provided that unless this Agreement has been terminated
                                            pursuant to Section 7, such return of funds shall not terminate this Agreement
                                            or relieve the Investor of its obligation to purchase the Issuer Shares at the Closing upon
                                            delivery by the Issuer of a subsequent Closing Notice in accordance with the terms of this
                                            Section 2; or



 


		(b)	if the Investor elected the Share Issuance
                                            Option, unless this Agreement has been terminated pursuant to Section 7, the
                                            Investor’s obligation to purchase the Issuer Shares at the Closing upon delivery by
                                            the Issuer of a subsequent Closing Notice in accordance with the terms of this Section 2
                                            is not relieved; provided, however, in no event whatsoever shall the Investor
                                            be required to purchase the Issuer Shares if, in the aggregate, the Other Equity Investors
                                            fail to purchase fifty percent (50%) or more of the Issuer Shares originally subscribed for
                                            by the Other Equity Investors pursuant to the Equity Subscription Agreements.



 


		2.4	Prior to or on the Closing Date, each of the
                                            Investor and the Issuer shall deliver to the other party any other information that is reasonably
                                            requested in order for the other party to issue the Issuer Shares or the Investor Shares
                                            (if the Investor elects the Share Issuance Option), as the case may be, including, without
                                            limitation, the legal name of the person in whose name such Issuer Shares or Investor Shares
                                            (if the Investor elects the Share Issuance Option) are to be issued and a duly executed Internal
                                            Revenue Service Form W-9 or W-8, as applicable. For purposes of this Agreement, “business
                                            day” shall mean any day other than a Saturday, Sunday or other day on which commercial
                                            banks in New York, New York, the Cayman Islands, Hong Kong and mainland China are authorized
                                            or required by law to close.



 


		3.	Conditions
                                            to Closing



 


		3.1	Conditions to Closing of the Issuer.
                                            The Issuer’s obligations to sell and issue the Issuer Shares at the Closing are subject
                                            to the fulfillment or (to the extent permitted by applicable law) written waiver, on or prior
                                            to the Closing Date, of each of the following conditions:



 


		(a)	Closing of the Transaction. All
                                            conditions precedent to effect the closing of the Transaction shall have been satisfied or
                                            waived (other than those conditions that, by their nature, may only be satisfied at the consummation
                                            of the closing of the Transaction but subject to satisfaction or waiver thereof).



 


		(b)	Representations and Warranties Correct.
                                            The representations and warranties made by the Investor in Section 4.2 shall
                                            be true and correct in all material aspects as of the Closing Date other than (i) such
                                            representations and warranties qualified by materiality, Investor Material Adverse Effect
                                            or similar qualification, which shall be true and correct in all respects as of the Closing
                                            Date and (ii) such representations and warranties which speak as to an earlier date,
                                            which representations and warranties shall be true and correct in all material respects (or,
                                            if qualified by materiality, Investor Material Adverse Effect or similar qualification,
                                            in all respects) as of such date.



 


		(c)	Legality. There shall not be in
                                            force any order, judgment, injunction, decree, writ, stipulation, determination or award,
                                            in each case, entered by or with any governmental authority, law, statute, rule or regulation
                                            enjoining or prohibiting the issuance and sale of the Issuer Shares and the Investor Shares
                                            (if the Investor elects the Share Issuance Option) under this Agreement.



 






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		(d)	Performance and Compliance under the
                                            Agreement. The Investor shall have wired the Subscription Amount in accordance with Section 2
                                            of this Agreement (if applicable) and otherwise performed, satisfied and complied in
                                            all material respects with all covenants, agreements and conditions required by this Agreement
                                            to be performed, satisfied or complied with by it at or prior to the Closing, except where
                                            the failure of such performance or compliance would not or would not reasonably be expected
                                            to prevent, materially delay, or materially impair the ability of the Investor to consummate
                                            the Closing.



 


		3.2	Conditions to Closing of the Investor.
                                            The Investor’s obligation to subscribe for and purchase the Issuer Shares at the Closing,
                                            and, if the Investor elects the Share Issuance Option, issue and sell the Investor Shares
                                            at the Closing is subject to the fulfillment or (to the extent permitted by applicable law)
                                            written waiver, on or prior to the Closing Date, of each of the following conditions:



 


		(a)	Closing of the Transaction. All
                                            conditions precedent to effect the Transaction shall have been satisfied or waived (other
                                            than those conditions that, by their nature, may only be satisfied at the closing of the
                                            Transaction but subject to satisfaction or waiver thereof) and the consummation of the Transaction
                                            shall have occurred.



 


		(b)	Representations and Warranties Correct.
                                            The representations and warranties made by the Issuer in Section 4.1 shall be
                                            true and correct in all material aspects as of the Closing Date other than (i) such
                                            representations and warranties qualified by materiality, Issuer Material Adverse Effect
                                            (as defined below) or similar qualification, which shall be true and correct in all respects
                                            as of the Closing Date and (ii) such representations and warranties which speak as to
                                            an earlier date, which representations and warranties shall be true and correct in all material
                                            respects (or, if qualified by materiality, Issuer Material Adverse Effect or similar
                                            qualification, in all respects) as of such date.



 


		(c)	Legality. There shall not be in
                                            force any order, judgment, injunction, decree, writ, stipulation, determination or award,
                                            in each case, entered by or with any governmental authority, law, statute, rule or regulation
                                            enjoining or prohibiting the issuance and sale of the Issuer Shares and the Investor Shares
                                            (if the Investor elects the Share Issuance Option) under this Agreement.



 


		(d)	Performance and Compliance under the
                                            Agreement. The Issuer shall have performed, satisfied and complied in all material respects
                                            with all covenants, agreements and conditions required by this Agreement to be performed,
                                            satisfied or complied with by it at or prior to the Closing, except where the failure of
                                            such performance or compliance would not or would not reasonably be expected to prevent,
                                            materially delay, or materially impair the ability of the Issuer to consummate the Closing.



 


		(e)	Transaction Agreement. The terms
                                            of the Transaction Agreement (including the conditions thereto) shall not have been amended
                                            or waived in a manner that materially and adversely affect the economic benefits the Investor
                                            reasonably expects to receive under this Agreement.



 


		4.	Representations,
                                            Warranties and Agreements.



 


		4.1	Issuer’s Representations, Warranties
                                            and Agreements. The Issuer hereby represents and warrants to the Investor as follows:



 


		(a)	The Issuer is an exempted company duly
                                            incorporated, validly existing and in good standing under the laws of the Cayman Islands.
                                            The Issuer has all power (corporate or otherwise) and authority to own, lease and operate
                                            its properties and conduct its business as presently conducted and contemplated to be conducted
                                            and to enter into, deliver and perform its obligations under this Agreement.



 






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		(b)	At the Closing, the Issuer Shares will
                                            have been duly authorized, and when issued and delivered to the Investor against (i) full
                                            payment in cash for the Issuer Shares in accordance with the terms of this Agreement if the
                                            Investor elects the Cash Option or (ii) issuance of the Investor Shares in full in accordance
                                            with the terms of this Agreement if the Investor elects the Share Issuance Option, and in
                                            each case registered in the Issuer’s register of members, the Issuer Shares will be
                                            validly issued and allotted and fully paid and non-assessable, free and clear of any liens
                                            or other encumbrances (other than those arising under applicable securities laws) and will
                                            not have been issued in violation of or subject to any preemptive or similar rights created
                                            under the Issuer’s organizational documents (as in effect at such time of issuance)
                                            or the laws of the Cayman Islands.



 


		(c)	This Agreement has been duly authorized,
                                            executed and delivered by the Issuer and, assuming that this Agreement constitutes the valid
                                            and binding obligation of the Investor, is enforceable against it in accordance with its
                                            terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
                                            fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting
                                            the rights of creditors generally and (ii) principles of equity, whether considered
                                            at law or equity.



 


		(d)	The
                                            issuance and sale of the Issuer Shares and the compliance by the Issuer with all of the provisions
                                            of this Agreement and the consummation of the transactions contemplated herein, will not
                                            (i) conflict with or result in a breach or violation of any of the terms or provisions
                                            of, or constitute a default under, or result in the creation or imposition of any lien, charge
                                            or encumbrance upon any of the property or assets of the Issuer pursuant to the terms of
                                            any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement
                                            or instrument to which the Issuer is a party or by which the Issuer is bound or to which
                                            any of the property or assets of the Issuer is subject, which would reasonably be expected
                                            to have a material adverse effect on the ability of the Issuer to enter into and timely perform
                                            its obligations under this Agreement (an “Issuer Material Adverse Effect”),
                                            (ii) result in any violation of the provisions of the organizational documents of the
                                            Issuer or (iii) result in any violation of any statute or any judgment, order, rule or
                                            regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
                                            over the Issuer or any of its properties that would reasonably be expected to have an Issuer
                                            Material Adverse Effect.



 


		(e)	Assuming
                                            the accuracy of the Investor’s representations and warranties set forth in Section 4.2,
                                            in connection with the offer, sale and delivery of the Issuer Shares in the manner contemplated
                                            by this Agreement, no registration under the Securities Act of 1933, as amended (the “Securities
                                            Act”) is required for the offer and sale of the Issuer Shares by the Issuer to
                                            the Investor. The Issuer Shares (i) were not offered to the Investor by any form of
                                            general solicitation or general advertising, including methods described in section 502(c) of
                                            Regulation D under the Securities Act and (ii) are not being offered in a manner involving
                                            a public offering under, or in a distribution in violation of, the Securities Act, or any
                                            state securities laws.



 


		(f)	The Issuer will use the cash proceeds
                                            of the sale of the Issuer Shares contemplated by the Equity Subscription Agreements and this
                                            Agreement exclusively to operate the Issuer’s business post-Closing and will not, directly
                                            or indirectly, or in any way, use the proceeds, or lend, contribute or otherwise make available
                                            such proceeds to any affiliates, subsidiaries, or its parent or other person or entity, for
                                            the purpose of financing the activities of any person, entity or country currently subject
                                            to sanctions imposed by any of the laws of a relevant and applicable jurisdiction, including
                                            the jurisdiction(s) in which the Agreement will take place, the United States (including
                                            sanctions programs administered by the US Department of the Treasury’s Office of Foreign
                                            Assets Control), United Kingdom and the European Union.



 






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		(g)	If the Issuer will receive the Investor
                                            Shares due to the Investor’s election of the Share Issuance Option pursuant to this
                                            Agreement, the Issuer (i) is an “accredited investor” (within the meaning
                                            of Rule 501(a) under the Securities Act), (ii) is acquiring the Investor Shares
                                            only for its own account and not for the account of others, and (iii) is not acquiring
                                            the Investor Shares with a view to, or for offer or sale in connection with, any distribution
                                            thereof in violation of the Securities Act.



 


		(h)	If the Issuer will receive the Investor
                                            Shares due to the Investor’s election of the Share Issuance Option pursuant to this
                                            Agreement, the Issuer acknowledges and agrees that (i) the Investor Shares were not
                                            offered by any form of general solicitation or general advertising and are being offered
                                            in a transaction not involving any public offering within the meaning of the Securities Act
                                            and, that the Investor Shares have not been registered under the Securities Act and the Investor
                                            is not required to register the Investor Shares except as set forth in Section 6,
                                            (ii)  the Investor Shares may not be offered, resold, transferred, pledged or otherwise
                                            disposed of by the Issuer absent an effective registration statement under the Securities
                                            Act, except (A) to the Investor or a subsidiary thereof, (B) to non-U.S. persons
                                            pursuant to offers and sales that occur solely outside the United States within the meaning
                                            of and in compliance with Regulation S under the Securities Act or (C) pursuant to another
                                            applicable exemption from the registration requirements of the Securities Act, and, in each
                                            case, in accordance with any applicable securities laws of the states of the United States
                                            and other applicable jurisdictions, and that any book-entry position or certificates representing
                                            the Investor Shares shall contain a restrictive legend to such effect, (iii) the Investor
                                            Shares will be subject to transfer restrictions and, as a result of these transfer restrictions,
                                            the Issuer may not be able to readily offer, resell, transfer, pledge or otherwise dispose
                                            of the Investor Shares and may be required to bear the financial risk of an investment in
                                            the Investor Shares for an indefinite period of time, (iv) the Investor Shares will
                                            not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144
                                            promulgated under the Securities Act until at least six months from the issuance date thereof
                                            and to the extent Rule 144 is available, and (v) it has been advised to consult
                                            legal counsel and tax and accounting advisors prior to making any offer, resale, transfer,
                                            pledge or disposition of any of the Investor Shares.



 


		(i)	If the Issuer will receive the Investor
                                            Shares due to the Investor’s election of the Share Issuance Option pursuant to this
                                            Agreement, the Issuer acknowledges and agrees that (i) the Issuer is purchasing the
                                            Investor Shares directly from the Investor and (ii) there have been no representations,
                                            warranties, covenants and agreements made to the Issuer by or on behalf of the Investor,
                                            any of its affiliates or any control persons, officers, directors, employees, partners, agents
                                            or representatives of any of the foregoing or any other person or entity, expressly or by
                                            implication, other than those representations, warranties, covenants and agreements of the
                                            Investor expressly set forth in Section 4.2 of this Agreement.



 


		(j)	If the Investor elects the Share Issuance
                                            Option, the Issuer acknowledges and agrees that (i) the Issuer has received such information
                                            as the Issuer deems necessary in order to make an investment decision with respect to the
                                            Investor Shares, including, with respect to the Investor and the business of the Investor
                                            and its subsidiaries, (ii) the Issuer has sufficient knowledge and experience in financial
                                            and business matters so as to be capable of evaluating the merits and risks of its investment
                                            in the Investor, and (iii) the Issuer is capable of bearing the economic risks of such
                                            investment, including a complete loss of its investment.



 


		(k)	If
                                            the Investor elects the Share Issuance Option, the Issuer acknowledges and agrees that no
                                            federal or state agency has passed upon or endorsed the merits of the offering of the Investor
                                            Shares or made any findings or determination as to the fairness of this investment.



 






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		(l)	The
                                            Issuer is not (i) a person or entity named on the Specially Designated Nationals and
                                            Blocked Persons List administered by the U.S. Treasury Department’s Office of Foreign
                                            Assets Control (“OFAC”) or in any Executive Order issued by the President
                                            of the United States and administered by OFAC, or a person or entity prohibited by any OFAC
                                            Sanctions program, or any similar list of sanctioned persons administered by the European
                                            Union or the United Kingdom (collectively, “Sanctions Lists”);
                                            (ii) directly or indirectly, owned or controlled by, or acting on behalf of, one or
                                            more persons that are named on the Sanctions Lists; (iii) organized, incorporated, established,
                                            located, resident or born in, or a citizen, national or the government, including any political
                                            subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria,
                                            the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial
                                            trade restrictions by the United States, the European Union or the United Kingdom; (iv) a
                                            Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515;
                                            or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S.
                                            shell bank (each, a “Prohibited Investor”). The Issuer agrees to provide
                                            law enforcement agencies, if requested thereby, such records as required by applicable law;
                                            provided that the Issuer is permitted to do so under applicable law. To the extent
                                            required, the Issuer maintains procedures that it reasonably believes to be in compliance
                                            with sanctions programs administered by the United States, the European Union and the United
                                            Kingdom. To the extent required and from and after the closing of the Transaction, the Issuer
                                            shall maintain procedures adequate and necessary to ensure its compliance with sanctions
                                            programs administered by the United States, the European Union and the United Kingdom, and
                                            the Issuer shall comply with such sanctions programs to which it is legally subject and with
                                            which it is legally obligated to comply.



 


		(m)	No broker, finder or other financial consultant
                                            is acting on behalf of the Issuer in connection with this Agreement or the transactions contemplated
                                            hereby in such a way as to create any liability of the Investor for the payment of any fees,
                                            costs, expenses or commissions.



 


		(n)	(i) The Equity Subscription Agreements
                                            reflect or will reflect the same Per Share Purchase Price and other material terms and conditions
                                            (including the registration rights) with respect to the purchase of the Issuer Shares that
                                            are no more favorable to any Other Equity Investor thereunder in any material respect than
                                            the terms of this Agreement, other than terms particular to the issuance of the Investor
                                            Shares to the Issuer hereunder (if the Investor elects the Share Issuance Option), SPAC as
                                            a signing party thereto, the nature of cash investment by such Other Equity Investor, the
                                            regulatory requirements of the Other Equity Investors or their respective affiliates or related
                                            funds that are mutual funds or are otherwise subject to regulations related to the timing
                                            of funding and the issuance of the related Issuer Shares (collectively, the “Excluded
                                            Terms”), and (ii) any Permitted Financing Agreement to the extent it provides
                                            for the issuance of Equity Securities of the Issuer, other than (A) the convertible
                                            note purchase agreement dated May 9, 2022 by and between the Issuer and Lotus Technology
                                            Inc. and the convertible note dated May 13, 2022 issued by the Issuer to Lotus Technology
                                            Inc., and (B) any Permitted Financing Agreement pursuant to which (I) the Equity
                                            Securities of the Issuer to be issued thereunder are convertible into the Issuer Shares at
                                            an effective conversion price of no less than the Per Share Purchase Price, and (II) the
                                            Permitted Financing Proceeds thereunder will be funded prior to (and not subject to) the
                                            consummation of the Transaction (the agreements in (A) and (B) are collectively
                                            referred to as the “Excluded Subscription Agreements”), will not contain
                                            any terms (other than the Excluded Terms as applied mutatis mutandis) that provide
                                            a greater economic benefit with respect to such Equity Securities of the Issuer to be received
                                            by the Financing Party than the benefits to be received by the Investor under this Agreement.



 






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		(o)	None of the Equity Subscription Agreements
                                            shall be amended, modified or terminated, and no provision thereof may be waived, in each
                                            case, in any way which would adversely affect the rights of the Investor in a manner disproportionate
                                            to any adverse effect such amendment, modification, termination or waiver would have on the
                                            rights of any of the Other Equity Investors. In addition, no Permitted Financing Agreement
                                            shall be entered into, amended, modified or terminated, and no provision thereof may be waived,
                                            in each case, in any way which would adversely affect the rights of the Investor solely with
                                            respect to the Issuer Shares in a manner disproportionate to any adverse effect such amendment,
                                            modification, termination or waiver would have on the rights of any Financing Party solely
                                            with respect to the Equity Securities of the Issuer to be received by such Financing Party
                                            pursuant to the applicable Permitted Financing Agreement. In addition, if the Issuer provides
                                            any terms more favorable to any of the Other Equity Investors with respect to the Issuer
                                            Shares under the Equity Subscription Agreements (but excluding the Excluded Terms) or terms
                                            more favorable to any of the Financing Parties with respect to the Equity Securities of the
                                            Issuer under the Permitted Financing Agreements (but excluding the Excluded Terms as applied
                                            mutatis mutandis) than those terms provided to the Investor, either directly or indirectly
                                            by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, the
                                            Issuer shall promptly provide the Investor with written notice thereof, and, upon written
                                            request of the Investor, any additional information related to such terms as may be reasonably
                                            requested by the Investor. In the event the Investor determines that such terms are preferable
                                            to the terms contemplated herein and seeks to receive any such terms, the Investor shall
                                            notify the Issuer in writing within 10 days of the receipt of the Issuer’s notice.
                                            Promptly after receipt of such written notice from the Investor, the Issuer agrees to amend
                                            and restate any required documents to provide identical terms to the Investor. Notwithstanding
                                            anything to the contrary in this Agreement, this Section 4.1(o) shall not
                                            apply to the Excluded Subscription Agreements.



 


		4.2	Investor’s Representations, Warranties
                                            and Agreements. The Investor hereby represents and warrants to the Issuer and acknowledges
                                            as follows:



 


		(a)	The Investor is a company duly incorporated,
                                            validly existing and in good standing under the laws of the State of Delaware. The Investor
                                            has all power (corporate or otherwise) and authority to own, lease and operate its properties
                                            and conduct its business as presently conducted and contemplated to be conducted and to enter
                                            into, deliver and perform its obligations under this Agreement.



 


		(b)	If the Investor elects the Share Issuance
                                            Option, at the Closing, upon issuance, the Investor Shares will be duly authorized, and when
                                            issued and delivered to the Issuer against issuance of the Issuer Shares in full in accordance
                                            with the terms of this Agreement, the Investor Shares will be validly issued and fully paid
                                            and non-assessable, free and clear of any liens or other encumbrances (other than those arising
                                            under applicable securities laws) and will not have been issued in violation of or subject
                                            to any preemptive or similar rights created under the Investor’s organizational documents
                                            (as in effect at such time of issuance) or the laws of the State of Delaware.



 


		(c)	This Agreement has been duly authorized,
                                            executed and delivered by the Investor and, assuming that this Agreement constitutes the
                                            valid and binding obligation of the Issuer, is enforceable against it in accordance with
                                            its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
                                            fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting
                                            the rights of creditors generally and (ii) principles of equity, whether considered
                                            at law or equity.



 


		(d)	The
                                            compliance by the Investor with all of the provisions of this Agreement, the consummation
                                            of the transactions contemplated herein and, if the Investor elects the Share Issuance Option,
                                            the issuance and sale of the Investor Shares, will not (i) conflict with or result in
                                            a breach or violation of any of the terms or provisions of, or constitute a default under,
                                            or result in the creation or imposition of any lien, charge or encumbrance upon any of the
                                            property or assets of the Investor pursuant to the terms of any indenture, mortgage, deed
                                            of trust, loan agreement, lease, license or other agreement or instrument to which the Investor
                                            is a party or by which the Investor is bound or to which any of the property or assets of
                                            the Investor is subject, which would reasonably be expected to have a material adverse effect
                                            on the ability of the Investor to enter into and timely perform its obligations under this
                                            Agreement (an “Investor Material Adverse Effect”), (ii) result
                                            in any violation of the provisions of the organizational documents of the Investor or (iii) result
                                            in any violation of any statute or any judgment, order, rule or regulation of any court
                                            or governmental agency or body, domestic or foreign, having jurisdiction over the Investor
                                            or any of its properties that would reasonably be expected to have an Investor Material Adverse
                                            Effect.



 






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		(e)	If the Investor elects the Share Issuance
                                            Option and assuming the accuracy of the Issuer’s representations and warranties set
                                            forth in Section 4.1, in connection with the offer, sale and delivery of the
                                            Investor Shares in the manner contemplated by this Agreement, no registration under the Securities
                                            Act is required for the offer and sale of the Investor Shares by the Investor to the Issuer.
                                            The Investor Shares (i) were not offered to the Issuer by any form of general solicitation
                                            or general advertising, including methods described in section 502(c) of Regulation
                                            D under the Securities Act and (ii) are not being offered in a manner involving a public
                                            offering under, or in a distribution in violation of, the Securities Act, or any state securities
                                            laws.



 


		(f)	The Investor (i) is an “accredited
                                            investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) is
                                            acquiring the Issuer Shares only for its own account and not for the account of others, and
                                            (iii) is not acquiring the Issuer Shares with a view to, or for offer or sale in connection
                                            with, any distribution thereof in violation of the Securities Act.



 


		(g)	The Investor acknowledges and agrees that
                                            the Issuer Shares were not offered by any form of general solicitation or general advertising
                                            and are being offered in a transaction not involving any public offering within the meaning
                                            of the Securities Act and, that the Issuer Shares have not been registered under the Securities
                                            Act and the Issuer is not required to register the Issuer Shares except as set forth in Section 5.
                                            The Investor acknowledges and agrees that the Issuer Shares may not be offered, resold, transferred,
                                            pledged or otherwise disposed of by the Investor absent an effective registration statement
                                            under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to
                                            non-U.S. persons pursuant to offers and sales that occur solely outside the United States
                                            within the meaning of and in compliance with Regulation S under the Securities Act, or (iii) pursuant
                                            to another applicable exemption from the registration requirements of the Securities Act,
                                            and, in each case, in accordance with any applicable securities laws of the states of the
                                            United States and other applicable jurisdictions, and that any book-entry position or certificates
                                            representing the Issuer Shares shall contain a restrictive legend to such effect. The Investor
                                            acknowledges and agrees that the Issuer Shares will be subject to transfer restrictions and,
                                            as a result of these transfer restrictions, the Investor may not be able to readily offer,
                                            resell, transfer, pledge or otherwise dispose of the Issuer Shares and may be required to
                                            bear the financial risk of an investment in the Issuer Shares for an indefinite period of
                                            time. The Investor acknowledges and agrees that the Issuer Shares will not be eligible for
                                            offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under
                                            the Securities Act until at least six months from the issuance date thereof and to the extent
                                            Rule 144 is available. The Investor acknowledges and agrees that it has been advised
                                            to consult legal counsel and tax and accounting advisors prior to making any offer, resale,
                                            transfer, pledge or disposition of any of the Issuer Shares.



 


		(h)	The Investor acknowledges and agrees that
                                            the Investor is purchasing the Issuer Shares directly from the Issuer. The Investor further
                                            acknowledges that there have been no representations, warranties, covenants and agreements
                                            made to the Investor by or on behalf of the Issuer, any of their respective affiliates or
                                            any control persons, officers, directors, employees, partners, agents or representatives
                                            of any of the foregoing or any other person or entity, expressly or by implication, other
                                            than those representations, warranties, covenants and agreements of the Issuer expressly
                                            set forth in Section 4.1 of this Agreement.



 


		(i)	The Investor acknowledges and agrees that
                                            the Investor has received such information as the Investor deems necessary in order to make
                                            an investment decision with respect to the Issuer Shares, including, with respect to the
                                            Issuer, the Transaction and the business of the Issuer and its subsidiaries. The Investor
                                            has sufficient knowledge and experience in financial and business matters so as to be capable
                                            of evaluating the merits and risks of its investment in the Issuer. The Investor is capable
                                            of bearing the economic risks of such investment, including a complete loss of its investment.



 






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		(j)	The Investor acknowledges that certain
                                            information provided to the Investor was based on projections, and such projections were
                                            prepared based on assumptions and estimates that are inherently uncertain and are subject
                                            to a wide variety of significant business, economic and competitive risks and uncertainties
                                            that could cause actual results to differ materially from those contained in the projections.



 


		(k)	The
                                            Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed
                                            the merits of the offering of the Issuer Shares or made any findings or determination
                                            as to the fairness of this investment.



 


		(l)	The
                                            Investor is not a Prohibited Investor. The Investor agrees to provide law enforcement
                                            agencies, if requested thereby, such records as required by applicable law; provided
                                            that the Investor is permitted to do so under applicable law. To the extent required, it
                                            maintains policies and procedures reasonably designed to ensure compliance with sanctions
                                            programs administered by the United States, the European Union and the United Kingdom.



 


		(m)	Except as expressly disclosed in a Schedule
                                            13D or Schedule 13G (or amendments thereto) filed by the Investor with the SEC with respect
                                            to the beneficial ownership of SPAC’s ordinary shares prior to the date hereof, the
                                            Investor is not currently (and at all times through Closing will refrain from being or becoming)
                                            a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
                                            the Exchange Act) acting for the purpose of acquiring, holding or disposing of equity securities
                                            of SPAC (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).



 


		(n)	If the Investor elects the Cash Option,
                                            the Investor has or has commitments to have and, when required to deliver payment to the
                                            Issuer pursuant to Section 2, will have, sufficient funds to pay the Subscription
                                            Amount and consummate the purchase and sale of the Issuer Shares pursuant to this Agreement.



 


		(o)	The Investor does not have, as of the
                                            date hereof, and during the 30-day period immediately prior to the date hereof, the Investor
                                            has not entered into, any “put equivalent position” as such term is defined in
                                            Rule 16a-1 under the Exchange Act or end of day short sale positions with respect to
                                            the securities of SPAC.



 


		(p)	No broker, finder or other financial consultant
                                            is acting on the Investor’s behalf in connection with this Agreement or the transactions
                                            contemplated hereby in such a way as to create any liability of the Issuer or SPAC for the
                                            payment of any fees, costs, expenses or commissions.



 


		(q)	The
                                            Investor agrees that, from the date of this Agreement until the Closing Date (or earlier
                                            termination of this Agreement), none of the Investor or any person or entity acting on behalf
                                            of the Investor or pursuant to any understanding with the Investor will engage in any Short
                                            Sales with respect to securities of the Issuer or SPAC. For purpose of this Section 4.2(q),
                                            “Short Sales” shall mean all “short sales” as defined in Rule 200
                                            of Regulation SHO under the Exchange Act and all types of direct and indirect share pledges
                                            (other than pledges in the ordinary course of business as part of prime brokerage arrangements),
                                            forward sale contracts, options, puts, calls, swaps and similar arrangements (including on
                                            a total return basis), and sales and other short transactions through non-U.S. broker dealers
                                            or foreign regulated brokers. Notwithstanding the foregoing, (i) the restrictions in
                                            this Section 4.2(q) shall not apply to any sale of securities of the Issuer
                                            or SPAC (A) held by the Investor or any person or entity acting on behalf of the Investor
                                            prior to the execution of this Agreement or (B) purchased by the Investor or any person
                                            or entity acting on behalf of the Investor in an open market transaction after the execution
                                            of this Agreement. Further, notwithstanding the foregoing, (ii) nothing herein shall
                                            prohibit other entities under common management with the Investor that have no knowledge
                                            of this Agreement or of the Investor’s subscription of the Issuer Shares (including
                                            the Investor’s controlled affiliates and/or affiliates) from entering into any Short
                                            Sales.



 






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		(r)	As of their respective filing dates, each
                                            form, report, statement, schedule, prospectus, proxy, registration statement or other document
                                            filed by the Investor with the SEC prior to the Closing Date (each, an “Investor
                                            SEC Document” and collectively, the “Investor SEC Documents”)
                                            complied in all material respects with the requirements of the Securities Act and Exchange
                                            Act applicable to the Investor SEC Documents and the rules and regulations of the SEC
                                            promulgated thereunder applicable to the Investor SEC Documents. None of the Investor SEC
                                            Documents contained, when filed or, if amended prior to the date of this Agreement and prior
                                            to the Closing, as of the date of such amendment with respect to those disclosures that are
                                            amended, any untrue statement of a material fact or omitted to state a material fact required
                                            to be stated therein or necessary to make the statements therein, in light of the circumstances
                                            under which they were made, not misleading, and the financial statements of the Investor
                                            included in the Investor SEC Documents complied in all material respects with applicable
                                            accounting requirements and the rules and regulations of the SEC with respect thereto
                                            as in effect at the time of filing and fairly present in all material respects the financial
                                            condition of the Investor as of and for the dates thereof and the results of operations and
                                            cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
                                            year-end audit adjustments. The Investor has timely filed each Investor SEC Document that
                                            the Investor was required to file with the SEC since its inception and through the date hereof.
                                            As of the date hereof, there are no material outstanding or unresolved comments in comment
                                            letters from the SEC staff with respect to any of the Investor SEC Documents.



 


		5.	Investor’s
                                            Registration Rights



 


		5.1	The
                                            Issuer agrees that, within sixty (60) calendar days after the Closing Date, it will file
                                            with the SEC (at the Issuer’s sole cost and expense) a registration statement registering
                                            the resale of the Issuer Shares (the “Issuer Registration Statement”),
                                            and it shall use its commercially reasonable efforts to have the Issuer Registration Statement
                                            declared effective as soon as practicable after the filing thereof; provided, however,
                                            that the Issuer’s obligations to include such shares in the Issuer Registration Statement
                                            are contingent upon Investor furnishing in writing to the Issuer such information regarding
                                            Investor, the securities of the Issuer beneficially owned by Investor and the intended method
                                            of disposition of the Issuer Shares as shall be reasonably requested by the Issuer to effect
                                            the registration of the Issuer Shares, and Investor shall execute such documents in connection
                                            with such registration as the Issuer may reasonably request that are customary of a selling
                                            shareholder in similar situations, including providing that the Issuer shall be entitled
                                            to postpone and suspend the effectiveness or use of the Issuer Registration Statement as
                                            permitted hereunder.



 


		5.2	The
                                            Issuer agrees to, except for such times as the Issuer is permitted hereunder to suspend the
                                            use of the prospectus forming part of an Issuer Registration Statement, use its commercially
                                            reasonable efforts to cause such Issuer Registration Statement (including any post-effective
                                            amendment to such Issuer Registration Statement), or another shelf registration statement
                                            that includes the Issuer Shares to be issued pursuant to this Agreement, to remain effective
                                            until the earliest of (i) the second anniversary of the Closing, (ii) the date
                                            on which the Investor ceases to hold any Issuer Shares issued pursuant to this Agreement,
                                            or (iii) on the first date on which the Investor is able to sell all of its Issuer Shares
                                            issued pursuant to this Agreement (or shares received in exchange therefor) under Rule 144
                                            promulgated under the Securities Act (“Rule 144”) without
                                            the public information, volume or manner of sale limitations of such rule (such date,
                                            the “Issuer End Date”).



 


		5.3	The Issuer will use all commercially reasonable
                                            efforts, at all times from the Closing Date through the Issuer End Date, to satisfy any applicable
                                            continuing listing requirements of the Nasdaq Stock Market in respect of the Issuer Shares.
                                            The Investor agrees to disclose its ownership to the Issuer upon request to assist it in
                                            making the determination with respect to Rule 144 described in clause (iii) of
                                            Section 5.2 above. The Issuer may amend the Issuer Registration Statement so
                                            as to convert the Issuer Registration Statement to an Issuer Registration Statement on Form F-3
                                            at such time after the Issuer becomes eligible to use such Form F-3. The Investor acknowledges
                                            and agrees that the Issuer may suspend the use of any such registration statement if it determines
                                            that in order for such registration statement not to contain a material misstatement or omission,
                                            an amendment thereto would be needed to include information that would at that time not otherwise
                                            be required in a current, quarterly, or annual report under the Exchange Act, provided
                                            that any such suspension shall be for the shortest period of time, determined in good
                                            faith by the Issuer’s Board of Directors to be necessary for such purpose.



 






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		5.4	Notwithstanding the foregoing, if the SEC
                                            prevents the Issuer from including any or all of the shares proposed to be registered under
                                            the Issuer Registration Statement due to limitations on the use of Rule 415 of the Securities
                                            Act for the resale of the Issuer Shares by the applicable shareholders or otherwise, such
                                            Issuer Registration Statement shall register for resale such number of the Issuer Shares
                                            which is equal to the maximum number of the Issuer Shares as is permitted by the SEC. In
                                            such event, the number of the Issuer Shares to be registered shall be reduced (a) firstly,
                                            pro rata among all the selling shareholders other than the Ecarx Investors; and (b) secondly,
                                            only if the number of the Issuer Shares to be registered for the selling shareholders other
                                            than the Ecarx Investors has been reduced to zero, pro rata among the Ecarx Investors, and
                                            the Issuer shall use its commercially reasonable efforts to file with the SEC, as promptly
                                            as practicable and as allowed by the SEC, one or more registration statements to register
                                            the resale of those Issuer Shares that were not registered on the initial Issuer Registration
                                            Statement, as so amended.



 


		5.5	Notwithstanding
                                            anything to the contrary in this Agreement, the Issuer shall be entitled to delay or postpone
                                            the effectiveness of the Issuer Registration Statement, and from time to time to require
                                            the Investor not to sell under the Issuer Registration Statement or to suspend the effectiveness
                                            thereof, if (a) the use of the Issuer Registration Statement would require the inclusion
                                            of financial statements that are unavailable for reasons beyond the Issuer’s control,
                                            (b) the Issuer determines that in order for the Issuer Registration Statement to not
                                            contain a material misstatement or omission, (i) an amendment thereto would be needed
                                            to include information that would at that time not otherwise be required in a current, quarterly,
                                            or annual report under the Exchange Act or (ii) the negotiation or consummation of a
                                            transaction by the Issuer or its subsidiaries is pending or an event has occurred, which
                                            negotiation, consummation or event that the Issuer reasonably believes would require additional
                                            disclosure by the Issuer in the Issuer Registration Statement of material information that
                                            the Issuer has a bona fide business purpose for keeping confidential and the non-disclosure
                                            of which in the Issuer Registration Statement would be expected, in the reasonable determination
                                            of the Issuer’s board of directors to cause the Issuer Registration Statement to fail
                                            to comply with applicable disclosure requirements (each such circumstance, an “Issuer
                                            Suspension Event”). Upon receipt of any written notice from the Issuer
                                            of the happening of any Issuer Suspension Event during the period that the Issuer Registration
                                            Statement is effective or if as a result of an Issuer Suspension Event the Issuer Registration
                                            Statement or related prospectus contains any untrue statement of a material fact or omits
                                            to state any material fact required to be stated therein or necessary to make the statements
                                            therein, in light of the circumstances under which they were made (in the case of the prospectus)
                                            not misleading, the Investor agrees that (i) it will immediately discontinue offers
                                            and sales of the Issuer Shares under the Issuer Registration Statement (excluding, for the
                                            avoidance of doubt, sales conducted pursuant to Rule 144) until the Investor receives
                                            copies of a supplemental or amended prospectus that corrects the misstatement(s) or
                                            omission(s) referred to above and receives notice that any post-effective amendment
                                            has become effective or unless otherwise notified by the Issuer that it may resume such offers
                                            and sales; provided, for the avoidance of doubt, that the Issuer shall not include
                                            any material non-public information in any such written notice. If so directed by the Issuer,
                                            the Investor will deliver to the Issuer or destroy all copies of the prospectus covering
                                            the Issuer Shares in the Investor’s possession. The Issuer may not delay or suspend
                                            any filing, initial effectiveness or continued use of an Issuer Registration Statement pursuant
                                            to this Section 5.5 on more than three (3) occasions or for more than sixty
                                            (60) consecutive days or for more than one hundred and twenty (120) total calendar days,
                                            in each case, in any 12-month period. Notwithstanding anything to the contrary in this Agreement,
                                            the Investor agrees and acknowledges that any offer or sale of the Issuer Shares shall be
                                            in compliance with applicable securities laws, and if applicable, the Issuer’s customary
                                            insider trading policy.



 






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		5.6	Indemnification.



 


		(a)	The Issuer agrees to indemnify and hold
                                            harmless, to the extent permitted by law, the Investor, its directors, and officers, employees,
                                            and agents, and each person who controls the Investor (within the meaning of the Securities
                                            Act or the Exchange Act) from and against any and all losses, claims, damages, liabilities
                                            and reasonable and documented out-of-pocket expenses (including, without limitation, any
                                            reasonable and documented attorneys’ fees and expenses incurred in connection with
                                            defending or investigating any such action or claim) caused by any untrue or alleged untrue
                                            statement of a material fact contained in any Issuer Registration Statement, prospectus included
                                            in any Issuer Registration Statement or preliminary prospectus or any amendment thereof or
                                            supplement thereto or any omission or alleged omission of a material fact required to be
                                            stated therein or necessary to make the statements therein not misleading, except insofar
                                            as the same are caused by or contained in any information furnished in writing to the Issuer
                                            by or on behalf of the Investor expressly for use therein or such Investor has omitted a
                                            material fact from such information or otherwise violated the Securities Act, Exchange Act
                                            or any state securities law or any other law, rule or regulation thereunder; provided,
                                            however, that the indemnification contained in this Section 5.6(a) shall
                                            not apply to amounts paid by the Investor in settlement of any losses, claims, damages, liabilities
                                            or out-of-pocket expenses if such settlement is effected without the consent of the Issuer,
                                            which consent shall not be unreasonably withheld. In no event shall the liability of the
                                            Issuer be greater in amount than the dollar amount of the net proceeds received by the Issuer
                                            upon the sale of the Investor Shares purchased pursuant to this Agreement, or if the Investor
                                            elects the Cash Option, US$15,000,000.



 


		(b)	In connection with any Issuer Registration
                                            Statement in which the Investor is participating, the Investor agrees to indemnify and hold
                                            harmless the Issuer, its directors and officers and agents and each person who controls the
                                            Issuer (within the meaning of the Securities Act) against any losses, claims, damages, liabilities
                                            and expenses (including, without limitation, reasonable and documented attorneys’ fees)
                                            resulting from any untrue statement of material fact contained in the Issuer Registration
                                            Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto
                                            or any omission of a material fact required to be stated therein or necessary to make the
                                            statements therein not misleading, but only to the extent that such untrue statement or omission
                                            is contained (or not contained, in the case of an omission) in any information or affidavit
                                            so furnished in writing by or on behalf of the Investor expressly for use therein; provided,
                                            however, that the liability of the Investor shall be several and not joint with any other
                                            selling shareholder and in no event shall the liability of the Investor be greater in amount
                                            than the dollar amount of the net proceeds received by the Investor upon the sale of the
                                            Issuer Shares purchased pursuant to this Agreement giving rise to such indemnification obligation.



 


		(c)	Any person entitled to indemnification
                                            herein shall (i) give prompt written notice to the indemnifying party of any claim with
                                            respect to which it seeks indemnification (provided that the failure to give prompt
                                            notice shall not impair any person’s right to indemnification hereunder to the extent
                                            such failure has not prejudiced the indemnifying party) and (ii) permit such indemnifying
                                            party to assume the defense of such claim with counsel it elects in its sole discretion.
                                            If such defense is assumed, the indemnifying party will not be liable to the indemnified
                                            party for any legal or other expenses incurred by the indemnified party and shall not be
                                            subject to any liability for any settlement made by the indemnified party without its consent.
                                            An indemnifying party who elects not to assume the defense of a claim shall not be obligated
                                            to pay the fees and expenses of more than one counsel for all parties indemnified by such
                                            indemnifying party with respect to such claim, unless in the reasonable judgment of legal
                                            counsel to any indemnified party a conflict of interest exists between such indemnified party
                                            and any other of such indemnified parties with respect to such claim. No indemnifying party
                                            shall, without the consent of the indemnified party, consent to the entry of any judgment
                                            or enter into any settlement which cannot be settled in all respects by the payment of money
                                            (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
                                            or which settlement does not include as an unconditional term thereof the giving by the claimant
                                            or plaintiff to such indemnified party of a release from all liability in respect to such
                                            claim or litigation.



 






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		(d)	The indemnification provided for under
                                            this Agreement shall remain in full force and effect regardless of any investigation made
                                            by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate
                                            or controlling person of such indemnified party and shall survive the transfer of the Issuer
                                            Shares purchased pursuant to this Agreement.



 


		(e)	If the indemnification provided under
                                            this Section 5.6 from the indemnifying party is unavailable or insufficient to
                                            hold harmless an indemnified party in respect of any losses, claims, damages, liabilities
                                            and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the
                                            indemnified party, shall contribute to the amount paid or payable by the indemnified party
                                            as a result of such losses, claims, damages, liabilities and expenses in such proportion
                                            as is appropriate to reflect the relative fault of the indemnifying party and the indemnified
                                            party, as well as any other relevant equitable considerations. The relative fault of the
                                            indemnifying party and indemnified party shall be determined by reference to, among other
                                            things, whether any action in question, including any untrue or alleged untrue statement
                                            of a material fact or omission or alleged omission to state a material fact, was made by,
                                            or relates to information supplied by or on behalf of, such indemnifying party or indemnified
                                            party, and the indemnifying party’s and indemnified party’s relative intent,
                                            knowledge, access to information and opportunity to correct or prevent such action. The amount
                                            paid or payable by a party as a result of the losses or other liabilities referred to above
                                            shall be deemed to include, subject to the limitations set forth above, any legal or other
                                            fees, charges or expenses reasonably incurred by such party in connection with any investigation
                                            or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
                                            the Securities Act) shall be entitled to contribution pursuant to this Section 5.6(e) from
                                            any person who was not guilty of such fraudulent misrepresentation. Any contribution pursuant
                                            to this Section 5.6(e) by any seller of Issuer Shares shall be limited in
                                            amount to the amount of net proceeds received by such seller from the sale of such Issuer
                                            Shares pursuant to the Issuer Registration Statement. Notwithstanding anything to the contrary
                                            herein, in no event will any party be liable for consequential, special, exemplary or punitive
                                            damages in connection with this Agreement.



 


		6.	Issuer’s
                                            Registration Rights



 


The
following shall be applicable only if the Investor elects the Share Issuance Option:


 


		6.1	The
                                            Investor agrees that, within sixty (60) calendar days after the Closing Date, it will file
                                            with the SEC (at the Investor’s sole cost and expense) a registration statement registering
                                            the resale of the Investor Shares (the “Investor Registration Statement”),
                                            and it shall use its commercially reasonable efforts to have the Investor Registration Statement
                                            declared effective as soon as practicable after the filing thereof; provided, however,
                                            that the Investor’s obligations to include such shares in the Investor Registration
                                            Statement are contingent upon Issuer furnishing in writing to the Investor such information
                                            regarding Issuer, the securities of the Investor beneficially owned by Issuer and the intended
                                            method of disposition of the Investor Shares as shall be reasonably requested by the Investor
                                            to effect the registration of the Investor Shares, and Issuer shall execute such documents
                                            in connection with such registration as the Investor may reasonably request that are customary
                                            of a selling shareholder in similar situations, including providing that the Investor shall
                                            be entitled to postpone and suspend the effectiveness or use of the Investor Registration
                                            Statement as permitted hereunder.



 






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		6.2	The
                                            Investor agrees to, except for such times as the Investor is permitted hereunder to suspend
                                            the use of the prospectus forming part of an Investor Registration Statement, use its commercially
                                            reasonable efforts to cause such Investor Registration Statement (including any post-effective
                                            amendment to such Investor Registration Statement), or another shelf registration statement
                                            that includes the Investor Shares to be issued pursuant to this Agreement, to remain effective
                                            until the earliest of (i) the second anniversary of the Closing, (ii) the date
                                            on which the Issuer ceases to hold any Investor Shares issued pursuant to this Agreement,
                                            or (iii) on the first date on which the Issuer is able to sell all of its Investor Shares
                                            issued pursuant to this Agreement (or shares received in exchange therefor) under Rule 144
                                            without the public information, volume or manner of sale limitations of such rule (such
                                            date, the “Investor End Date”).



 


		6.3	The Investor will use all commercially reasonable
                                            efforts, at all times from the Closing Date through the Investor End Date, to satisfy any
                                            applicable continuing listing requirements of the Nasdaq Stock Market in respect of the Investor
                                            Shares. The Issuer agrees to disclose its ownership to the Investor upon request to assist
                                            it in making the determination with respect to Rule 144 described in clause (iii) of
                                            Section 6.2 above. The Issuer acknowledges and agrees that the Investor may suspend
                                            the use of any such registration statement if it determines that in order for such registration
                                            statement not to contain a material misstatement or omission, an amendment thereto would
                                            be needed to include information that would at that time not otherwise be required in a current,
                                            quarterly, or annual report under the Exchange Act, provided that any such suspension
                                            shall be for the shortest period of time, determined in good faith by the Investor’s
                                            Board of Directors to be necessary for such purpose.



 


		6.4	Notwithstanding the foregoing, if the SEC
                                            prevents the Investor from including any or all of the shares proposed to be registered under
                                            the Investor Registration Statement due to limitations on the use of Rule 415 of the
                                            Securities Act for the resale of the Investor Shares by the applicable shareholders or otherwise,
                                            such Investor Registration Statement shall register for resale such number of the Investor
                                            Shares which is equal to the maximum number of the Investor Shares as is permitted by the
                                            SEC. In such event, the number of the Investor Shares to be registered shall be reduced (a) firstly,
                                            pro rata among all the selling shareholders other than the Issuer; and (b) secondly,
                                            only if the number of the Investor Shares to be registered for the selling shareholders other
                                            than the Issuer has been reduced to zero, the Issuer, and the Investor shall use its commercially
                                            reasonable efforts to file with the SEC, as promptly as practicable and as allowed by the
                                            SEC, one or more registration statements to register the resale of those Investor Shares
                                            that were not registered on the initial Investor Registration Statement, as so amended.



 


		6.5	Notwithstanding
                                            anything to the contrary in this Agreement, the Investor shall be entitled to delay or postpone
                                            the effectiveness of the Investor Registration Statement, and from time to time to require
                                            the Issuer not to sell under the Investor Registration Statement or to suspend the effectiveness
                                            thereof, if (a) the use of the Investor Registration Statement would require the inclusion
                                            of financial statements that are unavailable for reasons beyond the Investor’s control,
                                            (b) the Investor determines that in order for the Investor Registration Statement to
                                            not contain a material misstatement or omission, (i) an amendment thereto would be needed
                                            to include information that would at that time not otherwise be required in a current, quarterly,
                                            or annual report under the Exchange Act or (ii) the negotiation or consummation of a
                                            transaction by the Investor or its subsidiaries is pending or an event has occurred, which
                                            negotiation, consummation or event that the Investor reasonably believes would require additional
                                            disclosure by the Investor in the Investor Registration Statement of material information
                                            that the Investor has a bona fide business purpose for keeping confidential and the non-disclosure
                                            of which in the Investor Registration Statement would be expected, in the reasonable determination
                                            of the Investor’s board of directors to cause the Investor Registration Statement to
                                            fail to comply with applicable disclosure requirements (each such circumstance, an “Investor
                                            Suspension Event”). Upon receipt of any written notice from the Investor
                                            of the happening of any Investor Suspension Event during the period that the Investor Registration
                                            Statement is effective or if as a result of an Investor Suspension Event the Investor Registration
                                            Statement or related prospectus contains any untrue statement of a material fact or omits
                                            to state any material fact required to be stated therein or necessary to make the statements
                                            therein, in light of the circumstances under which they were made (in the case of the prospectus)
                                            not misleading, the Issuer agrees that (i) it will immediately discontinue offers and
                                            sales of the Investor Shares under the Investor Registration Statement (excluding, for the
                                            avoidance of doubt, sales conducted pursuant to Rule 144) until the Issuer receives
                                            copies of a supplemental or amended prospectus that corrects the misstatement(s) or
                                            omission(s) referred to above and receives notice that any post-effective amendment
                                            has become effective or unless otherwise notified by the Investor that it may resume such
                                            offers and sales; provided, for the avoidance of doubt, that the Investor shall not
                                            include any material non-public information in any such written notice. If so directed by
                                            the Investor, the Issuer will deliver to the Investor or destroy all copies of the prospectus
                                            covering the Investor Shares in the Issuer’s possession. The Investor may not delay
                                            or suspend any filing, initial effectiveness or continued use of an Investor Registration
                                            Statement pursuant to this Section 6.5 on more than three (3) occasions
                                            or for more than sixty (60) consecutive days or for more than one hundred and twenty (120)
                                            total calendar days, in each case, in any 12-month period. Notwithstanding anything to the
                                            contrary in this Agreement, the Issuer agrees and acknowledges that any offer or sale of
                                            the Investor Shares shall be in compliance with applicable securities laws, and if applicable,
                                            the Investor’s customary insider trading policy.



 






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		6.6	Indemnification.



 


		(a)	The Investor agrees to indemnify and hold
                                            harmless, to the extent permitted by law, the Issuer, its directors, and officers, employees,
                                            and agents, and each person who controls the Issuer (within the meaning of the Securities
                                            Act or the Exchange Act) from and against any and all losses, claims, damages, liabilities
                                            and reasonable and documented out-of-pocket expenses (including, without limitation, any
                                            reasonable and documented attorneys’ fees and expenses incurred in connection with
                                            defending or investigating any such action or claim) caused by any untrue or alleged untrue
                                            statement of a material fact contained in any Investor Registration Statement, prospectus
                                            included in any Investor Registration Statement or preliminary prospectus or any amendment
                                            thereof or supplement thereto or any omission or alleged omission of a material fact required
                                            to be stated therein or necessary to make the statements therein not misleading, except insofar
                                            as the same are caused by or contained in any information furnished in writing to the Investor
                                            by or on behalf of the Issuer expressly for use therein or such Issuer has omitted a material
                                            fact from such information or otherwise violated the Securities Act, Exchange Act or any
                                            state securities law or any other law, rule or regulation thereunder; provided,
                                            however, that the indemnification contained in this Section 6.6(a) shall
                                            not apply to amounts paid by the Issuer in settlement of any losses, claims, damages, liabilities
                                            or out-of-pocket expenses if such settlement is effected without the consent of the Investor,
                                            which consent shall not be unreasonably withheld. In no event shall the liability of the
                                            Investor be greater in amount than the dollar amount of the net proceeds received by the
                                            Investor upon the sale of the Issuer Shares purchased pursuant to this Agreement.



 


		(b)	In connection with any Investor Registration
                                            Statement in which the Issuer is participating, the Issuer agrees to indemnify and hold harmless
                                            the Investor, its directors and officers and agents and each person who controls the Investor
                                            (within the meaning of the Securities Act) against any losses, claims, damages, liabilities
                                            and expenses (including, without limitation, reasonable and documented attorneys’ fees)
                                            resulting from any untrue statement of material fact contained in the Investor Registration
                                            Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto
                                            or any omission of a material fact required to be stated therein or necessary to make the
                                            statements therein not misleading, but only to the extent that such untrue statement or omission
                                            is contained (or not contained, in the case of an omission) in any information or affidavit
                                            so furnished in writing by or on behalf of the Issuer expressly for use therein; provided,
                                            however, that the liability of the Issuer shall be several and not joint with any
                                            other selling shareholder and in no event shall the liability of the Issuer be greater in
                                            amount than the dollar amount of the net proceeds received by the Issuer upon the sale of
                                            the Investor Shares purchased pursuant to this Agreement giving rise to such indemnification
                                            obligation.



 






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		(c)	Any person entitled to indemnification
                                            herein shall (i) give prompt written notice to the indemnifying party of any claim with
                                            respect to which it seeks indemnification (provided that the failure to give prompt
                                            notice shall not impair any person’s right to indemnification hereunder to the extent
                                            such failure has not prejudiced the indemnifying party) and (ii) permit such indemnifying
                                            party to assume the defense of such claim with counsel it elects in its sole discretion.
                                            If such defense is assumed, the indemnifying party will not be liable to the indemnified
                                            party for any legal or other expenses incurred by the indemnified party and shall not be
                                            subject to any liability for any settlement made by the indemnified party without its consent.
                                            An indemnifying party who elects not to assume the defense of a claim shall not be obligated
                                            to pay the fees and expenses of more than one counsel for all parties indemnified by such
                                            indemnifying party with respect to such claim, unless in the reasonable judgment of legal
                                            counsel to any indemnified party a conflict of interest exists between such indemnified party
                                            and any other of such indemnified parties with respect to such claim. No indemnifying party
                                            shall, without the consent of the indemnified party, consent to the entry of any judgment
                                            or enter into any settlement which cannot be settled in all respects by the payment of money
                                            (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
                                            or which settlement does not include as an unconditional term thereof the giving by the claimant
                                            or plaintiff to such indemnified party of a release from all liability in respect to such
                                            claim or litigation.



 


		(d)	The indemnification provided for under
                                            this Agreement shall remain in full force and effect regardless of any investigation made
                                            by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate
                                            or controlling person of such indemnified party and shall survive the transfer of the Investor
                                            Shares purchased pursuant to this Agreement.



 


		(e)	If the indemnification provided under
                                            this Section 6.6 from the indemnifying party is unavailable or insufficient to
                                            hold harmless an indemnified party in respect of any losses, claims, damages, liabilities
                                            and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the
                                            indemnified party, shall contribute to the amount paid or payable by the indemnified party
                                            as a result of such losses, claims, damages, liabilities and expenses in such proportion
                                            as is appropriate to reflect the relative fault of the indemnifying party and the indemnified
                                            party, as well as any other relevant equitable considerations. The relative fault of the
                                            indemnifying party and indemnified party shall be determined by reference to, among other
                                            things, whether any action in question, including any untrue or alleged untrue statement
                                            of a material fact or omission or alleged omission to state a material fact, was made by,
                                            or relates to information supplied by or on behalf of, such indemnifying party or indemnified
                                            party, and the indemnifying party’s and indemnified party’s relative intent,
                                            knowledge, access to information and opportunity to correct or prevent such action. The amount
                                            paid or payable by a party as a result of the losses or other liabilities referred to above
                                            shall be deemed to include, subject to the limitations set forth above, any legal or other
                                            fees, charges or expenses reasonably incurred by such party in connection with any investigation
                                            or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
                                            the Securities Act) shall be entitled to contribution pursuant to this Section 6.6(e) from
                                            any person who was not guilty of such fraudulent misrepresentation. Any contribution pursuant
                                            to this Section 6.6(e) by any seller of Investor Shares shall be limited
                                            in amount to the amount of net proceeds received by such seller from the sale of such Investor
                                            Shares pursuant to the Investor Registration Statement. Notwithstanding anything to the contrary
                                            herein, in no event will any party be liable for consequential, special, exemplary or punitive
                                            damages in connection with this Agreement.



 


		7.	Termination.
                                            This Agreement shall terminate and be void and of no further force and effect, and all rights
                                            and obligations of the parties hereunder shall terminate without any further liability on
                                            the part of any party in respect thereof, upon the earliest to occur of (a) such date
                                            and time as the Transaction Agreement is terminated in accordance with its terms without
                                            being consummated, (b) upon the mutual written agreement of each of the parties hereto
                                            to terminate this Agreement, and (c) on the 300th day after the date hereof (and if
                                            such 300th day shall not be a business day, then the next following business day), if the
                                            Closing has not occurred by such date other than as a result of a breach of the Investor’s
                                            obligations hereunder; provided that nothing herein will relieve any party from liability
                                            for any willful breach hereof prior to the time of termination, and each party will be entitled
                                            to any remedies at law or in equity to recover losses, liabilities or damages arising from
                                            any such willful breach. The Issuer shall notify the Investor in writing of the termination
                                            of the Transaction Agreement promptly after the termination of such agreement. In the event
                                            the Investor elects the Cash Option, upon the termination of this Agreement in accordance
                                            with this Section 7, any monies paid by the Investor to the Issuer in connection
                                            herewith shall be promptly (and in any event within two (2) business days after such
                                            termination) returned to the Investor without any deduction for or on account of any tax,
                                            withholding, charges, or set-off.



 






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		8.	Miscellaneous.



 


		8.1	Assignment. Neither this Agreement
                                            nor any rights, interests or obligations that may accrue to the parties hereunder (other
                                            than the Issuer Shares and the Investor Shares acquired hereunder, if any) may be transferred
                                            or assigned without the prior written consent of each of the other parties hereto, other
                                            than (a) an assignment by the Investor to any affiliate of the Investor; provided
                                            that prior to such assignment any such assignee shall agree in writing to be bound by
                                            the terms hereof; provided, further, that no assignment pursuant to the foregoing
                                            terms shall relieve the Investor of its obligations hereunder, (b) an assignment of
                                            the Investor’s rights under Section 5 to an assignee or transferee of the
                                            Issuer Shares, (c) an assignment by the Issuer to any affiliate of the Issuer; provided
                                            that prior to such assignment any such assignee shall agree in writing to be bound by
                                            the terms hereof; provided, further, that no assignment pursuant to the foregoing
                                            terms shall relieve the Issuer of its obligations hereunder, and (d) an assignment of
                                            the Issuer’s rights under Section 6 to an assignee or transferee of the
                                            Investor Shares.



 


		8.2	Additional Information.



 


		(a)	The Issuer may request from the Investor
                                            such additional information as is reasonably necessary for SPAC or the Issuer, as applicable,
                                            to comply with public disclosure requirements of applicable securities laws or any filing
                                            requirements pursuant to the rules of any stock exchange or the Financial Industry Regulatory
                                            Authority, and the Investor shall provide such information; provided that, subject
                                            to Section 5.5, the Issuer shall keep any such information provided by the Investor
                                            confidential except (a) as necessary to include in any registration statement the Issuer
                                            is required to file hereunder, (b) as required by the federal securities law or pursuant
                                            to other routine proceedings of regulatory authorities or (c) to the extent such disclosure
                                            is required by law, at the request of the staff of the SEC or regulatory agency or under
                                            the regulations of any national securities exchange on which SPAC’s securities are
                                            listed or the Issuer’s securities will be listed for trading. The Investor acknowledges
                                            that SPAC and/or the Issuer may file a copy of the form of this Agreement with the SEC as
                                            an exhibit to a current or periodic report or a registration statement of SPAC or the Issuer,
                                            as applicable. The Issuer may request from the Investor such additional information as the
                                            Issuer may reasonably deem necessary to register the resale of the Issuer Shares and evaluate
                                            the eligibility of the Investor to acquire the Issuer Shares, and the Investor shall promptly
                                            provide such information as may reasonably be requested to the extent readily available.
                                            The Investor acknowledges and agrees that if it does not provide the Issuer with such requested
                                            information, the Issuer may not be able to register the Investor’s Issuer Shares for
                                            resale pursuant to Section 5 hereof.



 


		(b)	The Investor may request from the Issuer
                                            such additional information as is reasonably necessary for the Investor to comply with public
                                            disclosure requirements of applicable securities laws or any filing requirements pursuant
                                            to the rules of any stock exchange or the Financial Industry Regulatory Authority, and
                                            the Issuer shall provide such information; provided that, subject to Section 6.5,
                                            the Investor shall keep any such information provided by the Issuer confidential except (a) as
                                            necessary to include in any registration statement the Investor is required to file hereunder,
                                            (b) as required by the federal securities law or pursuant to other routine proceedings
                                            of regulatory authorities or (c) to the extent such disclosure is required by law, at
                                            the request of the staff of the SEC or regulatory agency or under the regulations of any
                                            national securities exchange on which the Investor’s securities are listed for trading.
                                            The Issuer acknowledge that the Investor may file a copy of the form of this Agreement with
                                            the SEC as an exhibit to a current or periodic report or a registration statement of the
                                            Investor. The Investor may request from the Issuer such additional information as the Investor
                                            may reasonably deem necessary to register the resale of the Investor Shares and evaluate
                                            the eligibility of the Issuer to acquire the Investor Shares, and the Issuer shall promptly
                                            provide such information as may reasonably be requested to the extent readily available.
                                            The Issuer acknowledges and agrees that if it does not provide the Investor with such requested
                                            information, the Investor may not be able to register the Issuer’s Investor Shares
                                            for resale pursuant to Section 6 hereof.



 






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		8.3	Further Assurances.



 


		(a)	The Investor acknowledges that the Issuer
                                            will rely on the acknowledgments, understandings, agreements, covenants, representations
                                            and warranties of the Investor contained in this Agreement. Prior to the Closing, the Investor
                                            agrees to promptly notify the Issuer if any of the acknowledgments, understandings, agreements,
                                            covenants representations and warranties made by the Investor set forth herein are no longer
                                            accurate in all material respects. The Investor acknowledges and agrees that each purchase
                                            by the Issuer of the Investor Shares from the Investor or each purchase by the Investor of
                                            the Issuer Shares from the Issuer will constitute a reaffirmation of the acknowledgments,
                                            understandings, agreements, representations and warranties herein (as modified by any such
                                            notice) by the Investor as of the time of such purchase.



 


		(b)	The Issuer acknowledges that the Investor
                                            will rely on the acknowledgements, understandings, agreements, covenants, representations
                                            and warranties of the Issuer contained in this Agreement. Prior to the Closing, the Issuer
                                            agrees to promptly notify the Investor if any of the acknowledgements, understandings, agreements,
                                            covenants, representations and warranties made by the Issuer, as applicable, set forth herein
                                            are no longer accurate in all material respects. The Issuer acknowledges and agrees that
                                            each purchase by the Investor of the Issuer Shares from the Issuer or each purchase by the
                                            Issuer of the Investor Shares from the Investor will constitute a reaffirmation of the acknowledgments,
                                            understandings, agreements, representations and warranties herein (as modified by any such
                                            notice) by the Issuer as of the time of such purchase.



 


		(c)	Each of the Investor and the Issuer is
                                            irrevocably authorized to produce this Agreement or a copy hereof to any interested party
                                            in any action, suit, hearing, claim, charge, audit, lawsuit, litigation, inquiry or proceeding
                                            (in each case, whether civil, criminal or administrative or at law or in equity) with respect
                                            to the matters covered hereby.



 


		(d)	The
                                            Investor acknowledges and agrees that none of any other party to the Transaction Agreement
                                            (other than the Issuer) or any Issuer Non-Party Affiliate, shall have any liability (including
                                            in contract, tort, under federal or state securities laws or otherwise) to the Investor pursuant
                                            to this Agreement related to the private placement of the Issuer Shares, the negotiation
                                            hereof or thereof or the subject matter hereof or thereof, or the transactions contemplated
                                            hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken by
                                            any of them in connection with the purchase of the Issuer Shares, or with respect to any
                                            claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect
                                            of any written or oral representations made or alleged to be made in connection herewith,
                                            as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or
                                            omissions with respect to any information or materials of any kind furnished by the Issuer
                                            or any Issuer Non-Party Affiliate concerning the Issuer, any of their respective controlled
                                            affiliates, this Agreement or the transactions contemplated hereby. For purposes of this
                                            Agreement, “Issuer Non-Party Affiliates” means each former,
                                            current or future officer, director, employee, partner, member, manager, direct or indirect
                                            equityholder or affiliate of the Issuer or any of the Issuer’s controlled affiliates
                                            or any family member of the foregoing.



 






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		(e)	The
                                            Issuer acknowledges and agrees that none of any other party to the Transaction Agreement
                                            (other than the Investor) or any Investor Non-Party Affiliate, shall have any liability (including
                                            in contract, tort, under federal or state securities laws or otherwise) to the Issuer pursuant
                                            to this Agreement related to the private placement of the Investor Shares, the negotiation
                                            hereof or thereof or the subject matter hereof or thereof, or the transactions contemplated
                                            hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken by
                                            any of them in connection with the purchase of the Investor Shares, or with respect to any
                                            claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect
                                            of any written or oral representations made or alleged to be made in connection herewith,
                                            as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or
                                            omissions with respect to any information or materials of any kind furnished by the Investor
                                            or any Investor Non-Party Affiliate concerning the Investor, any of their respective controlled
                                            affiliates, this Agreement or the transactions contemplated hereby. For purposes of this
                                            Agreement, “Investor Non-Party Affiliates” means each former,
                                            current or future officer, director, employee, partner, member, manager, direct or indirect
                                            equityholder or affiliate of the Investor, or any of the Investor’s controlled affiliates
                                            or any family member of the foregoing.



 


		8.4	Survival of Representations and Warranties
                                            and Covenants. All of the agreements, representations and warranties contained in this
                                            Agreement shall survive the Closing.



 


		8.5	Modifications and Amendments. This
                                            Agreement may not be modified, waived or terminated (other than pursuant to the terms of
                                            Section 7 above) except by an instrument in writing, signed by each of the parties
                                            hereto. No failure or delay of either party in exercising any right or remedy hereunder shall
                                            operate as a waiver thereof, nor shall any single or partial exercise of any such right or
                                            power, or any abandonment or discontinuance of steps to enforce such right or power, or any
                                            course of conduct, preclude any other or further exercise thereof or the exercise of any
                                            other right or power. The rights and remedies of the parties hereunder are cumulative and
                                            are not exclusive of any rights or remedies that they would otherwise have hereunder.



 


		8.6	Entire Agreement. This Agreement (including
                                            the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements,
                                            understandings, representations and warranties, both written and oral, among the parties,
                                            with respect to the subject matter hereof. Except as set forth in Section 5.6
                                            and Section 6.6, with respect to the persons specifically referenced therein,
                                            this Agreement shall not confer any rights or remedies upon any person other than the parties
                                            hereto, and their respective successors and assigns.



 


		8.7	Benefit. Except as otherwise provided
                                            herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto
                                            and their heirs, executors, administrators, successors, legal representatives, and permitted
                                            assigns, and the agreements, representations, warranties, covenants and acknowledgments contained
                                            herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
                                            successors, legal representatives and permitted assigns.



 


		8.8	Severability. If any provision of this
                                            Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal
                                            or unenforceable, the validity, legality or enforceability of the remaining provisions of
                                            this Agreement shall not in any way be affected or impaired thereby and shall continue in
                                            full force and effect.



 


		8.9	Transaction Expenses. Subject to Section 5.1
                                            and Section 6.1, each party shall pay all of its own costs and expenses incurred
                                            in anticipation of, relating to and in connection with the negotiation and execution of this
                                            Agreement and the transactions contemplated hereby, whether or not such transactions are
                                            consummated.



 


		8.10	Counterparts. This Agreement may be
                                            executed in one or more counterparts (including by facsimile or electronic mail or in .pdf)
                                            and by different parties in separate counterparts, with the same effect as if all parties
                                            hereto had signed the same document. All counterparts so executed and delivered shall be
                                            construed together and shall constitute one and the same agreement.



 






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		8.11	Remedies. The parties hereto acknowledge
                                            and agree that irreparable damage would occur in the event that any of the provisions of
                                            this Agreement were not performed in accordance with their specific terms or were otherwise
                                            breached. It is accordingly agreed that the parties shall be entitled to an injunction or
                                            injunctions to prevent breaches of this Agreement, without posting a bond or undertaking
                                            and without proof of damages, to enforce specifically the terms and provisions of this Agreement,
                                            this being in addition to any other remedy to which such party is entitled at law, in equity,
                                            in contract, in tort or otherwise. The parties hereto acknowledge and agree that it may be
                                            difficult to prove damages with reasonable certainty, that it may be difficult to procure
                                            suitable substitute performance, and that injunctive relief and/or specific performance will
                                            not cause an undue hardship to the parties hereto. The parties hereto further acknowledge
                                            that the existence of any other remedy contemplated by this Agreement does not diminish the
                                            availability of specific performance of the obligations hereunder or any other injunctive
                                            relief. Each party hereto further agrees that in the event of any action by the other party
                                            for specific performance or injunctive relief, it will not assert that a remedy at law or
                                            other remedy would be adequate or that specific performance or injunctive relief in respect
                                            of such breach or violation should not be available on the grounds that money damages are
                                            adequate or any other grounds.



 


		8.12	Adjustment of Number of Shares. If
                                            any change in the number, type or classes of authorized shares of the Issuer (including the
                                            Issuer Shares) or the Investor (including the Investor Shares), shall occur between the date
                                            hereof and immediately prior to the Closing by reason of reclassification, recapitalization,
                                            stock split (including reverse stock split) or combination, exchange or readjustment of shares,
                                            or any stock dividend, the number of the Issuer Shares issued to the Investor or the number
                                            of the Investor Shares issued to the Issuer, as applicable, shall be appropriately adjusted
                                            to reflect such change.



 


		8.13	Governing Law. This Agreement, and
                                            any claim or cause of action hereunder based upon, arising out of or related to this Agreement
                                            (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation,
                                            execution, performance or enforcement of this Agreement, shall be governed by and construed
                                            in accordance with the laws of the State of New York, without giving effect to the principles
                                            of conflicts of laws that would otherwise require the application of the law of any other
                                            state.



 


		8.14	Dispute
                                            Resolution. Any proceeding or action based upon, arising out of or related to this Agreement
                                            or the transactions contemplated hereby must be referred to and finally settled by arbitration
                                            administered by the International Centre for Dispute Resolution (the “ICDR”)
                                            under the ICDR Rules in force at the time of commencement of the arbitration. The seat
                                            of arbitration shall be New York. There shall be three arbitrators. The claimant and respondent
                                            shall each nominate one (1) arbitrator and the third arbitrator shall be appointed by
                                            the ICDR. The arbitration proceedings shall be conducted in English. The award of the arbitral
                                            tribunal shall be final and binding upon the parties thereto, and the prevailing party may
                                            apply to a court of competent jurisdiction for enforcement of such award.



 


		8.15	Notice. Any notice or communication
                                            required or permitted hereunder to be given to the Investor shall be in writing and either
                                            delivered personally, emailed or sent by overnight mail via a reputable overnight carrier,
                                            or sent by certified or registered mail, postage prepaid, to such address(es) or email address(es)
                                            set forth on the signature page hereto, and shall be deemed to be given and received
                                            (i) when so delivered personally, (ii) when sent, with no mail undeliverable or
                                            other rejection notice, if sent by email, or (iii) three (3) business days after
                                            the date of mailing to the address below or to such other address or addresses as the Investor
                                            may hereafter designate by notice to the Issuer.



 


		(a)	if to the Investor, to:



 


Luminar Technologies, Inc.

1891 Page Mill Road


Palo Alto CA 94304


Attn: Tom Fennimore

Email: tom@luminartech.com


 


with a required copy (which copy shall not constitute notice)
to:


 


Orrick,
Herrington & Sutcliffe LLP

631 Wilshire Boulevard


Santa Monica, CA 90401

Attention: Daniel S. Kim, Esq.

Email: dan.kim@orrick.com


 






    21 


     


    

 


		(b)	if to the Issuer, to:



 


ECARX Holdings Inc.

16/F, Tower 2, China Eastern Airline Binjiang Center


277 Longlan Road


Xuhui District, Shanghai 200041


People’s Republic of China

Attention: Tony Chen

Email: tony.chen@ecarxgroup.com

  


with a required copy (which will not constitute notice) to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

30/F, China World Office 2


No. 1, Jian Guo Men Wai Avenue


Beijing 100004, China

Attention: Peter X. Huang, Esq.

Email: peter.huang@skadden.com


 


		9.	Disclosure.
                                            The Issuer shall cause the SPAC to by 9:00 a.m., New York City time, on the first (1st)
                                            business day immediately following the date of the Transaction Agreement, issue one or more
                                            press releases or file with the SEC a Current Report on Form 8-K (collectively, the
                                            “Disclosure Document”) disclosing all material terms of the transactions
                                            contemplated hereby and the Transaction and any other material, nonpublic information that
                                            the Issuer or SPAC or their respective representatives have provided to Investor at any time
                                            prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure
                                            Document, to the Issuer’s knowledge, the Investor shall not be in possession of any
                                            material, non-public information received from the Issuer or any of its respective officers,
                                            directors, employees or agents relating to the transactions contemplated by this Agreement.
                                            Notwithstanding anything in this Agreement to the contrary, the Issuer shall ensure that
                                            the SPAC shall not publicly disclose the name of the Investor or any of its affiliates or
                                            advisers, or include the name of the Investor or any of its affiliates or advisers in any
                                            press release or in any filing with the SEC or any regulatory agency or trading market, without
                                            the prior written consent of the Investor and the Issuer, except (i) as required by
                                            the federal securities law or pursuant to other routine proceedings of regulatory authorities,
                                            (ii) to the extent such disclosure is required by law, at the request of the staff of
                                            the SEC or regulatory agency or under the regulations of any national securities exchange
                                            on which SPAC’s securities are listed for trading or (iii) to the extent such
                                            announcements or other communications contain only information previously disclosed in a
                                            public statement, press release or other communication previously approved in accordance
                                            with this Section 9.



 


		10.	Allocation.
                                            Notwithstanding anything to the contrary in this Agreement, the Issuer shall have the right,
                                            with the prior written consent of SPAC, to, by written notice to the Investor at least three
                                            (3) business days before the Closing, reduce the number of the Issuer Shares to be issued
                                            to the Investor pursuant to this Agreement, upon which the Subscription Amount shall be reduced
                                            proportionally based on the Per Share Purchase Price; provided, however, that any reduction
                                            shall also apply to the Other Equity Investors and such reduction shall apply pro rata to
                                            the Equity Investors based on the number of the Issuer Shares to be purchased.



 


[Signature Page Follows]


 






    22 


     


    

 


IN
WITNESS WHEREOF, the Investor has executed or caused this Agreement to be executed by its duly authorized representative as
of the date first written above.


 


	 	LUMINAR TECHNOLOGIES, INC.
	 	 
	 	By:	/s/ Thomas Fennimore
	 	 	Name:	Thomas Fennimore
	 	 	Title: 	Chief Financial Officer


 


[Signature Page to Strategic Investment Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the Issuer has executed or caused this Agreement to be executed by its duly authorized representative as
of the date first set forth above.


 


	 	ECARX HOLDINGS INC.
	 	 
	 	By:	 /s/ Ziyu Shen
	 	 	Name:	Ziyu Shen
	 	 	Title:	Director