Exhibit 10.1


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of December 20, 2022, is made and entered into by and among (i) ECARX Holdings
Inc., a Cayman Islands exempted company (the “Company”), (ii) COVA Acquisition Corp, a Cayman Islands exempted
company (“SPAC”), (iii) COVA Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”),
and (iv) the other undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any
person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”
and collectively the “Holders”).


 


WHEREAS,
SPAC, the Sponsor and each of the other “Holders” as defined therein entered into that certain Registration and Shareholder
Rights Agreement dated as of February 4, 2021 (the “Prior SPAC Agreement”) and Company and certain of its existing
shareholders are parties to that certain Fifth Amended and Restated Investors Rights Agreement dated as of December 27, 2021 (the
 “Prior Company Agreement”);


 


WHEREAS,
on May 26, 2022, the Company, SPAC, Ecarx Temp Limited, a Cayman Islands limited liability company and a wholly owned subsidiary
of the Company (“Merger Sub 1”) and Ecarx&Co Limited, a Cayman Islands limited liability company and a wholly owned
subsidiary of the Company (“Merger Sub 2”) entered into that certain Agreement and Plan of Merger (the “Merger
Agreement”), pursuant to which, among other matters, (i) Merger Sub 1 will merge with and into SPAC with SPAC continuing
as the surviving entity and a wholly owned subsidiary of the Company (the “First Merger,” and the closing of the First
Merger, the “First Merger Closing”), (ii) immediately following the consummation of the First Merger,  SPAC
will merge with and into Merger Sub 2 with Merger Sub 2 continuing as the surviving entity and a wholly owned subsidiary of the Company
(the “Second Merger” and together with the First Merger, collectively, the “Mergers,” and the closing
of the Mergers, the “Closing”);


 


WHEREAS, pursuant to the terms
and provisions of the Merger Agreement, prior to the effective time of the First Merger, the Company will have undertaken the Re-designation
(as defined in the Merger Agreement) whereby the ordinary shares, par value $0.000005 per share, of the Company held by the Holders immediately
prior to the Re-designation (which, for the avoidance of doubt, includes ordinary shares of the Company held by the Holders as a result
of the Preferred Share Conversion) will be re-designated into Class A ordinary shares, par value $0.000005 per share, or Class B
ordinary shares, par value $0.000005 per share, as the case may be, of the Company;


 


WHEREAS, at the First Merger
Closing and subject to the terms and conditions of the Merger Agreement, (i) all of the outstanding shares of SPAC will automatically
be cancelled and cease to exist in exchange for the right to receive newly issued Class A ordinary shares of the Company, and (ii) all
of the outstanding warrants of SPAC will automatically be assumed by the Company and become Company Warrants;


 


WHEREAS, (i) the parties
to the Prior SPAC Agreement desire to terminate, effective as of the Closing, the same to provide for the terms and conditions set forth
in this Agreement, and (ii) the parties to the Prior Company Agreement desire to terminate, effective as of the Closing, the provisions
of the Prior Company Agreement relating to the Registration of Registrable Securities to provide for the terms and conditions set forth
in this Agreement.


  






     


     


    

 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE 1 

DEFINITIONS


 


The terms defined in this Article 1
shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, (a) which disclosure, in the good faith judgment of
the Chief Executive Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not
to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
and (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or
used, as the case may be, and (b) as to which the Company has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the board of directors of the Company.


 


“Business Day”
shall mean a day on which commercial banks are open for business in New York, the Cayman Islands, the People’s Republic of China
and the Hong Kong Special Administrative Region, except a Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled
or unscheduled).


 


“Closing”
shall have the meaning given in the Recitals.


 


“Commission”
shall mean the United States Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble.


 


“Company Shares”
shall mean collectively, Class A ordinary shares of the Company, par value US$0.000005 per share, and Class B ordinary shares
of the Company, par value US$0.000005 per share.


 


“Company Warrants”
shall mean the warrants exercisable for Class A ordinary shares of the Company to be issued by the Company in connection with the
consummation of the transactions contemplated by the Merger Agreement.


 


“Demanding Holder”
shall have the meaning given in Section 2.4.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Financing Agreements”
shall mean (a) the subscription agreement(s) or similar agreement(s) entered into by and between any investor and the Company
on or after the date of the Merger Agreement, pursuant to which such investor will subscribe for Class A ordinary shares of the Company
on the date of the Closing (collectively, the “Equity Subscription Agreements”), and (b) the Permitted Financing
Agreements (as defined in the Merger Agreement) (other than the Equity Subscription Agreements).


 


“First Merger Closing”
shall have the meaning given in the Recitals.


 






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“Form F-1”
shall mean such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities
Act subsequently adopted by the Commission.


 


“Form F-1 Shelf”
shall have the meaning given in subsection 2.1.1.


 


“Form F-3”
shall mean such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently
adopted by the Commission that permits forward incorporation of substantial information by reference to other documents filed by the Company
with the Commission.


 


“Form F-3 Shelf”
shall have the meaning given in subsection 2.1.3.


 


“Holders” shall have
the meaning given in the Preamble.


 


“Investor Securities”
shall mean those securities issued pursuant to the Financing Agreements.


 


“Lock-Up Agreement”
shall mean, as applicable, the agreements and undertakings of the Holders set forth in (i) Section 4.9 of that certain Shareholder
Support Agreement dated as of the date hereof, by and among the Company, SPAC and certain shareholders of the Company identified therein,
and (ii) Section 4.13 of that certain Sponsor Support Agreement dated as of the date hereof by and among the Company, SPAC,
the Sponsor and certain other persons identified therein, in each case pursuant to which a Holder has agreed not to transfer the Registrable
Securities held by such Holder for a certain period of time after the Closing.


 


“Maximum Number of
Securities” shall mean, as to a given Underwritten Offering, the maximum dollar amount or maximum number of equity securities
that can be sold in such Underwritten Offering, in the reasonable determination of the managing Underwriter(s), without adversely affecting
the proposed offering price, the timing, the distribution method, or the probability of success of such offering.


 


“Merger Agreement”
shall have the meaning given in the Recitals.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“New Registration
Statement” shall have the meaning given in subsection 2.2.1.


 


“Permitted Transferees”
shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to
the expiration of the lock-up period under the applicable Lock-Up Agreement, and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.7.1.


 


“Prior Company Agreement”
shall have the meaning given in the Recitals.


 


“Prior SPAC Agreement”
shall have the meaning given in the Recitals.


 


“Pro Rata”
shall mean, with respect to a given Registration, offering or Transfer of Registrable Securities pursuant to this Agreement, pro rata
based on (A) the number of Registrable Securities that each Holder, as applicable, has requested or proposed to be included in such
Registration, offering or Transfer and (B) the aggregate number of Registrable Securities that all Holders have requested or proposed
to be included in such Registration, offering or Transfer.


 






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“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


  


“Registrable Securities”
shall mean:


 


(A)         any
outstanding Company Shares or Company Warrants that are held by a Holder as of immediately following the Closing;


 


(B)         any
Company Shares that may be acquired by a Holder upon the exercise of any of the Company Warrants (or any other option or right to acquire
Company Shares) that are held by a Holder as of immediately following the Closing; and


 


(C)         any
other equity security of the Company issued or issuable with respect to any securities referenced in clauses (A) or (B) above
by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or
similar transaction;


 


provided,
however, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (i) a
Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities
shall have been otherwise transferred, new certificates for such securities not bearing (or book-entry positions not subject to) a legend
restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not
require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration, including any related Underwritten Takedown, effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)         all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any securities exchange on which the Company Shares are then listed;


 


(B)         fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C)         printing,
messenger, telephone and delivery expenses of the Company;


 


(D)         reasonable
fees and disbursements of counsel for the Company;


 


(E)         reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;


 


(F)         the
Company’s roadshow and travel expenses, if any; and


 






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(G)         reasonable
fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating an
Underwritten Takedown .


  


“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in Section 2.5.


 


“SEC Guidance”
shall have the meaning given in subsection 2.2.1.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf”
shall mean the Form F-1 Shelf, the Form F-3 Shelf or any Subsequent Shelf, as the case may be.


 


“Shelf Registration”
shall mean a Registration of securities pursuant to a Registration Statement filed with the Commission in accordance with and pursuant
to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“SPAC”
shall have the meaning given in the Preamble.


 


“Sponsor”
shall have the meaning given in the Recitals.


 


“Subsequent Shelf”
shall have the meaning given in subsection 2.3.2.


 


“Takedown Demand”
shall have the meaning given in subsection 2.4.1.


 


“Takedown Threshold”
shall have the meaning given in Section 2.4.


 


“Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or
otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or
liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter
in a firm commitment underwriting for distribution to the public.


 


“Underwritten Takedown”
shall mean an Underwritten Offering of Registrable Securities pursuant to the Shelf, as amended or supplemented.


 






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ARTICLE 2

registrations


  


2.1         Resale
Shelf Registration.


 


2.1.1         The
Company shall use its reasonable efforts to file within thirty (30) days following the Closing, and use commercially reasonable efforts
to (a) cause to be declared effective as soon as reasonably practicable thereafter, a Registration Statement for a Shelf Registration
on Form F-1 (the “Form F-1 Shelf”) covering the resale of all the Registrable Securities (determined as of
two (2) Business Days prior to such filing) on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or
any successor or similar provision adopted by the Commission then in effect), and (b) subject to the other provisions of this Agreement,
keep such Form F-1 Shelf effective and available for use in compliance with the provisions of the Securities Act until such time
as a Form F-3 Shelf is declared effective pursuant to subsection 2.1.3.


 


2.1.2         Such
Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally
available to, and requested by, any Holder named therein.


 


2.1.3         Following
the filing of a Form F-1 Shelf, the Company shall use commercially reasonable efforts to convert the Form F-1 Shelf (and any
Subsequent Shelf) to, and/or to file, and to cause to become effective, a Registration Statement for a Shelf Registration on Form F-3
(the “Form F-3 Shelf”) as soon as reasonably practicable after the Company is eligible to use Form F-3.


 


2.2         Rule 415
Cutback.


 


2.2.1         Notwithstanding
the registration obligations set forth in Section 2.1, in the event the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415 of the Securities Act, be registered for resale as a secondary offering
on a single registration statement, the Company agrees to promptly (a) inform each of the Holders and use its commercially reasonable
efforts to file amendments to the Shelf Registration as required by the Commission and/or (b) withdraw the Shelf Registration and
file a new Registration Statement (a “New Registration Statement”), on Form F-3, or if Form F-3 is not then
available to the Company for such Registration Statement, on such other form available to register for resale the Registrable Securities
as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company
shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities
in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC
Guidance”).


 


2.2.2         Notwithstanding
any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to
be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable
efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed
in writing by a Holder as to its Registrable Securities and subject to a determination by the Commission that certain Holders must be
reduced first based on the number of Registrable Securities held by such Holders, the number of Registrable Securities to be registered
on such Registration Statement will be reduced (a) firstly, on a Pro Rata basis among the Holders; and (b) secondly, only if
the number of Registrable Securities of Holders permitted to be registered has been reduced to zero, on a Pro Rata basis among holders
of Investor Securities.


 


2.2.3         If
the Company amends the Shelf Registration or files a New Registration Statement, as the case may be, under this Section 2.2,
the Company shall use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC
Guidance, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable Securities
(a) that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement and (b) are
no longer restricted by any Lock-Up Agreement.


 






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2.3         Amendment,
Supplement and Subsequent Shelf.


 


2.3.1         The
Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms of this Agreement, and shall prepare
and file with the Commission from time to time such amendments and supplements to the Shelf as may be necessary to keep the Shelf continuously
effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable
Securities.


 


2.3.2         If
a Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding,
the Company shall, subject to Section 3.4, use commercially reasonable efforts to as promptly as is reasonably practicable
(a) cause such Shelf to again become effective under the Securities Act (including using commercially reasonable efforts to obtain
the prompt withdrawal of any order suspending the effectiveness of such Shelf), (b) amend such Shelf in a manner reasonably expected
to result in the withdrawal of any order suspending the effectiveness of such Shelf, or (c) prepare and file an additional Registration
Statement for a Shelf Registration (a “Subsequent Shelf”) registering the resale of all Registrable Securities (determined
as of two (2) Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and
requested by, any Holder named therein.


 


2.3.3         If
a Subsequent Shelf is filed pursuant to Section 2.3.2, the Company shall use commercially reasonable efforts to (a) cause
such Subsequent Shelf to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof,
and (b) keep such Subsequent Shelf continuously effective, available for use and in compliance with the provisions of the Securities
Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf shall be on Form F-3 to the extent
that the Company is eligible to use such form, and shall be an automatic shelf registration statement as defined in Rule 405


promulgated under the Securities Act if the Company
is a well-known seasoned issuer as defined in Rule 405 promulgated under the Securities Act at the most recent applicable eligibility
determination date.


 


2.4         Demand
for Underwritten Takedown. Subject to the Lock-Up Agreements and to the provisions of this Section 2.4 and Sections
2.5 and 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder (each, a
 “Demanding Holder”), may request to sell all or a portion of its Registrable Securities in an Underwritten Takedown
in accordance with this Section 2.4; provided that the Company shall only be obligated to effect an Underwritten Takedown
if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holder with a total offering price
reasonably expected to exceed, in the aggregate, US$10,000,000 (the “Takedown Threshold”).


 


2.4.1         Takedown
Demand Notice. All requests for an Underwritten Takedown shall be made by giving written notice to the Company, which shall specify
the number of Registrable Securities proposed to be sold in the Underwritten Takedown (such written notice, a “Takedown Demand”).


 


2.4.2         Underwriters.
The majority-in-interest of the Demanding Holders initiating an Underwritten Takedown shall have the right to select the Underwriter(s) for
such Underwritten Offering (which shall consist of one or more internationally recognized investment banks), subject to the approval of
the Company (which shall not be unreasonably withheld). The Company shall not be required to include any Holder’s Registrable Securities
in such Underwritten Takedown unless such Holder accepts the terms of the underwriting as agreed between the Company and its Underwriter(s) and
enters into and complies with an underwriting agreement with such Underwriter(s) in customary form (after having considered in good
faith the comments from a single U.S. counsel for the Holders which are selling in the Underwritten Takedown). Notwithstanding anything
to the contrary in this Agreement, the Company may effect any Underwritten Takedown pursuant to any then effective Registration Statement,
including a Form F-3, that is then available for such offering.


 






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2.4.3         Number
and Frequency of Underwritten Takedowns. Notwithstanding anything to the contrary in this Section 2.4, under no circumstances
shall the Company be obligated to effect (a) more than one (1) Underwritten Takedowns within the first year following the Closing,
(b) for the period commencing one year after the Closing, more than two (2) Underwritten Takedown within any twelve-month period,
(c) more than two (2) Underwritten Takedowns where the Sponsor is a Demanding Holder. For the avoidance of doubt, a Registration
will not count as an Underwritten Takedown until the Registration Statement filed with the Commission with respect to such Underwritten
Takedown has been declared effective and the Company has complied with all of its obligations under this Agreement in all material respects
with respect to such Underwritten Takedown; provided, however, that if, after such Registration Statement has been declared effective,
the offering of Registrable Securities pursuant to such Underwritten Takedown is interfered with by any stop order or injunction of the
Commission or any other governmental agency or court, the Registration Statement with respect to such Underwritten Takedown will be deemed
not to have been declared effective, unless and until (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) the majority-in-interest of the Demanding Holders, thereafter elects to continue the offering; provided, further, that the
Company shall not be obligated to file a second Registration Statement until the Registration Statement that has been previously filed
with respect to such Registration becomes effective or is subsequently terminated.


 


2.5         Reduction
of Underwritten Takedown. If the managing Underwriter(s) in an Underwritten Offering pursuant to a Takedown Demand advises the
Company and the Demanding Holders and the Holders requesting piggy-back rights pursuant to this Agreement with respect to such Underwritten
Offering (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Company Shares or other equity
securities that the Company desires to sell and the Company Shares, if any, as to which a Registration has been requested pursuant to
separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the Maximum Number
of Securities, then the Company shall include in such Underwritten Offering:


 


2.5.1         first,
the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) that can be sold without exceeding the Maximum
Number of Securities (to be allocated Pro Rata among the Demanding Holders and Requesting Holders if the Registrable Securities desired
to be sold by such Holders in the aggregate would exceed the Maximum Number of Securities);


 


2.5.2         second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing subsection 2.5.1, the Company Shares
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and


 


2.5.3         third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing subsections 2.5.1 and 2.5.2,
any Company Shares or other equity securities as to which a Registration has been requested pursuant to separate written contractual piggy-back
registration rights of other shareholders of the Company that can be sold without exceeding the Maximum Number of Securities.


 


2.6         Withdrawal
of Underwritten Takedown.


 


2.6.1         Prior
to the filing of the applicable preliminary or “red herring” Prospectus used for marketing an Underwritten Takedown, if the
majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their
Registrable Securities in the relevant offering, such majority-in-interest of the Demanding Holders shall have the right to withdraw from
such Underwritten Takedown upon written notification to the Company, each other Demanding Holder and Requesting Holder, and the applicable
Underwriter(s).


 






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2.6.2         Following
the receipt of any notice of withdrawal pursuant to subsection 2.6.1, the other Demanding Holders and Requesting Holders, provided
that the Takedown Threshold would still be satisfied, may elect to continue with the Underwritten Offering and such continued Takedown
Demand shall count as a Takedown Demand of the continuing Demanding Holders for purposes of subsection 2.4.3 and not of the withdrawing
Demanding Holders.


 


2.6.3         If
an Underwritten Takedown is withdrawn and not continued pursuant to subsection 2.6.2, the withdrawn Takedown Demand shall not count
as an Underwritten Takedown for purposes of subsection 2.4.3 if and only if one or more of the Demanding Holders reimburse the
Company for all Registration Expenses with respect to such Underwritten Takedown. For the avoidance of doubt, the withdrawn Takedown Demand
shall count as an Underwritten Takedown if the Company is responsible for the Registration Expenses with respect to such Underwritten
Takedown.


 


		2.7	Piggyback Registration.



 


2.7.1         Piggyback
Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration
Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or
by the Company and by the shareholders of the Company, including an Underwritten Takedown pursuant to Section 2.4),
other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an
exchange offer or offering of securities solely to the Company’s existing shareholders, (c) for an offering of debt that is
convertible into equity securities of the Company, (d) for a dividend reinvestment plan or (e) for a rights offering, then the
Company shall give written notice of such proposed filing or offering to all of the Holders of Registrable Securities as soon as practicable
but not less than fifteen (15) days before the anticipated filing date of such Registration Statement, or, in the case of an Underwritten
Offering pursuant to a Shelf Registration, the applicable preliminary “red herring” Prospectus or prospectus supplement used
for marketing such offering, which notice shall (x) describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the name of the proposed managing Underwriter (s), if any, in such offering, and (y) offer
to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such
Holders may request in writing within ten (10) days after receipt of such written notice (such Registration, a “Piggyback Registration”).
Subject to subsection 2.7.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback
Registration and shall use reasonable efforts to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit
the Registrable Securities requested by the Holders pursuant to this subsection 2.7.1 to be included in such Piggyback Registration
on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any
Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into and
comply with an underwriting agreement in customary form with the Underwriter(s) duly selected for such Underwritten Offering.


 






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2.7.2         Reduction
of Piggyback Registration. If the managing Underwriter(s) in an Underwritten Registration that is to be a Piggyback Registration
advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount
or number of the Company Shares or other equity securities that Company desires to sell, taken together with (x) the Company Shares
or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual
arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (y) the Registrable Securities
as to which registration has been requested pursuant to Section 2.7 hereof, and (z) the Company Shares or other equity
securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back
registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:


  


(a)         If
the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering:


 


(i)         first,
the Company Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities;


 


(ii)        second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.7.1, Pro Rata among such Holders,
which can be sold without exceeding the Maximum Number of Securities; and


 


(iii)       third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Company Shares
or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written
contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number
of Securities; and


 


(b)         If
the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or registered offering:


 


(i)         first,
the Company Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities,
which can be sold without exceeding the Maximum Number of Securities;


 


(ii)        second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.7.1, Pro Rata among such Holders,
which can be sold without exceeding the Maximum Number of Securities;


 


(iii)       third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Company Shares
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and


 


(iv)       fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Company
Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written
contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number
of Securities.


 


(c)         Notwithstanding
anything to the contrary in the foregoing clauses (a) and (b), if the Registration or registered offering is pursuant to a request
by Holder(s) of Registrable Securities pursuant to Section 2.4, then the Company shall include in any such Registration
or registered offering securities pursuant to Section 2.5.


 






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2.7.3         Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) prior to the effectiveness
of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good
faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may
withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness
of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.7.3.


  


2.8         Restrictions
on Registration Rights. Notwithstanding any provision of this Agreement to the contrary, if Holders have requested an Underwritten
Takedown and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the
Company shall have the right to defer the filing of the Registration Statement or conduct of an Underwritten Offering for a period of
not more than sixty (60) days, if the Company determines, in the good faith judgment of the Board, that it would be materially detrimental
to the Company to do otherwise than defer such filing or conduct.


 


2.9         Market
Stand-Off Agreement. Each Holder given an opportunity to participate in an Underwritten Offering of the Company (other than
a Block Trade) pursuant to the terms of this Agreement agrees that it shall not Transfer any Company Shares or other equity securities
of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company,
during the ninety (90)-day period beginning on the date of pricing of such offering, except (i) in the event the managing Underwriter(s) otherwise
agree by written consent or (ii) pursuant to Rule 10b5-1 trading plans (or similar plan) in effect prior to such 90-day period.
Each Holder agrees to execute a customary lock-up agreement in favor of the relevant Underwriter(s) to such effect (in each case
on substantially the same terms and conditions as all such Holders).


 


2.10        Block
Trade.


 


2.10.1         Notwithstanding
the forgoing, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to
engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as
a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate,
either (x) US$10,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder
shall use commercially reasonable efforts to notify the Company of the Block Trade in advance and prior to the day such offering is to
commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Block Trade; provided
that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially
reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the
registration statement, prospectus and other offering documentation related to the Block Trade.


 


2.10.2         Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade, the
majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to withdraw upon written notification to
the Company and the Underwriter or Underwriters (if any). Notwithstanding anything to the contrary in this Agreement, the Company shall
be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this section.


 






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2.10.3         The
Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or
more reputable nationally recognized investment banks).


  


2.10.4         Notwithstanding
anything to the contrary in this Agreement, Section 2.7 hereof shall not apply to a Block Trade initiated by a Demanding Holder
pursuant to this Agreement.


 


ARTICLE 3

COMPANY PROCEDURES


 


3.1         General
Procedures. In connection with any Shelf and/or Underwritten Takedown, the Company shall use reasonable efforts to effect such Registration
to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as possible:


 


3.1.1         prepare
and file with the Commission a Registration Statement with respect to such Registrable Securities and use commercially reasonable efforts
to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration
Statement are disposed of in accordance with the intended plan of distribution set forth in such Registration Statement or supplement
to the Prospectus;


 


3.1.2         prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus as may be reasonably requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules,
regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations
thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are disposed
of in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or such
securities have been withdrawn;


 


3.1.3         prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter(s),
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel,


copies of such Registration Statement as proposed
to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated
by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other
documents as the Underwriter(s) and the Holders of Registrable Securities included in such Registration or the legal counsel for
any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;


 


3.1.4         prior
to any public offering of Registrable Securities, use commercially reasonable efforts to (a) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably request and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be reasonably necessary by virtue of the business and
operations of the Company and do any and all other acts and things that may be reasonably necessary to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 






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3.1.5         cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


  


3.1.6         provide
a transfer agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration
Statement;


 


3.1.7         advise
each seller of such Registrable Securities, promptly, and in no event later than two (2) Business Day, after it shall receive notice
or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement
or the initiation or threatening of any proceeding for such purpose and promptly use commercially reasonable efforts to prevent the issuance
of any stop order or to obtain its withdrawal if such stop order should be issued;


 


3.1.8         notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the occurrence of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.9         permit
a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders), the Underwriters,
if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representative, or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to Company,
prior to the release or disclosure of any such information;


 


3.1.10         obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration,
in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter(s) may
reasonably request;


 


3.1.11         in
the event of an Underwritten Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration,
obtain an opinion and a negative assurance letter, each dated such date, of counsel representing the Company for the purposes of such
Registration, addressed to the participating Holders, the placement agent or sales agent, if any, and the Underwriter(s), if any, as the
case may be, covering such legal matters with respect to the Registration in respect of which such opinion or negative assurance letter
is being given as the participating Holders, placement agent, sales agent, or Underwriter, as the case may be, may reasonably request
and as are customarily included in such opinions and negative assurance letters and reasonably satisfactory to a majority-in-interest
of the participating Holders;


 


3.1.12         in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter(s) of such offering;


 


3.1.13         make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then
in effect);


 


3.1.14         with
respect to an Underwritten Offering pursuant to Section 2.4, use commercially reasonable efforts to make available senior
executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s) in
such Underwritten Offering; and


 






    13


     


    

 


3.1.15         otherwise
cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with
the terms of this Agreement, in connection with such Registration.


  


3.2         Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees and Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3         Requirements
for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by the Company,
or the managing Underwriter(s) or placement agent or sales agent, if any, in connection with the preparation of any Registration
Statement or Prospectus, including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities
under the Securities Act pursuant to ARTICLE 2 and in connection with the Company’s obligation to comply with federal
and applicable state securities laws. No person may participate in any Underwritten Offering for equity securities of the Company pursuant
to a Registration initiated by the Company hereunder unless such person:


 


3.3.1         agrees
to sell such person’s securities on the basis provided in any customary underwriting arrangements approved by the Company (after
having considered and given good faith consideration to the comments from a single U.S. counsel for the Holders that are selling in the
Underwritten Offering); and


 


3.3.2         completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and
other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


The exclusion of a Holder’s Registrable
Securities as a result of this Section 3.3 shall not affect the Registration of the other Registrable Securities to be included
in such Registration.


 


3.4         Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement (including pursuant to subsection 3.1.8), each of the Holders shall forthwith discontinue disposition of Registrable
Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that
the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or
until it is advised in writing by the Company that the use of the Prospectus may be resumed. In addition, if the filing, initial effectiveness
or continued use of a Registration Statement in respect of any Registration at any time would (a) require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, (b) in the
good faith view of the Company, require the Company to make an Adverse Disclosure, or (c) in the good faith judgment of the Company,
be materially detrimental to the Company as a result that it is essential to defer such filing, initial effectiveness or continued use
at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness
of, or suspend use of, such Registration Statement for the period of time determined in good faith by the Company to be necessary for
such purpose; provided, however, that the Company shall not have the right to exercise the rights set forth in this Section 3.4
for more than 90 consecutive days or more than 120 days, in any such case, in any 12 month period . In the event the Company exercises
its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above,
their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.


 






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3.5         Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of
the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents
publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval system shall be deemed
to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall
use commercially reasonable efforts to take such further action as any Holder may reasonably request, all to the extent required from
time to time to enable such Holder to sell Company Shares held by such Holder without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect).
Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether
it has complied with such requirements.


  


ARTICLE 4

INDEMNIFICATION AND CONTRIBUTION


 


4.1         Indemnification
by the Company. The Company agrees to indemnify and hold harmless, to the extent permitted by law, each Holder of Registrable Securities,
its officers, directors, agents and each person who controls such Holder (within the meaning of the Securities Act) (each, a “Holder
Indemnified Party”) against all losses, judgements, claims, damages, liabilities and out-of-pocket expenses (including reasonable
attorneys’ fees) resulting from, arising out of or that are based on (a) any untrue or alleged untrue statement of a material
fact contained in any Registration Statement, Prospectus 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,
or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company
and relating to action or inaction required of the Company in connection with any such registration, except insofar as the same are caused
by or contained in any information or affidavit furnished in writing to the Company by such Holder expressly for use therein, or (b) if
such losses, judgments, claims, damages, liabilities or out-of-pocket expenses are based on any such Holder’s violation of the federal
securities laws or failure to sell the Registrable Securities in accordance with the intended plan of distribution contained in the Prospectus.
The Company shall promptly reimburse a Holder Indemnified Party for any reasonable expenses incurred by such Holder Indemnified
Party in connection with investigating and defending any proceeding or action to which this Section 4.1 applies (including the reasonable
fees and disbursements of legal counsel) except insofar as such proceeding or action arise out of or are based on any information or affidavit
furnished in writing to the Company by such Holder, or if such proceeding or action are based on any such Holder’s violation of
the federal securities laws or failure to sell the Registrable Securities in accordance with the intended plan of distribution contained
in the Prospectus.


 


4.2         Information
Provided by and Indemnification by Holders. In connection with any Registration Statement in which a Holder of Registrable
Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law,
shall indemnify and hold harmless the Company, its directors, officers and agents and each person who controls the Company (within
the meaning of the Securities Act) against any losses, claims, damages, liabilities and out-of-pocket expenses (including reasonable
attorneys’ fees) resulting from, arising out of or that are based on any untrue or alleged untrue statement of a
material fact contained in the Registration Statement, Prospectus 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, but only to the extent that such untrue or alleged untrue statement or omission or alleged omission are
caused by or contained in any information or affidavit so furnished in writing by such Holder expressly for use therein, or if such
losses, judgments, claims, damages, liabilities or out-of-pocket expenses are based on any such Holder’s violation of the
federal securities laws or failure to sell the Registrable Securities in accordance with the intended plan of distribution contained
in the Prospectus; provided, however, that the obligation to indemnify shall be several, not joint and
several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in
proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such
Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriter(s), their officers, directors and each
person who controls such Underwriter(s) (within the meaning of the Securities Act) to the same extent as provided in the
foregoing with respect to indemnification of the Company.


 






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4.3         Indemnification
Process.


 


4.3.1         Any
person entitled to indemnification pursuant to Sections 4.1 or 4.2 (each, an “Indemnified Party”) shall:


 


(a)         if
a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written
notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (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


 


(b)         unless
in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may
exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably
satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent
shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party.


 


4.3.2         If
such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal
or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof.


 


4.3.3         An
Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the
fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim,
unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other
of such Indemnified Parties with respect to such claim.


 


4.3.4         No
Indemnifying party shall, without the prior written 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 includes a statement or admission of fault and culpability on the part of such Indemnified
Party 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.


 


4.3.5         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 or controlling person of such Indemnified Party and shall survive the transfer
of securities.


 






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4.4         Contribution.
If the indemnification provided under Sections 4.1, 4.2, and 4.3 from the Indemnifying Party is judicially determined to
be unavailable or insufficient to hold harmless an Indemnified Party in respect of any losses, claims, damages, liabilities and out-of-pocket
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 out-of-pocket 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 the 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 omitted to be made by, in the case of an omission), or relates to any information or affidavit
supplied by (or not supplied by, in the case of an omission), such Indemnifying Party and the Indemnified Party, and the Indemnifying
Party’s and the Indemnified Party’s relative intent, knowledge, access to information and opportunity to correct or prevent
such action; provided, however, that the liability of any Holder under this subsection 4.4 shall be limited
to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. 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
in subsections 4.1, 4.2 and 4.3 above, any legal or other fees, charges or out-of-pocket
expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would
not be just and equitable if contribution pursuant to this subsection 4.4 were determined by pro rata allocation or by
any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.4.
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 subsection 4.4 from any person who was not guilty of such fraudulent misrepresentation.


  


ARTICLE 5

MISCELLANEOUS


 


5.1         Notices. All
general notices, demands or other communications required or permitted to be given or made hereunder (“Notices”)
shall be in writing and delivered personally or sent by courier or sent by electronic mail to the intended recipient thereof. Any
such Notice shall be deemed to have been duly served (a) if given personally or sent by local courier, upon delivery during
normal business hours at the location of delivery or, if later, then on the next Business Day after the day of delivery; (b) if
sent by electronic mail during normal business hours at the location of delivery, immediately, or, if later, then on the next
Business Day after the day of delivery; or (c) the third Business Day following the day sent by reputable international
overnight courier (with written confirmation of receipt). Any notice or communication under this Agreement must be addressed:


 


If to the Company:


 


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

E-mail: tony.chen@ecarxgroup.com


 






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With
a copy (which shall 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

Email: peter.huang@skadden.com


 


and


 


Skadden, Arps, Slate, Meagher & Flom LLP

c/o 42/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central, Hong Kong

Attention: Shu Du

Email: shu.du@skadden.com


  


If to SPAC or the Sponsor:


 


COVA
Acquisition Corp./COVA Acquisition Sponsor LLC

530 Bush Street, Suite 703, San Francisco, California 94108 

Attention: Jun Hong Heng

E-mail: JunHong@crescentcove.com


 


With
a copy (which shall not constitute notice) to:


 


Orrick, Herrington & Sutcliffe
LLP 


222 Berkeley Street, Suite 2000 


Boston, MA 02116 


Attention: Albert Vanderlaan 


Email: avanderlaan@orrick.com


 


If
to any Holder, at such Holder’s address or contact information as set forth under such Holder’s signature to this Agreement
or to such Holder’s address as found in Company’s books and records.


 


Any party may change its address for notice at
any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty
(30) days after delivery of such notice as provided in this Section 5.1. Any Holder not desiring to receive Notices at
any time and from time to time may so notify the other parties, who shall thereafter not make, give or deliver any Notice to such Holder
until duly notified otherwise (or until the expiry of any period specified in such Holder’s notice).


 


		5.2	Assignment; No Third Party Beneficiaries.



 


5.2.1         This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


5.2.2         Prior
to the expiration of the lock-up period applicable to such Holder pursuant to any Lock-Up Agreement, no Holder may assign or delegate
such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable
Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the terms and conditions
of this Agreement. After the expiration of the lock-up period applicable to such Holder pursuant to any Lock-Up Agreement, the Holder
may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any person to whom
it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer,
and such person agrees to be bound by the terms and conditions of this Agreement.


 






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5.2.3         This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4         This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2 hereof.


 


5.2.5         No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and conditions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3         Counterparts.
This Agreement may be executed in multiple counterparts (including by electronic means), each of which shall be deemed an original, and
all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4         Governing
Law; Venue. Each party expressly agrees that this Agreement, and all claims or causes of action based upon, arising out of,
or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws
of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would
require or permit the applicable of laws of another jurisdiction. Any claim or cause of action based upon, arising out of or related to
this Agreement or the transactions contemplated hereby may be brought in federal and state courts in New York county in the State of New
York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court, waives any obligation it may now or
hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of any cause of action may
be heard and determined only in any such court, and agrees not to bring any cause of action arising out of or relating to this Agreement
or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party
to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other
jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this Section 5.4. EACH OF THE
PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


5.5         Severability.
The invalidity or unenforceability of any specific provision of this Agreement shall not invalidate or render unenforceable any of its
other provisions. The parties hereto further agree that if any provision contained in this Agreement is, to any extent, held invalid or
unenforceable in any respect under the laws governing this Agreement, they shall take any actions necessary to render the remaining provisions
of this Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise
modify this Agreement to replace any provision contained in this Agreement that is held invalid or unenforceable with a valid and enforceable
provision giving effect to the intent of the parties hereto.


 


5.6         Entire
Agreement. This Agreement (together with the Merger Agreement, and any applicable Lock-Up Agreement to the extent incorporated
herein, and including all agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and
instruments delivered pursuant hereto and thereto) set forth the entire understanding of the parties with respect to the subject matter
hereof and supersede all other prior and contemporaneous agreements and understandings between the parties, whether oral or written, with
respect to such subject matter.


 






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5.7         Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of
strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive
but not exclusive; (b) words in the singular include the plural, and in the plural include the singular; (c) the words “hereof,”
 “herein,” “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement, and section and subsection references are to this Agreement unless otherwise specified;
(d) the term “including” is not limiting and means “including without limitation”; (e) whenever the
context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms; (f) references to
agreements and other documents shall be deemed to include all subsequent amendments and other modifications or supplements thereto; and
(g) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be
construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation. Where any
Company Shares are held by the Depository Trust Company or any person who operates a clearing system or issues depositary receipts (or
their nominees) and/or a nominee, custodian or trustee for any person, that person shall (unless the context requires otherwise) be treated
for the purposes of this Agreement as the holder of those shares and references to shares being “held by” a person, to a person
 “holding” shares or to a person who “holds” any such shares, or equivalent formulations, shall be construed accordingly.
The headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define,
limit or describe the scope of this Agreement or the intent of any provision hereof.


 


5.8         Amendments
and Modifications. Upon the prior written consent of the Company and the Holders of at least a majority of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment or modification to this Agreement that would have a disproportionately adverse effect on any party’s
rights hereunder in any material respect shall require the prior written consent of such party.


 


5.9         Termination
of Prior SPAC Agreement and Termination and Effectiveness of this Agreement.


 


5.9.1         Each
of SPAC, the Sponsor and the “Holders” (as defined in the Prior SPAC Agreement) hereby agrees that the Prior SPAC Agreement
shall terminate as of the First Merger Closing, and thereafter shall be of no further force and effect.


 


5.9.2         The
registration rights granted under this Agreement shall supersede any registration, qualification or similar rights of the Holders with
respect to the securities of SPAC or the Company granted under any other agreement (including the Prior Company Agreement), and any of
such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no further force and effect.
With effect from the First Merger Closing, each party to this Agreement hereby irrevocably waives and agrees


not to exercise or enforce any rights it may have
(a) in respect of the registration of Registrable Securities pursuant to any other agreement, in general and (b) arising from
or pursuant to the Prior Company Agreement, in particular.


 


5.9.3         This
Agreement shall take effect as of and from the First Merger Closing; provided, that if the Merger Agreement is terminated prior
to the First Merger Closing, this Agreement shall not become effective and shall be deemed void.


 






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5.10         Term.
This Agreement shall terminate upon the earlier of (a) the tenth (10th) anniversary of the date of this Agreement and (b) with
respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 shall
survive any termination of this Agreement.


 


[Signature Pages Follow]


 






    21


     


    

  


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	Company:
	 	 
	 	ECARX Holdings Inc.
	 	 
	 	By:	/s/
SHEN Ziyu
	 	 	Name:	SHEN Ziyu
	 	 	Title:	Director


 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	SPAC:
	 	 
	 	COVA Acquisition Corp.
	 	 
	 	By:	/s/
Jun Hong Heng
	 	 	Name:	Jun Hong
Heng
	 	 	Title:	Chief Executive Officer


 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	Sponsor:
	 	 
	 	COVA Acquisition Sponsor LLC
	 	 
	 	By:	/s/
Jun Hong Heng
	 	 	Name:	Jun Hong Heng
	 	 	Title:	Manager and Member


 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	Holder:
	 	 
	 	Fu&Li Industrious Innovators Limited
	 	 
	 	By:	/s/ LI Shufu
	 	 	Name:	LI Shufu
	 	 	Title:	Director
	 	 	 	 
	 	Address for Notices: F16, Bldg2, Donghang Riverside Center, 277 Longlan Road, Xuhui District, Shanghai


 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	Holder:



 


	 	Jie&Hao Holding Limited
	 	 
	 	By:	/s/
SHEN Ziyu
	 	 	Name:	SHEN Ziyu
	 	 	Title:	Director
	 	 	 	 
	 	Address
for Notices: F16, Bldg2, Donghang Riverside Center, 277 Longlan Road, Xuhui District, Shanghai


 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	Holder:
	 	 
	 	SHINE LINK VENTURE LIMITED
	 	
     

    For and on behalf of T Proteus Limited

     

	 	By:	/s/
Pui Shan YIM   /s/ Katrina LEUNG
	 	 	Name:	 Pui Shan YIM and Katrina LEUNG
	 	 	Title:	Authorized Signatories
	 	 	 	 
	 	
    Address for Notices:

    14th Floor, Golden Centre, 188 Des Voeux

    Road Central, Hong Kong



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	Holder:
	 	 
	 	Baidu (Hong Kong) Limited
	 	 
	 	By:	/s/
Herman Yu
	 	 	Name:	Herman Yu
	 	 	Title:	Director
	 	 	 	 
	 	Address for Notices:
	 	
    Address: Baidu Building, Shangdi 10th Street,

    Haidian District, Beijing

    Attention: Lu Wenying

    E-mail Address: luwenying@baidu.com



 


[Signature
Page to Registration Rights Agreement]