CONVERTIBLE NOTE PURCHASE AGREEMENT

Exhibit 10.23

EXECUTION VERSION

October 25, 2022

ECARX HOLDINGS INC.
as the Issuer

and

SPDB INTERNATIONAL (HONG KONG) LIMITED
CNCB (HONG KONG) INVESTMENT LIMITED信銀（香港）投資有限公司 

as the Investors 

CONVERTIBLE NOTE PURCHASE AGREEMENT

Contents

Clause		Page
1.	DEFINITIONS	1
2.	ISSUANCE AND PURCHASE OF THE NOTES	7
3.	CLOSING	8
4.	CONDITIONS PRECEDENT	9
5.	REPRESENTATIONS AND WARRANTIES	11
6.	RESTRICTIONS ON DISPOSITION	18
7.	USE OF PROCEEDS	18
8.	EXPENSES	19
9.	COVENANTS	19
10.	CONFIDENTIALITY	20
11.	INDEMNIFICATION	21
12.	TERMINATION	21
13.	NOTICES	22
14.	MISCELLANEOUS	22
15.	GOVERNING LAW AND DISPUTE RESOLUTION	23

SCHEDULE 1     FORM OF CONVERTIBLE SENIOR NOTE

SCHEDULE 2     DISCLOSURE SCHEDULE

SCHEDULE 3     PARTICULARS OF INVESTMENT

SCHEDULE 4     REGISTRATION RIGHT

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made on October 25, 2022

BETWEEN:

(1) ECARX HOLDINGS INC., an exempted company incorporated under the laws of the Cayman Islands with company number 357139 and whose registered office is at Harneys Fiduciary (Cayman) Limited, 0^xx Xxxxx, Xxxxxxx Xxxxx, 000 Xxxxx Xxxxxx Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands (the “Issuer”);

(2) SPDB International (Hong Kong) Limited, a company incorporated with limited liability under the laws of Hong Kong (“SPDBI”); and

(3) CNCB (Hong Kong) Investment Limited信銀（香港）投資有限公司, a company incorporated with limited liability under the laws of Hong Kong (“CNCB” and together with SPDBI , the “Investors”).

(All the foregoing parties shall together be referred to as the “Parties” and each a “Party”.)

WHEREAS:

(A) The Issuer proposes to issue, and each Investor proposes to subscribe for, on and subject to the terms and conditions set out in this Agreement, a senior unsecured convertible note in the aggregate principal amount equal to the aggregate Purchase Price (as defined below), convertible into fully paid Conversion Shares (as defined below).

(B) The Issuer intends to apply for a listing of its securities on New York Stock Exchange, NASDAQ, The Stock Exchange of Hong Kong Limited or Singapore Stock Exchange or such other internationally recognized stock exchange duly approved by the Issuer (“Approved Exchange”), as the case may be, through a De-SPAC Transaction or an IPO, as the case may be (the “Listing”), after the consummation of the transactions contemplated hereby.

IT IS XXXXXX AGREED as follows:

1. DEFINITIONS

1.1 The following terms and expressions used in this Agreement, unless the context otherwise requires, shall have the following meanings:

“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. Without limiting the generality of the foregoing, (i) a natural person’s Affiliates shall include such natural person’s spouse, children, parents, siblings, spouse’s parents, spouse’s siblings and their spouses, children’s spouses, siblings’ spouses, and any other Person that directly or indirectly Controlled by any of the aforesaid individuals, and (ii) if a Person is an investment fund or an entity directly or indirectly Controlled by an investment fund, Affiliates of such Person shall additionally include any fund manager associated with such investment fund and any investment fund managed or co-managed by such fund manager, and the general partner(s) of any such investment fund;

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act of 2010, the Prevention of Bribery Ordinance (Cap. 201 of the Laws of Hong Kong) or any similar applicable laws, rules or regulations issued, administered or enforced by any governmental agency having jurisdiction over the Issuer or any Group Company;

1

“Anti-Money Laundering Laws” means all applicable money laundering statutes (including all applicable rules and regulations thereunder) and all applicable related or similar rules, regulations or guidelines, which in each case are issued, administered or enforced by any governmental agency having jurisdiction over the Issuer or any Group Company (including without limitation the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Cap. 615 of the Laws of Hong Kong));

“Articles” means the memorandum and articles of association of the Issuer as amended from time to time;

“Authority” means any governmental or regulatory commission, board, body, authority or agency, or any stock exchange, self-regulatory organisation or other non-governmental regulatory authority, or any court, tribunal or arbitrator, in each case whether national, central, federal, provincial, state, regional, municipal, local, domestic or foreign;

“Board” means the board of directors of the Issuer;

“Business Day” means any day that is not a Saturday, Sunday, legal holiday or another day on which commercial banks are required or authorized by law to be closed in the PRC, Hong Kong, the U.S. or the Cayman Islands;

“Closing” means the completion of the issuance and subscription of the Notes by the Investors in accordance with clause 3;

“Closing Date” means the date of the Closing, which shall be the third (3rd) Business Day after the conditions to the Closing set forth in clause 4 below (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) are satisfied or duly waived, or on such other date as the parties may otherwise agree in writing;

“Company Registered IP” means all patents, trademarks, service marks, trade names, domain names, copyrights and other forms of Intellectual Property for which registrations have been obtained throughout the world (and all applications for, or extensions or reissues of, any of the foregoing throughout the world) that are owned by, or registered or applied for in the name of, a Group Company;

“Company Owned IP” means Company Registered IP and all Intellectual Property owned by the Group Companies but not covered under Company Registered IP;

“Confidential Information” has the meaning given to it in clause 10.1;

“Contract” means, a contract, agreement, understanding, indenture, note, bond, loan, instrument, lease, mortgage, franchise, license, commitment, purchase order, and other legally binding arrangement, whether written or oral;

“Control” of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise; provided, that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing;

2

“Conversion Notice” has the meaning ascribed to such term in the Convertible Senior Note;

“Conversion Shares” means shares of the Issuer to be issued to each Investor on the conversion of the Note in accordance with the Convertible Senior Note issued to such Investor, namely, (i) if the Issuer consummates a Listing on or prior to the Maturity Date, the Class A ordinary shares or other securities of the Issuer to be listed on the Approved Exchange in the Listing (as applicable), and (ii) if no Listing is consummated on or prior to the Put Right Triggering Date, upon such Investor’s written election for conversion, the Series B Preferred Shares;

“Convertible Senior Note” or “Note” means each instrument to be executed by the Issuer constituting the Note in the form set out in Schedule 1 to this Agreement, and “Convertible Senior Notes” or “Notes” shall be construed accordingly;

“De-SPAC Transaction” means an “initial business combination” involving a special purpose acquisition vehicle, pursuant to which the Issuer’s capital stock is, or is exchanged for equity securities of a person that is, listed or approved for listing on an Approved Exchange;

“Event of Default” means any event or circumstances specified as such in the Convertible Senior Note;

“Force Majeure Event” means any event or circumstance or any combination of them in the form of (a) any change in interest rates or economic, political, business or financial market conditions generally, (b) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic, acts of nature or change in climate or (c) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections.

“Governmental Order” means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Authority;

“Group” or “Group Companies” means collectively the Issuer and its Subsidiaries, and a “Group Company” means any entity within the Group;

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;

“Intellectual Property” means any and all (i) patents, patent rights and applications therefor and reissues, re-examinations, continuations, continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, mask works and registrations and applications therefor, author’s rights and works of authorship (including artwork, software, computer programs, source code, object code and executable code, firmware, development tools, files, records and data, and related documentation), (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications, proprietary data, customer lists, databases, proprietary processes, technology, formulae, and algorithms and other intellectual property, (vi) trade names, trade dress, trademarks, domain names, service marks, logos, business names, and registrations and applications therefor, and (vii) the goodwill symbolized or represented by the foregoing;

3

“Investors Rights Agreement” means the Fifth Amended and Restated Investors Rights Agreement entered into between, among others, the Issuer and its shareholders on December 27, 2021, as amended from time to time;

“IPO” means the Issuer’s first firm commitment underwritten public offering of its Class A ordinary shares or ordinary shares (as applicable), or securities representing such Class A ordinary shares or ordinary shares (as applicable), on an Approved Exchange;

“Knowledge of the Issuer” means the actual knowledge of Xx. XXXX Xxxx (xxx) (Redact) and/or Xx. Xxxx Xxxxxxxx (Redact);

“Law” or “Laws” means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance, code, rule, or rule of common law, any governmental approval, concession, grant, franchise, license, agreement, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Authority, in each case as amended, and any and all applicable Governmental Orders;

“Lien” means any claim, charge, easement, encumbrance, lease, covenant, security interest, lien, option, pledge, rights of others, or restriction (whether on voting, sale, transfer, disposition or otherwise), whether imposed by Contract, understanding, law, equity or otherwise;

“Material Adverse Effect” means any event or circumstance or any combination of them that is materially adverse to (x) the business, operations, assets, properties, business or financial condition, results or prospects of the Group taken as a whole or (y) the ability of the Issuer to perform its obligations under this Agreement or any other Transaction Document; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect”: (a) any change in applicable Laws or generally accepted accounting principles or any interpretation thereof following the date of this Agreement, (b) the taking or refraining from taking of any action required to be taken or refrained from being taken under this Agreement, or (c) any matter set forth in the Disclosure Schedule or disclosed to any Investor on any document made available to any Investor on or prior to the date of this Agreement.

“Material Subsidiary” has the meaning ascribed to such term in the Convertible Senior Note;

“Maturity Date” has the meaning ascribed to such term in the Convertible Senior Note;

4

“NDRC” means the National Development and Reform Commission of the PRC, or its competent local branch or any other authority succeeding to its functions;

“non-U.S. IPO” means an IPO on a stock exchange other than the New York Stock Exchange or NASDAQ.

“Permits” means licenses, franchises, permits, certificates, registrations, approvals, consents and authorizations from any Authority;

“Person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity;

“PRC” means the People’s Republic of China, and for the purposes of this Agreement excludes Hong Kong, the Macau Special Administrative Region and Taiwan;

“Purchase Price” has the meaning given to it in clause 2.1;

“Put Right” has the meaning ascribed to such term in the Convertible Senior Note;

“Put Right Exercise Notice” has the meaning ascribed to such term in the Convertible Senior Note;

“Put Right Triggering Date” has the meaning ascribed to such term in the Convertible Senior Note;

“Related Party” means, with respect to any Person, any director or officer of such Person or any member, shareholder or equity interest holder who directly or indirectly holds no less than 10% of the total issued and outstanding share capital of such Person;

“Representatives” has the meaning given to it in clause 10.1;

“Required Internal Approval” has the meaning given to it in clause 3.2;

“Restricted Party” means a person, or a person owned or controlled (directly or indirectly) by a person, that is:

(a) listed on any Sanctions List or is otherwise a subject of Sanctions;

(b) located in or organised under the laws of a country or territory which is a subject of country-wide or territory-wide Sanctions or whose government is the subject of country or territory wide Sanctions; or

(c) acting on behalf of any of the persons listed under paragraphs (a) or (b) above;

“Sanctions” means any country- or territory-wide trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced from time to time by a Sanctions Authority;

“Sanctions Authorities” means:

(a) the Security Council of the United Nations;

(b) the governments of Hong Kong, the United States, the United Kingdom, the European Union; and

(c) the respective governmental institutions and agencies of any of the foregoing;

5

“Sanctions List” means any list of specifically designated persons, entities (or equivalent) or countries maintained by, or public announcement of Sanctions designation made by a Sanctions Authority, each as amended, supplemented or substituted from time to time;

“SEC” means the U.S. Securities and Exchange Commission;

“Securities Act” means the U.S. Securities Act of 1933, as amended;

“Series B Preferred Shares” means the series B preferred shares of the Issuer with a par value of US$0.000005 per share, with the rights and privileges as set forth in the Articles and the Investors Rights Agreement;

“Subsidiary” means, with respect to any given Person, any other Person that is Controlled directly or indirectly by such given Person from time to time and, for the avoidance of doubt, the Subsidiaries of any Person shall include any “variable interest entity” over which such Person or any of its Subsidiaries effects Control pursuant to contractual arrangements and which is consolidated with such Person in accordance with the accounting standards applicable to such Person (if any);

“Surviving Provisions” means clauses 1 (Definitions), 8 (Expenses), 10 (Confidentiality), 12 (Termination), 13 (Notices), 14 (Miscellaneous) and 15 (Governing law and Dispute Resolution);

“Tax Return” means any return, report or statement showing Taxes, used to pay Taxes, or required to be filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated or provisional Tax;

“Taxes” means, (i) in the PRC: (a) any national, provincial, municipal, or local taxes, charges, fees, levies, or other assessments, including without limitation, all net income (including enterprise income tax and individual income withholding tax), turnover (including value-added tax, business tax, and consumption tax), resource (including urban and township land use tax), special purpose (including land value-added tax, urban maintenance and construction tax, and additional education fees), property (including urban real estate tax and land use fees), documentation (including stamp duty and deed tax), filing, recording, social insurance (including pension, medical, unemployment, housing, and other social insurance withholding), tariffs (including import duty and import value-added tax), and estimated and provisional taxes, charges, fees, levies, or other assessments of any kind whatsoever, (b) all interest, penalties (administrative, civil or criminal), or additional amounts imposed by any Authority in connection with any item described in sub-clause (a) above, and (c) any form of transferee liability imposed by any Authority in connection with any item described in sub-clauses (a) and (b) above, and (ii) in any jurisdiction other than the PRC: all similar liabilities as described in sub-clause (i)(a) and (i)(b) above;

“Transaction Documents” means this Agreement, the Convertible Senior Notes, and any and all other agreements and instruments being or to be entered into by the parties to this Agreement in connection with the transactions contemplated by any of the foregoing;

6

“U.S.” means the United States of America; and

“US$” and “US dollars” means United States dollars, the legal currency of the U.S.

1.2 In this Agreement:

(a) words denoting the singular shall include the plural and vice versa;

(b) words denoting one gender shall include each gender and all genders;

(c) the term “or” is not exclusive;

(d) the term “including” shall be deemed to be followed by “but not limited to”;

(e) references to clauses and the Schedules are, unless stated otherwise, references to clauses of and the schedules to this Agreement;

(f) headings are inserted for convenience only and will not affect the construction of this Agreement;

(g) any reference to an enactment or a statutory provision is a reference to it as it may have been or may from time to time be amended, modified, consolidated or re-enacted;

(h) the terms “hereof”, “herein” and “hereunder” (and any other similar expressions) refer to this Agreement as a whole and not to any particular clause or other portion hereof; and

(i) each representation, warranty, agreement, and covenant contained herein will have independent significance, regardless of whether also addressed by a different or more specific representation, warranty, agreement, or covenant.

1.3 The recitals and the Schedules shall be deemed to be incorporated in this Agreement.

2. ISSUANCE AND PURCHASE OF THE NOTES

2.1 Subject to and in accordance with the provisions of this Agreement, the Issuer agrees to issue and sell to each Investor, and each Investor agrees to subscribe for and purchase, a Convertible Senior Note for a purchase price as set forth opposite such Investor’s name under the column titled “Purchase Price” under Schedule 3 (with respect to such Investor, its “Purchase Price”) at the Closing. The aggregate Purchase Price of the Convertible Senior Notes issued pursuant hereto is US$65,000,000.

2.2 Each Investor’s obligations under this Agreement are separate from each other Investor’s obligations under this Agreement, and no Investor shall be liable for any other Investor’s breach of this Agreement. Notwithstanding the foregoing, none of the Investors shall be obliged to complete the purchase of any Convertible Senior Notes unless the sale of all the Convertible Senior Notes is completed simultaneously.

7

3. CLOSING

3.1 The Closing shall take place remotely on the Closing Date via the exchange of documents and signatures, so long as the conditions precedent to the Closing set forth in clause 4 below (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) are satisfied or duly waived as of the Closing Date.

3.2 The Issuer shall, prior to the Closing Date, ensure that meetings of the Board and its shareholders are duly convened and held or resolutions in writing of the Board and its shareholders are passed in accordance with the Articles and the Investors Rights Agreement at/for which: (a) the execution of this Agreement and the other Transaction Documents and the performance of the Issuer’s obligations hereunder and thereunder; (b) the execution of the Convertible Senior Notes; (c) the issuance of the Notes to the Investors in accordance with this Agreement; (d) the conversion of the Notes and the issuance of the full number of the Conversion Shares; (e) the performance by the Issuer of its other obligations under the Transaction Documents; and (f) the waiver of any right of consent, right of first offer, pre-emptive rights or similar rights under the Articles, the Investors Rights Agreement and/or any other document between the relevant shareholder and the Issuer to purchase or participate in the issuance of the Conversion Shares, have been approved and/or ratified (the “Required Internal Approval”).

3.3 At the Closing:

(a) the Issuer shall deliver the following to each Investor:

(i) a Convertible Senior Note dated the Closing Date with an aggregate principal amount of the Purchase Price applicable to such Investor, duly executed by the Issuer;

(ii) a certificate referred to in clause 4.2(e);

(iii) a certified copy of the register of noteholders reflecting the entry of the Investors as holders of the Notes in the register of noteholders;

(iv) copies of all other Transaction Documents, if applicable, duly executed by all parties thereto (other than the Investors or their respective Affiliates).

(b) against delivery of the items set out in clause 3.3(a) and the Issuer delivering a written notice to each Investor of all closing conditions being satisfied or waived (as applicable), each Investor shall deliver to the Issuer a certificate, referred to in clause 4.3(e).

3.4 Within five (5) Business Days following the Closing Date, each Investor shall pay or cause to be paid its applicable Purchase Price to the Issuer by wire transfer of immediately available funds in US dollars to a bank account designated by the Issuer, evidence of such payment taking the form of a confirmation from the paying bank that it has made such payment or a SWIFT message showing such wire transfer.

8

4. CONDITIONS PRECEDENT

4.1 The obligations of the Parties to consummate the transactions contemplated under this Agreement are subject to the satisfaction, on the Closing Date, of the following condition:

(a) the Issuer shall have delivered to the Investors a copy of the following corporate documents of the Issuer:

(i) certificate of incorporation;

(ii) Articles;

(iii) register of directors;

(iv) register of members;

(v) register of mortgages and charges;

(vi) certificate of good standing issued by the Registrar of Companies in the Cayman Islands; and

(vii) certificate of incumbency issued by its registered office provider;

(b) the Issuer shall have delivered to the Investors a copy of the Investors Rights Agreement;

(c) the Issuer shall have delivered to the Investors a copy of each Required Internal Approval;

(d) the Issuer shall have delivered to the Investors Th of completion of the foreign debt filing in respect of the Notes with NDRC; and

(e) no injunction, interim or otherwise, having been granted in respect of the Issuer and no law having been enacted, issued or promulgated that would enjoin or prohibit or fundamentally alter the terms of the transactions contemplated by the Transaction Documents.

4.2 The obligations of each Investor to consummate the transactions contemplated under this Agreement are subject to the satisfaction, on the Closing Date, of the following conditions, any of which may be waived in writing by such Investor in its sole discretion:

(a) each of the representations and warranties of the Issuer contained in clause 5.1 that are qualified by “material” or “Material Adverse Effect” or any similar qualification or exception shall be true and correct as of the date hereof and as of the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects to such extent at and as of such date) in all respects to such extent;

(b) each of the representations and warranties of the Issuer contained in clause 5.1 that are not qualified by “material” or “Material Adverse Effect” or any similar qualification or exception shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date);

9

(c) the Issuer shall have performed and complied with, in all material respects, the covenants, obligations and agreements required under the Transaction Documents to be performed or complied with by the Issuer on or prior to the Closing Date, including providing all deliverables set forth in clause 3.3(a) hereof;

(d) there shall not exist or have occurred any event, circumstance, development or change that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect and, for the avoidance of doubt, the existence or occurrence of a Force Majeure Event shall not by itself constitute a existence or occurrence of a Material Adverse Effect unless such Force Majeure Event has a disproportionate and adverse effect on the Group or the results of operations or financial condition of the Group, relative to other similarly situated businesses in the industries in which the Group operates, in which case such Force Majeure Event may be taking into account in determining whether a Material Adverse Effect exists or has occurred; and

(e) the Issuer shall have delivered to each Investor a certificate, dated as of the Closing Date, executed by a director of the Issuer, certifying (i) the satisfaction of the conditions specified in clauses 4.2(a) through 4.2(e) above; (ii) that each copy document delivered under clause 4.1 above is correct, complete and in full force and effect as at the Closing Date; and (iii) that the Required Internal Approval was duly passed by the Issuer in accordance with the Articles and the Investors Rights Agreement, and has not been amended, revoked, superseded or varied in any manner and are correct, complete and in full force and effect as of the Closing Date.

4.3 The obligations of the Issuer to consummate the transactions contemplated under this Agreement with each Investor are subject to the satisfaction, on the Closing Date, of the following conditions, any of which may be waived in writing by the Issuer with respect to such Investor in its sole discretion:

(a) each of the representations and warranties of the Investor contained in clause 5.2 that are qualified by “material” or “Material Adverse Effect” or any similar qualification or exception shall be true and correct as of the date hereof and as of the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects to such extent at and as of such date) in all respects to such extent;

(b) each of the representations and warranties of such Investor contained in clause 5.2 that are not qualified by “material” or “Material Adverse Effect” or any similar qualification or exception shall be true and correct as of the date hereof and as of the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date) in all material respects;

10

(c) such Investor shall have performed and complied with, in all material respects, the covenants, obligations and agreements required under the Transaction Documents to be performed or complied with by such Investor on or prior to the Closing Date;

(d) the Investors receiving legal opinions as to Hong Kong and Cayman law from their legal advisers in connection with the capacity of the Issuer and the enforceability of the Transaction Documents; and

(e) such Investor shall have delivered to the Issuer a certificate, dated as of the Closing Date, executed by a duly authorized officer of such Investor, certifying the satisfaction of the conditions specified in clauses 4.3(a) through 4.3(d) above.

5. REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Issuer

5.1 The Issuer represents and warrants to each Investor that, subject to such exceptions specifically set forth in the Disclosure Schedule attached hereto as Schedule 2 (the “Disclosure Schedule”), the statements in this clause 5.1 are true and correct as of the date hereof and as of the Closing Date. For the avoidance of doubt, except for this clause 5.1, the Issuer makes no express or implied representation or warranty (oral or written) with respect to the Group Companies or their respective businesses, assets or conditions (financial or otherwise), and the Issuer hereby disclaims any such other representations or warranties, if any, and all other warranties expressed or implied by law, trade, custom, usage or otherwise are hereby expressly excluded by the Issuer.

(a) Organization, Good Standing and Qualification. Each Group Company is duly incorporated, organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under, and by virtue of, the laws of the place of its incorporation or establishment. Each of the Group Companies has all requisite capacity, power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted, and is duly qualified to transact business in each jurisdiction in which it conducts and proposes to conduct business, except where the failure to be so qualified would not be material to the Group taken as a whole.

(b) Authorization. All corporate actions on the part of the Issuer for the authorization, execution, delivery and performance of each Transaction Document and the transactions contemplated thereby, have been taken or will be taken prior to the Closing. Each Transaction Document has been duly executed and delivered by the Issuer and constitutes valid and legally binding obligations of such party, enforceable against such party in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies (collectively, the “Enforceability Exceptions”).

(c) Approvals. Each approval, authorization or consent which is required to be obtained by the Issuer in connection with the consummation of the transactions contemplated under this Agreement and the other Transaction Documents will have been obtained prior to and be effective as of the Closing.

11

(d) Corporate Structure; Subsidiaries. The corporate particulars of each Group Company as set forth in the Disclosure Schedule are true and accurate. The Disclosure Schedule also sets forth a complete structure chart of the Group Companies, illustrating the ownership and Control relationships among all Group Companies.

(e) Valid Issuance. Each Note, when issued and delivered by the Issuer, will constitute a senior, direct, unconditional, unsubordinated and unsecured indebtedness of the Issuer, and will at all times rank pari passu with all existing and future unsubordinated and unsecured obligations of the Issuer. The Conversion Shares, when issued and delivered by the Issuer to the applicable Investor in accordance with the terms of the Convertible Senior Note, (i) will be duly and validly issued, fully paid and non-assessable, (ii) will rank pari passu with, and carry the same rights in all aspects as, the other shares (in the same class) of the Issuer then issued and outstanding, (iii) will not be in violation of or subject to any pre-emptive rights or other contractual rights to subscribe for or purchase securities issued by the Issuer, (iv) will be free from any Liens (except for any restrictions on transfer under applicable securities Laws, the Articles, the Investors Rights Agreement and under the Transaction Documents).

(f) Capitalization

(i) The Disclosure Schedule provides a true, complete and correct list as of the date hereof and as of the Closing Date of all shareholders owning issued and outstanding shares of the Issuer, together with the number of shares held by each such shareholder.

(ii) As of the date of this Agreement, the authorized share capital of the Issuer is US$50,000 divided into (i) 9,923,950,082 ordinary shares of par value US$0.000005 each, of which 198,035,714 are issued and outstanding; (ii) 5,043,104 Series Angel preferred shares of par value US$0.000005 each, all of which are issued and outstanding; (iii) 24,464,286 Series A preferred shares of par value US$0.000005 each, all of which are issued and outstanding; (iv) 24,612,081 Series A+ preferred shares of par value US$0.000005 each, all of which are issued and outstanding; (v) 7,164,480 Series A++ preferred shares of par value US$0.000005 each, all of which are issued and outstanding; and (vi) 14,765,967 Series B preferred shares of par value US$0.000005 each, all of which are issued and outstanding.

(g) Compliance with Laws; Permits. Each Group Company is, and has been, in compliance with all applicable Laws in all material respects. Each Group Company holds all material Permits necessary for the lawful conduct of its respective businesses.

(h) Financial Data. The Issuer has delivered copies of its audited condensed financial data (the “Financial Data”) for the period from January 1, 2021 to December 31, 2021 (the “Statement Date”) to each Investor. All Financial Data that were provided to each Investor were prepared in all material respects in accordance with the generally accepted accounting principles in the U.S. and are true and correct in all material respects.

12

(i) No proceedings. There is no action, suit, proceeding, claim, arbitration, administrative proceedings or investigation pending or, to the Knowledge of the Issuer, threatened in writing against any Group Company or any Group Company’s activities, properties or assets that would have a Material Adverse Effect. To the Knowledge of the Issuer, no judgement or order of a court, arbitral body or agency has been made against any Group Company that has or is reasonably be expected to have a Material Adverse Effect.

(j) No Liabilities. No Group Company has any indebtedness, obligation or liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due) except for (i) indebtedness, obligations and liabilities set forth in the Financial Data that have not been satisfied since the Statement Date, (ii) indebtedness incurred by the Issuer under the Notes and other convertible notes issued by the Issuer, (iii) indebtedness incurred since the Statement Date under (A) loan agreements or facility agreements entered into with commercial banks and (B) loan agreements entered into with the Issuer’s Affiliates, from which the proceeds shall be used for general corporate and working capital purposes only, and (iv) current obligations and liabilities incurred since the Statement Date in the ordinary course of the Group’s trade consistent with its past practices which does not fall within paragraph (iii) above, provided that solely with respect to (iii) above, the aggregate of the indebtedness incurred by the Group does not exceed US$300,000,000 at any time.

(k) Material Contracts. The agreements, contracts, leases, licenses, instruments, commitments, indebtedness, liabilities and other obligations to which a Group Company is a party or by which it is bound that are material to the conduct and operations of its business and properties are collectively the “Material Contract(s)”. For purposes of this clause 5.1‎(k), “material” shall mean any agreement, contract, indebtedness, liability, arrangement or other obligation (i) having an aggregate value, cost, liability or amount in excess of US$15,000,000, (ii) containing the financing, restructuring, voting power arrangement or change of Control of the Issuer, (iii) transferring or licensing any material assets or any material Intellectual Property to or from any of the Group Companies (other than licenses granted in the ordinary course of business). Each Material Contract is a valid and binding agreement of the parties thereto, the performance of which does not and will not violate any applicable Laws in any material respect, and is in full force and effect against the parties thereto. Each Group Company has duly performed its obligations under each Material Contract in all material respects to the extent that such obligations to perform have accrued, and no substantive breach or default, to the Knowledge of the Issuer, alleged breach or alleged default, or event which would constitute a substantive breach or default thereunder by such Group Company or any other party or obligor with respect thereto, has occurred, except where the failure to perform the obligation would not, individually or in the aggregate, reasonably be expected to cause any Material Adverse Effect. No Group Company has given notice that it intends to terminate a Material Contract or, to the Knowledge of the Issuer, that any other party thereto has breached, violated or defaulted under any Material Contract, and no Group Company has received any written notice that it has breached, violated or defaulted under any Material Contract or, to the Knowledge of the Issuer, that any other party thereto intends to terminate such Material Contract.

13

(l) Properties.

(i) Real Property. The Group Companies do not own any real property (including land use right). Each lease to which any Group Company is a party is a valid and binding obligation of the applicable Group Company, enforceable in accordance with its terms against such Group Company, and to the Knowledge of the Issuer, each other party thereto, subject to the Enforceability Exceptions.

(ii) Intellectual Property.

(A) Company IP. The Group Companies legally own the ownership, rights, interests, authorization or license of the Intellectual Property rights necessary for the Group’s principal business, and the aforementioned ownership, rights, interests, authorization and license are not subject to any limitation of the burden of rights except the limitations set forth in the agreements in connection with such Intellectual Property rights (“Company IP”).

(B) IP Ownership. All Company Registered IP is owned by and registered or applied for solely in the name of the Group Companies, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. None of the Group Companies or, to the Knowledge of the Issuer, any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting. No Company Owned IP is the subject of any Lien, license or other Contract granting rights therein to any other Person (except non-exclusive Licenses in the ordinary course of the Group’s business). No Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate the Group Company to grant or offer to any Person any license or right to any Company Owned IP.

(C) Infringement, Misappropriation and Claims. There is no action pending or, to the Knowledge of the Issuer, threatened alleging any such violation, infringement or misappropriation or challenging the Issuer’s or any of its Subsidiaries’ rights in or to any Intellectual Property which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Issuer, no Person has violated, infringed or misappropriated any Company Owned IP in any material respect, and the Group Companies have not given any written notice to any other Person alleging any of the foregoing.

14

(m) Employment Matters.

(i) The relevant Group Company has entered into employment contracts and agreements that contain confidentiality, non-compete and intellectual property assignment provisions with each member of its senior management.

(ii) Except as set forth in the Disclosure Schedule, each Group Company has complied with all applicable Laws relating to employment and labor in all material respects, including without limitation the applicable PRC Laws pertaining to social insurance. There is no material claim with respect to payment of wages, salary, overtime pay, withholding individual income taxes, social security fund or housing fund that is now pending or, to the Knowledge of the Issuer, threatened before any Authority with respect to any persons currently or formerly employed by any Group Company.

(iii) There has not been, and there is not now pending or, to the Knowledge of the Issuer, threatened, any strike, union organization activity, lockout, slowdown, picketing, or work stoppage or any unfair labor practice charge against any Group Company. Except as set forth in the Disclosure Schedule, no Group Company is bound by or subject to (and none of their assets or properties is bound by or subject to) any written or oral Contract, commitment or arrangement with any labor union or any collective bargaining agreements.

(n) Tax Matters. Each Group Company (a) has timely filed all Tax Returns that are required to have been filed by it with any Authority, (b) has timely paid all Taxes owed by it which are due and payable (whether or not shown on any Tax Return) and withheld and remitted to the appropriate Authority all Taxes which it is obligated to withhold and remit from amounts owing to any employee, creditor, customer or third party, and (c) has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency other than, in the case of (a) and (b), unpaid Taxes that are in contest with Tax authorities by such Group Company in good faith or nonmaterial in amount.

(o) Organizational Documents; Books and Records. The organizational documents of the Group Companies are valid and all organizational documents required to be filed by each Group Company with the applicable Authorities in respect of the relevant jurisdiction in which such Group Company is incorporated have been properly filed in all material respects. Each Group Company has been in compliance with its organizational documents in all material respects, and none of the Group Companies have violated or breached any of their respective charter documents in any material respect. Each Group Company properly maintains its corporate records including without limitation (i) minutes of each meeting of its board of directors, any committees of its board of directors and its shareholders, and (ii) each written resolution in lieu of a meeting by its board of directors, any committees of its board of directors and its shareholders.

(p) No Default. No Event of Default under Section 2.7(d) (Cross Default), Section 2.7(e) (Bankruptcy), Section 2.7(f) (Involuntary Proceedings), Section 2.7(h) (Enforcement proceedings), or Section 2.7(i) (Nationalization) under the Convertible Senior Note is continuing or will result from the issue of the Convertible Senior Notes or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

15

(q) No misleading information. (i) All written information (except for any financial projections) supplied by the Issuer or on its behalf to the Investors (A) via upload to the virtual data room operated by Datasite under the project name “CB-SPDBI浦银” and “CB-SPDBI信银” and (B) through email attachments is true, complete and accurate in all material respects as at the date it was given and is not misleading in any material respect. (ii) All financial projections provided by the Issuer or on its behalf to the Investors have been prepared on the basis of recent historical information and on the basis of reasonable assumptions made at the time that the projections were given.

(r) Related Party Transactions. Neither the Issuer nor any Group Company has engaged in, any transactions with any Related Party on terms that are less favorable to the Issuer or such Group Company than would be obtained in a comparable arm’s length transaction with a person that is not a Related Party, other than such less favorable terms that are required by such Related Party from all of its counterparties.

(s) No Registration. Assuming the accuracy of the representations and warranties set forth in clauses 5.2(c) and 5.2(d) of this Agreement, the offer, sale and issuance of the Note are exempt from the registration requirements of the Securities Act . None of the Issuer, its Subsidiaries or their respective Affiliates or any person acting on its or their behalf have engaged in any “directed selling efforts” within the meaning of Rule 903 of Regulation S under the Securities Act or any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act with respect to the Note.

(t) Immunity. The entry by the Issuer into each Transaction Document constitutes, and the exercise by it of its rights and performance of its obligations under each Transaction Document will constitute, private and commercial acts performed for private and commercial purposes. The Issuer will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation or domicile (as the case may be) in relation to any Transaction Document.

(u) Insolvency. Each Group Company is solvent and will not become insolvent as a result of it entering into and performing any Transaction Document and (i) no petition has been presented, no order has been made, or resolution passed for the winding-up of any Group Company or for the appointment of a liquidator, provisional liquidator, or trustee in bankruptcy to any Group Company, (ii) no administrator has been appointed in relation to any Group Company, and no notice has been given or filed with the court of an intention to appoint an administrator and no petition or application has been presented or order has been made for the appointment of an administrator in respect of any Group Company, (iii) no receiver or administrative receiver or manager has been appointed, nor any notice given of the appointment of any such person, over the whole or part of the business or assets of any Group Company, (iv) no Group Company has proposed or agreed to a composition, compromise, assignment or arrangement with any of its creditors, and (v) no Group Company is subject to any other procedures or steps which are analogous to those set out above.

16

(v) Anti-Corruption Law. Each Group Company and, to the best knowledge of the Issuer, each of its respective officers, directors and employees is in compliance with applicable Anti-Corruption Laws.

(w) Sanctions. No Group Company and, to the actual knowledge of the Issuer, none of its respective directors, officers or employees: (i) is a Restricted Party; (ii) has violated or is violating any applicable Sanctions; (iii) is directly or indirectly engaging in or has directly or indirectly engaged in any activity with a Restricted Party or in any other activity that may result in any violation of any Sanctions; or (iv) is subject to any known claim, proceeding, formal investigation or formal notice with respect to Sanctions.

(x) Anti-Money Laundering. The business of each Group Company is conducted at all times in compliance with applicable Anti-Money Laundering Laws. To the best of knowledge of the Issuer, no action, suit or proceeding involving any Group Company with respect to Anti-Money Laundering Laws is pending.

Representations and Warranties of the Investors

5.2 Each Investor hereby represents and warrants to the Issuer in respect of itself that:

(a) Organization and Good Standing. Such Investor is duly incorporated, organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under, and by virtue of, the laws of the place of its incorporation or establishment. Such Investor is not in receivership or liquidation and has taken no steps to enter into liquidation, and no petition has been presented for the winding-up of such Investor.

(b) Authorization. Such Investor has all requisite power and authority to execute and deliver this Agreement to which it is a party and to carry out and perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of the transactions contemplated hereunder have been duly authorized by all necessary corporate or other action of such Investor. This Agreement has been duly executed and delivered by such Investor and constitutes valid and legally binding obligations of such Investor, enforceable against such Investor in accordance with its terms, subject to Enforceability Exceptions. No consent, approval, authorization, order, filing, registration or qualification of or with any court, Authority or third person is required to be obtained by such Investor in connection with the execution and delivery of this Agreement by such Investor or the performance of such Investor’s obligations hereunder or thereunder.

(c) Purchase for Own Account. The Note and the Conversion Shares will be acquired for such Investor’s own account, not as a nominee or agent, and not as an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act or otherwise with a view to or in connection with a distribution within the meaning of the Securities Act. Such Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person or any third Person, with respect to any Note or Conversion Share.

(d) Investment Status. Such Investor is (i) not a “U.S. person” within the meaning of Regulation S under the Securities Act and is acquiring the Note in an offshore transaction under Rule 903 of Regulation S under the Securities Act and (ii) aware that the sale of the Note and the Conversion Shares being issued and sold pursuant to this Agreement is being made in reliance on an exemption from registration under the Securities Act.

17

(e) Restricted Securities. Such Investor understands that the Note and the Conversion Shares have not been, and, except as may be required pursuant to clause 9.4 hereof, will not be, registered under the Securities Act. Such Investor further understands that the Note are and the Conversion Shares will be “restricted securities” under applicable U.S. federal securities laws that are subject to transfer restrictions under such laws. Such Investor acknowledges that the Issuer has no obligation to register or qualify the Note or the Conversion Shares (other than registration rights attached to such Conversion Shares, if any), as the case may be, for resale. Such Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Note or the Conversion Shares, and on requirements relating to the Issuer which are outside of such Investor’s control, and which the Issuer is under no obligation and may not be able to satisfy.

(f) No Public Market. Such Investor understands that no public market now exists for the Note or the Conversion Shares, and that the Issuer has made no assurances that there will ever be a public market for the Note or the Conversion Shares.

6. RESTRICTIONS ON DISPOSITION

6.1 Without the prior written consent of the Board, no Investor may assign or transfer this Agreement or any Note, or any of its rights, interests or obligations hereunder or thereunder, in whole or in part, to any person, provided that if the transferee is an Affiliate of an Investor, no consent is required insofar as such Affiliate satisfies the know-your-customer requirements as may be reasonably requested by the Issuer.

6.2 In connection with a Listing through an IPO, the Parties agree to negotiate in good faith to determine whether a separate lock-up undertaking is necessary in respect of the Conversion Shares. If lock-up is required and the Investors are able to obtain internal approvals to enter into the lock-up arrangement, such Investor agrees to execute a separate lock-up undertaking in favor of the Issuer in respect of the Conversion Shares held by it for a period of no more than six (6) months, which undertaking shall be consistent with the lock-up undertakings agreed and given by all other applicable shareholders of the Issuer. For the avoidance of doubt, the Issuer shall not require any Investor to enter into any lock-up arrangement in connection with a De-SPAC Transaction.

7. USE OF PROCEEDS

7.1 The Issuer shall use the proceeds from the subscription of the Notes only for working capital requirements and other general corporate purposes (including but not limited to business expansion, new product development, talent acquisition, operating expenses, investments and mergers and acquisitions, and fees and expenses in connection with the issuance of the Notes), and ensure that such use of the proceeds will not contravene any applicable Laws.

18

7.2 No Investor is not bound to monitor or verify the application of any proceeds raised by the Issuer from the Notes.

8. EXPENSES

Each Party shall bear its own costs and expenses in connection with (i) the preparation and negotiation of this Agreement and the other Transaction Documents, (ii) its performance under this Agreement and the other Transaction Documents and (iii) the consummation of the transactions contemplated hereby and thereby, including all fees and expenses of such Party’s agents, representatives, financial and legal advisors and accountants; provided, however, that in the event the transactions contemplated hereby are consummated, the Issuer shall, within ten (10) Business Days following the Closing Date, reimburse the Investors for up to an aggregate amount of US$200,000 of fees and expenses incurred by or on behalf of any Investor in connection with the transactions contemplated hereby.

9. COVENANTS

9.1 If the Issuer carries out a non-U.S. IPO and the Issuer or any Investor believes any provision under any of the Transaction Documents contravenes the listing rules of the applicable Approved Exchange or related regulations or guidance materials (such provision, the “Contravening Provision”), the Parties hereby agree to negotiate in good faith to execute amendments to this Agreement and any other Transaction Documents so as to comply with such listing rules or related regulations or guidance materials. The Issuer shall promptly notify the Investors of its intention to carry out a non-U.S. IPO and the Investors and the Issuer shall negotiate in good faith for a period of not more than 90 days (or such longer period as all Investors may agree) following such notification by the Issuer to agree on the amendments required to ensure compliance of the Transaction Documents with the applicable Contravening Provisions while preserving the economics of the transactions contemplated by the Transaction Documents.

9.2 If any Investor elects to convert the Note into Conversion Shares, the Issuer shall have duly authorized and validly reserved for issuance such number of Conversion Shares as shall be sufficient to effect the conversion of such Investor’s Note.

9.3 If no Listing is consummated on or prior to the Put Right Triggering Date, and any Investor exercises the Put Right and elects to convert the Note in full into Series B Preferred Shares, the Issuer and such Investor shall take all necessary and appropriate actions and execute all relevant documents so that such Investor will, upon converting the Notes into Series B Preferred Shares, become a party to the Investors Rights Agreement as an “Investor” and a “Series B Investor” as if it were an original party thereto. As a condition precedent to the conversion, such Investor shall sign a deed of adherence to become a party to the Investors Rights Agreement in the capacity as an investor, such deed of adherence in form and substance reasonably satisfactory to the Issuer.

9.4 To the extent any Investor converts the Note following a Listing in the U.S., the Issuer shall ensure that such Investor shall be entitled to the rights set out in Schedule 4 with respect the Conversion Shares (to the extent that they constitute ordinary shares in the share capital of the Issuer) to require the Issuer to register them in connection with any listing in the U.S. For the avoidance of doubt, the registration rights will not be subject to any shareholding threshold requirements on the investor.

19

9.5 The Issuer agrees to take commercially reasonable efforts to remove the restrictive legend on the Investor’s Conversion Shares, when transfer of such securities is permitted pursuant to Rule 144 or an effective registration statement.

9.6 If any Investor elects to convert the Note pursuant to the terms and conditions thereunder, the Issuer agrees to notify the other Investor promptly after the Issuer’s receipt of the Conversion Notice or the Put Right Exercise Notice, as applicable, from such electing Investor.

9.7 The Issuer shall promptly obtain, comply with and do all that is necessary to maintain in force and effect all required approval, authorization and consent to perform its obligations under this Agreement and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement.

9.8 The Issuer shall comply in all respects with all applicable Laws to which it or its assets may be subject, if failure so to comply would materially impair its ability to perform its obligations under this Agreement.

10. CONFIDENTIALITY

10.1 Each Party undertakes that it shall, and shall procure that its Affiliates, directors, officers, employees, agents and professional advisers, auditors, insurers and (on a need-to-know basis) service providers (collectively, its “Representatives”) will, use its reasonable endeavours to keep confidential at all times and not permit or cause the disclosure of any information (other than to its Representatives) which it may possess or acquire before, on or after the date of this Agreement relating to the provisions of, and negotiations leading to, this Agreement or the other Transaction Documents and the performance of the obligations hereunder or thereunder (such information, “Confidential Information”).

10.2 Each Party shall alert the other Parties as soon as reasonably practical after it becomes aware of any unauthorized use or disclosure, or suspected unauthorized use or disclosure of Confidential Information.

10.3 Any release of Confidential Information by any Party, privately or to the public, shall be subject to the prior written approval of the other Parties. Notwithstanding the foregoing, Confidential Information may be disclosed by any Party:

(a) if the Confidential Information is or becomes generally available to the public other than as a result of disclosure by or at the direction of a Party or any of its Representatives in violation of this Agreement;

(b) after giving prior notice to the concerned Party to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, to the extent requested or required under the rules of any stock exchange on which the shares of a Party or its parent company are listed or by applicable laws or governmental regulations or judicial or regulatory process or in connection with any judicial process regarding any legal action, suit or proceeding arising out of or relating to this Agreement;

(c) to its shareholders and Representatives who need to know such information for the purpose of assisting the Parties in the transactions contemplated and performance of the obligations under this Agreement and the other Transaction Documents; and

20

(d) to its current or prospective investors, provided that such persons are bound by appropriate confidentiality obligations at least as strict as the confidentiality provisions hereunder.

11. INDEMNIFICATION

11.1 From and after the Closing, subject to the limits set forth in this clause 11, the Issuer shall indemnify, defend and hold harmless each Investor, its Affiliates and their respective officers, directors, employees and agents (collectively, the “Indemnitees”) from and against any and all losses, costs, liabilities, damages and expenses, including reasonable attorneys’ fees and disbursements in connection therewith (collectively, the “Indemnifiable Liabilities”), incurred by any Indemnitee as a result of or arising out of any breach by the Issuer of any representation, warranty, covenant, obligation or agreement contained in the Transaction Documents.

11.2 Except in the case of fraud, willful misconduct or gross negligence,

(a) the aggregate liability of the Issuer for Indemnifiable Liabilities incurred by each Investor, together with any payment obligation of the Issuer to such Investor as a result of occurrence of an Event of Default under Section 2.7(c) of the Note, shall not exceed the aggregate amount of such Investor’s applicable Purchase Price together with accrued interest, and all other amounts accrued or outstanding under the Transaction Documents, provided that this limit on liability shall not apply to any other payment obligation of the Issuer under the Transaction Documents or the Issuer’s obligations to deliver any relevant Conversion Shares in accordance with this Agreement;

(b) the Issuer shall not be liable to the Indemnitees with respect to any Investor in respect of any claim under this Agreement for any breach of the Issuer’s representations or warranties unless: (i) such Investor has given the Issuer written notice of the claim (stating in reasonable detail the nature of the claim and, if practicable, the amount claimed) on or before the date that is twenty-four (24) months from the Closing Date; and (ii) the aggregate amount of the Indemnifiable Liabilities suffered or incurred by the Indemnitees with respect to such Investor thereunder exceeds US$1,000,000, in which case the Issuer shall be liable to the Indemnitees with respect to such Investor for the excess amount.

(c) notwithstanding any other provision to the contrary, the Issuer shall not be liable for any consequential, exemplary, punitive, special, indirect or incidental damages, including, without limitation, loss of profits or revenue.

12. TERMINATION

12.1 This Agreement shall automatically terminate as between the Issuer and the Investors upon the earliest to occur of:

(a) the mutual written consent of the Issuer and the Investors;

(b) the delivery of written notice to terminate by either the Issuer or both Investors if Closing shall not have occurred by the date that is three (3) months after the date of this Agreement (or such other date as may be agreed by the Issuer and the Investors); provided, however, that such right to terminate this Agreement under this clause 12.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement shall have been the principal cause of, or shall have resulted in, the failure of Closing to occur on or prior to such date; or

21

(c) by the Issuer or any Investor in the event that any Authority shall have issued an order or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by the Transaction Agreements and such order or other action shall have become final and non-appealable.

12.2 If this Agreement is terminated pursuant to clause 12.1, this Agreement shall become null and void and of no further force and effect on the part of the Issuer and such Investor, except that the Surviving Provisions shall remain in full force and effect; provided that nothing herein shall relieve any Party from liability for any breach of this Agreement that occurred prior to such termination.

13. NOTICES

13.1 Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address or number of the relevant Party as set out in clause 13.2 (or at such other address or number as such Party may designate by fifteen (15) days’ advance written notice to the other Parties given in accordance with this clause 13.1). Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognised courier a letter containing the notice, with a written confirmation of delivery, and to have been effected at the earlier of (i) delivery (or when delivery is refused) and (ii) expiration of two (2) Business Days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organisation, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid, if such day is a Business Day and if sent during normal business hours of the recipient, otherwise the next Business Day. Notwithstanding the foregoing, to the extent a “with a copy to” address is designated, notice must also be given to such address in the manner above for such notice, request, consent or other communication hereunder to be effective.

13.2 The addresses, fax numbers and electronic mail addresses of the Parties for the purpose of clause 13.1 are as follows:

If to the Issuer:

Address: 00/X, Xxxxx 0, Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Center, 000 Xxxxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxxxx

	For the attention of:	Redact
	Email:	Redact

If to SPDB International (Hong Kong) Limited:

	Address:	33/F, SPD Xxxx Xxxxx, 0 Xxxxxxxx Xxxx, Xxxx Xxxx
	For the attention of:	Redact

Email: Redact

22

If to CNCB (Hong Kong) Investment Limited 信銀（香港）投資有限公司:

	Address:	00/X, Xxxxx CITIC Xxxx Xxxxx, Xxxxx 0xx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx
	For the attention of:	Redact
	Email:	Redact

14. MISCELLANEOUS

14.1 Further Assurance. Upon the terms and subject to the conditions herein, each of the Parties agrees to take or cause to be taken all action, to do or cause to be done, to execute such further instruments, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Documents and, to the extent reasonably requested by another Party, to enforce rights and obligations pursuant hereto or thereto.

14.2 No Third Party Rights. Except to the extent otherwise set out herein, the Contracts (Rights of Third Parties) Ordinance (Chapter 623, Laws of Hong Kong) (the “Third Party Rights Ordinance”) shall not apply to this Agreement, and no person other than the Parties to this Agreement shall have any right under the Third Party Rights Ordinance to enforce, or enjoy the benefit of, any of the provisions of this Agreement.

14.3 Rights Cumulative; Specific Performance. Each and all of the various rights, powers and remedies of a Party will be considered to be cumulative with and in addition to any other rights, powers and remedies that such Party may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. Without limiting the foregoing, the Parties acknowledge and agree irreparable harm may occur for which money damages would not be an adequate remedy 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, notwithstanding anything in this Agreement to the contrary, any Party shall be entitled to injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement.

14.4 Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If, however, any provision of this Agreement shall be invalid, illegal or unenforceable under any applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality or enforceability of such provision in any other jurisdiction.

14.5 Amendments and Waivers. Any term of this Agreement may be amended, modified or supplemented only by a written instrument executed by all the Parties, except where any term of this Agreement concerning the information only of a particular Investor, such term may be amended with the written consent of the Issuer and such Investor.. Any amendment effected in accordance with this clause 14.5 shall be binding upon each Party. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Party against whom such waiver is sought.

23

14.6 No Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof will not be deemed a waiver of such term, covenant or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy hereunder at any one or more times be deemed a waiver or relinquishment of such right, power or remedy at any other time or times.

14.7 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.

14.8 Entire Agreement. This Agreement and the other Transaction Documents, together with all schedules and exhibits hereto and thereto, constitute the full and entire understanding and agreement among the Parties with regard to the subjects hereof and thereof, and supersede all other agreements between or among any of the Parties with respect to the subject matters hereof and thereof. This Agreement shall take effect and become binding on and enforceable against the parties upon execution hereof.

14.9 Counterparts. This Agreement may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong without regard to principles of conflicts of laws thereunder.

15.2 The Parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. The party commencing negotiations of the dispute shall give to the other party written notice of the dispute, setting out its nature and particulars. If the negotiations fail to resolve the dispute within fifteen (15) days after the date of the written notice commencing the negotiations of the dispute, clause 15.3 shall apply.

24

15.3 In the event the Parties are unable to resolve a dispute between them regarding this Agreement in accordance with clause 15.2 above, such dispute shall be referred to and finally settled by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) under the HKIAC Administered Arbitration Rules in force at the time of commencement of the arbitration. The seat of arbitration shall be Hong Kong. The arbitral tribunal shall consist of three arbitrators. The claimant and respondent shall each nominate one (1) arbitrator and the third arbitrator shall be appointed by the HKIAC. The arbitration proceedings shall be conducted in English. This arbitration clause shall be governed and construed under the laws of Hong Kong. The award of the arbitral tribunal shall be final and binding upon the parties thereto and the parties undertake to carry out the award without delay. The Parties waive any right to apply to any court of law and/or other judicial authority to determine any preliminary point of law and/or review any question of law and/or the merits, insofar as such waiver may validly be made. The Parties shall not be deemed, however, to have waived any other right to challenge any award. The award shall be final and binding on the parties, and judgment upon any award may be entered and enforced in any court having jurisdiction. Nothing in this clause 15.3 shall be construed as preventing any Party from seeking conservatory or interim relief from any court of competent jurisdiction.

15.4 The Issuer irrevocably agrees that should any person commence any arbitration or court proceedings in any jurisdiction (whether for any injunction, specific performance, damages or otherwise) in connection with any Transaction Document, it waives any claim to immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) in relation to those proceedings, including, without limitation, immunity from (a) jurisdiction of any court or tribunal; (b) service of process; (c) injunctive or other interim relief, or any order for specific performance or recovery of land; and (d) any process for execution of any award or judgment against its assets.

(Remainder of page intentionally left blank)

25

IN WITNESS WHEREOF this Agreement has been duly executed by the authorised representatives of the Parties on the date first above written.

ECARX HOLDINGS INC.

By:

Name:

Title:

[Signature Page to Convertible Note Purchase Agreement]

IN WITNESS WHEREOF this Agreement has been duly executed by the authorised representatives of the Parties on the date first above written.

SPDB INTERNATIONAL (HONG KONG) LIMITED

By:

Name:

Title:

[Signature Page to Convertible Note Purchase Agreement]

IN WITNESS WHEREOF this Agreement has been duly executed by the authorised representatives of the Parties on the date first above written.

CNCB (HONG KONG) INVESTMENT LIMITED

信銀（香港）投資有限公司

By:

Name:

Title:

[Signature Page to Convertible Note Purchase Agreement]