EXHIBIT 10.8
AND DEED
This
AND DEED (this “Agreement”) is made and entered into as of May 26, 2022, by and among ECARX Holdings Inc., an
exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), COVA Acquisition
Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and COVA Acquisition
Sponsor, LLC, a Cayman Islands limited liability company (“Sponsor”).
WHEREAS,
capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Agreement and Plan
of Merger (the “Merger Agreement”) dated as of the date hereof, entered into by and among the Company, Ecarx Temp Limited,
an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of the Company
(“Merger Sub 1”), Ecarx&Co Limited, an exempted company limited by shares incorporated under the laws of the Cayman
Islands and a direct wholly owned subsidiary of the Company (“Merger Sub 2”), and SPAC, pursuant to which, among other
things, (i) Merger Sub 1 will merge with and into SPAC, with SPAC surviving the First Merger as a wholly owned subsidiary of the
Company (the “First Merger”), and (ii) SPAC will merge with and into Merger Sub 2, with Merger Sub 2 surviving
the Second Merger as a wholly owned subsidiary of the Company (the “Second Merger” and together with the First Merger,
collectively, the “Mergers”);
WHEREAS,
Sponsor is, as of the date of this Agreement, the sole beneficial and legal owner of (a) 7,500,000 SPAC Class B Ordinary Shares
and (b) 8,872,000 SPAC Warrants exercisable for 8,872,000 SPAC Class A Ordinary Shares (all such securities set forth in clauses (a) and
(b), being collectively referred to herein as the “Owned Shares”; and the Owned Shares and any other SPAC Securities
(or any securities convertible into or exercisable or exchangeable for SPAC Securities) acquired by Sponsor after the date of this Agreement
and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”); and
WHEREAS,
as a condition to their willingness to enter into the Merger Agreement, the Company and SPAC have requested that Sponsor enter into this
Agreement.
NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below,
and intending to be legally bound hereby, the parties hereto agree as follows:
Article I
Representations
and Warranties of Sponsor
Sponsor hereby represents and warrants to the Company
and SPAC as follows:
Section 1.1 Corporate
Organization. Sponsor is a limited liability company duly formed, validly existing and in good standing under the Laws of the Cayman
Islands and has the requisite power and authority to own, lease or operate its assets and properties and to conduct its business as it
is now being conducted.
Section 1.2 Due
Authorization. Sponsor has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly authorized and no other corporate or equivalent proceeding on the part
of Sponsor is necessary to authorize the execution and delivery of this Agreement or Sponsor’s performance hereunder or to consummate
the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Xxxxxxx and, assuming due authorization
and execution by each other party hereto, constitutes a legal, valid and binding obligation of Sponsor, enforceable against Sponsor in
accordance with its terms, subject to the Enforceability Exceptions.
Section 1.3 Governmental
Authorities; Consents. No consent of or with any Governmental Authority on the part of Sponsor is required to be obtained or made
in connection with the execution, delivery or performance by Sponsor of this Agreement or the consummation by Sponsor of the transactions
contemplated hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue
sky” securities Laws, and the rules and regulations thereunder and (b) where the failure to obtain or make such consents
or to make such filings or notifications would not reasonably be expected to prevent, impede or, in any material respect, delay or adversely
affect the execution and performance by Sponsor of its obligations under this Agreement or the consummation of the transactions contemplated
hereby.
Section 1.4 No-Conflict.
The execution, delivery and performance by Sponsor of this Agreement do not and will not (a) contravene or conflict with or violate
any provision of, or result in the breach of the Organizational Documents of Sponsor, (b) contravene or conflict with or result in
a violation of any provision of any Law or Governmental Order binding upon or applicable to Sponsor or any of its properties or assets,
(c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of,
or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, any of
the terms, conditions or provisions of any Contract to which Sponsor is a party, or (d) result in the creation or imposition of any
Encumbrance on any properties or assets of Sponsor, except in the case of each of clauses (b) through (d) that do not, and would
not reasonably be expected to, prevent, impede or, in any material respect, delay or adversely affect the performance by Sponsor of its
obligations under this Agreement or the consummation of the transactions contemplated hereby.
Section 1.5 Owned
Shares. As of the date hereof, Sponsor is the sole legal and beneficial owner of the Owned Shares, and all such Owned Shares are owned
by Sponsor free and clear of all liens or encumbrances, other than liens or encumbrances pursuant to this Agreement, the other Transaction
Documents, the Organizational Documents of SPAC, the Letter Agreement (as defined below), any applicable securities Laws. As of the date
hereof, Sponsor does not legally or beneficially own any shares or warrants of SPAC other than the Owned Shares. Sponsor has the sole
right to vote the Owned Shares (to the extent such securities have voting rights), and none of the Owned Shares is subject to any voting
trust or other agreement, arrangement or restriction with respect to the voting of the Owned Shares, except as contemplated by (i) this
Agreement and (ii) the Letter Agreement, dated as of February 4, 2021, among SPAC, Sponsor and SPAC’s officers and directors
(the “Letter Agreement”).
Section 1.6 Acknowledgement.
Sponsor understands and acknowledges that each of the Company and SPAC is entering into the Merger Agreement in reliance upon Sponsor’s
execution and delivery of this Agreement. Sponsor has received a copy of the Merger Agreement and is familiar with the provisions of the
Merger Agreement.
Section 1.7 Absence
of Litigation. As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge
of Sponsor, threatened against, Sponsor or any of Sponsor’s properties or assets (including Sponsor’s Owned Shares) that could
reasonably be expected to prevent, delay or impair the ability of Sponsor to perform its obligations hereunder or to consummate the transactions
contemplated hereby.
Section 1.8 Adequate
Information. Sponsor is a sophisticated shareholder and has adequate information concerning the business and financial condition of
SPAC and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Merger Agreement,
and has independently and without reliance upon SPAC or the Company and based on such information as Sponsor has deemed appropriate, made
its own analysis and decision to enter into this Agreement. Sponsor acknowledges that SPAC and the Company have not made and do not make
any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement.
Sponsor acknowledges that the agreements contained herein with respect to the Subject Shares held by Sponsor are irrevocable and shall
only terminate pursuant to Section 5.2 hereof.
Section 1.9 Restricted
Securities. Sponsor understands that the Merger Consideration that Sponsor may receive for its Subject Shares in connection with the
Transactions will be “restricted securities” under applicable U.S. federal and state securities Laws and, if Sponsor is an
affiliate of the Company, “control securities” as such term is used under Rule 144 promulgated under the Securities Act,
and that, pursuant to these Laws, Sponsor must hold such Merger Consideration indefinitely unless (a) they are registered with the
SEC and qualified by state authorities, or (b) an exemption from such registration and qualification requirements is available, and
that any certificates or book entries representing the Company Ordinary Shares constituting such Merger Consideration shall contain a
legend to such effect.
Article II
Representations
and Warranties of SPAC
SPAC hereby represents and warrants to Sponsor
and the Company as follows:
Section 2.1 Corporate
Organization. SPAC is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands
and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business as
it is now being conducted.
Section 2.2 Due
Authorization. SPAC has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of SPAC and no other
corporate or equivalent proceeding on the part of SPAC is necessary to authorize the execution and delivery of this Agreement or SPAC’s
performance hereunder or to consummate the transactions contemplated hereby (except that the SPAC Shareholders’ Approval is a condition
to the respective obligations of each party to the Merger Agreement to consummate the Mergers). This Agreement has been duly and validly
executed and delivered by SPAC and, assuming due authorization and execution by each other party hereto, constitutes a legal, valid and
binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to the Enforceability Exceptions.
Section 2.3 No-Conflict.
Subject to obtaining the SPAC Shareholders’ Approval, the execution, delivery and performance by SPAC of this Agreement and the
consummation of the transactions by SPAC contemplated hereby do not and will not (a) contravene or conflict with or violate any provision
of, or result in the breach of the Organizational Documents of SPAC, (b) contravene or conflict with or result in a violation of
any provision of any Law, Permit or Governmental Order binding upon or applicable to SPAC or any of its properties or assets, (c) violate,
conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination,
cancellation, modification, acceleration or amendment under, accelerate the performance required by, any of the terms, conditions or provisions
of any Contract to which SPAC is a party, or (d) result in the creation or imposition of any Encumbrance upon any of the properties
or assets of SPAC (including the Trust Account), except in the case of each of clauses (b) through (d) that do not, and would
not reasonably be expected to, prevent, impede or, in any material respect, delay or adversely affect the performance by SPAC of its obligations
under this Agreement or the consummation of the transactions contemplated hereby.
Article III
Representations
and Warranties of the Company
The Company hereby represents and warrants to
Sponsor and SPAC as follows:
Section 3.1 Corporate
Organization. The Company is an exempted company duly incorporated, is validly existing and is in good standing under the Laws of
the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct
its business as it is now being conducted.
Section 3.2 Due
Authorization. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by the Company Board, and no other corporate proceeding on the part
of the Company is necessary to authorize this Agreement or the Company’s performance hereunder (except that the Company Shareholders’
Approval is a condition to the respective obligations of each party to the Merger Agreement to consummate of the Transactions). This Agreement
has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each
other party hereto, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its
terms, subject to the Enforceability Exceptions.
Section 3.3 No-Conflict.
The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not and will not, (a) contravene or conflict with, violate any provision of, trigger shareholder rights that have not been
duly waived under, or result in the breach of the Organizational Documents of the Company or any of its Subsidiaries, (b) contravene
or conflict with or constitute a violation of any provision of any Law, Material Permit or Governmental Order binding upon or applicable
to the Company or any of its Subsidiaries or any of their respective properties or assets, (c) violate, conflict with, result in
a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification,
acceleration or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contracts to
which the Company is a party, or (d) result in the creation or imposition of any Encumbrance on any properties or assets or Equity
Security of the Company or any of its Subsidiaries (other than any Permitted Encumbrance), except in the case of clauses (b) through
(d) above that do not, and would not reasonably be expected to prevent, impede or, in any material respect, delay or adversely affect
the performance by the Company of its obligations under this Agreement or the consummation of the transactions contemplated hereby.
Article IV
Agreement
to Vote; Certain Other Covenants of Sponsor
Sponsor covenants and agrees during the term of
this Agreement as follows:
Section 4.1 Agreement
to Vote.
(a) In
Favor of the SPAC Shareholders’ Approval. From the date of this Agreement until the date of termination of this Agreement, at
any meeting of SPAC Shareholders called to seek the SPAC Shareholders’ Approval, including any extraordinary general meeting (as
defined in the SPAC Charter), or at any adjournment thereof or postponement thereof, or in connection with any written consent of SPAC
Shareholders or in any other circumstances upon which a vote, consent or other approval with respect to the Transactions, the Merger Agreement
or any other Transaction Documents is sought, Sponsor shall (i) if a meeting is held, appear at such meeting in person or by proxy
or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote
or cause to be voted (including by proxy, withholding class vote and/or written consent, if applicable) the Subject Shares in favor of
granting the SPAC Shareholders’ Approval or, if there are insufficient votes in favor of granting the SPAC Shareholders’ Approval,
in favor of the adjournment or postponement of such meeting of SPAC Shareholders to a later date.
(b) Against
Other Transactions. From the date of this Agreement until the date of termination of this Agreement, at any meeting of SPAC Shareholders
or at any adjournment or postponement thereof, or in connection with any written consent of SPAC Shareholders or in any other circumstances
upon which Sponsor’s vote, consent or other approval is sought, Sponsor shall (i) if a meeting is held, appear at such meeting
in person or by proxy or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum,
(ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consent, if applicable)
against (w) any business combination agreement, merger agreement or merger, scheme of arrangement, business combination, consolidation,
combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC or any
public offering of any Equity Securities of SPAC (other than the Merger Agreement, the First Merger and the Transactions), (x) other
than in connection with the Transactions, any SPAC Acquisition Proposal, (y) allowing SPAC to execute or enter into, any agreement
related to a SPAC Acquisition Proposal other than in connection with the Transactions, and (z) any amendment of Organizational Documents
of SPAC (other than in connection with the Transactions), or entering into any agreement or agreement in principle or other proposal or
transaction involving SPAC or any of its Subsidiaries, which amendment, agreement or other proposal or transaction, would be reasonably
likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach
by SPAC of, prevent or nullify any provision of the Merger Agreement or any other Transaction Document, the Transactions or change in
any manner the voting rights of any class of SPAC’s share capital.
(c) Revoke
Other Proxies. Sponsor represents and warrants that any proxies or powers of attorney heretofore given in respect of the Subject Shares
that may still be in effect are not irrevocable, and such proxies or powers of attorney have been or are hereby revoked, other than the
voting and other arrangements under the Letter Agreement.
Section 4.2 No
Transfer. From the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly,
(i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase
or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and
regulations of the SEC promulgated thereunder, with respect to any Subject Share, (b) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction
specified in clause (a) or (b) (the actions specified in clauses (a) to (c), collectively, “Transfer”),
other than pursuant to the Mergers, (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by
proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any
other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, any existing voting arrangements
expressly forth in the Letter Agreement, the Merger Agreement or other Transaction Documents, (iii) take any action that would reasonably
be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the
effect of preventing or disabling Sponsor from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing
actions. Notwithstanding the foregoing, Sponsor may make Transfers of the Subject Shares (w) pursuant to this Agreement, (x) between
Sponsor and any of the Permitted Transferees (provided that prior notice of such transfer shall be given to the Company and such Permitted
Transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be
bound by this Agreement to the same extent as Sponsor was with respect to such transferred Subject Shares), (y) upon the consent
of the Company and SPAC, and (z) by virtue of Sponsor’s Organizational Documents upon liquidation or dissolution of Sponsor;
provided, further, that in the case of clause (z), the transferee will not be required to assume voting obligations if the
transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably
be expected to materially delay or impede the Registration Statement or Proxy Statement being declared effective under the Securities
Act. Any action attempted to be taken in violation of the preceding sentence will be null and void. For purpose of this Section 4.2,
“Permitted Transferee” shall mean any of Crescent Cove Capital Management and Crescent Cove Advisors.
Section 4.3 Waiver
of Dissenters’ Rights. Sponsor hereby irrevocably waives, and agrees not to exercise or assert, any dissenters’ rights
under Section 238 of the Cayman Companies Act and any other similar statute in connection with the Transactions and the Merger Agreement.
Section 4.4 Waiver
of Anti-Dilution Protection. Sponsor hereby waives, and agrees not to exercise, assert or claim, to the fullest extent permitted by
applicable Law, the ability to adjust the Initial Conversion Ratio (as defined in the SPAC Charter) pursuant to Paragraph 17.3 of the
SPAC Charter in connection with the Transactions.
Section 4.5 No
Redemption. Sponsor irrevocably and unconditionally agrees that, from the date hereof and until the termination of this Agreement,
Sponsor shall not elect to cause SPAC to redeem any Subject Shares now or at any time legally or beneficially owned by Sponsor, or submit
or surrender any of its Subject Shares for redemption, in connection with the Transactions.
Section 4.6 New
Securities. In the event that prior to the Closing (i) any SPAC Securities or other securities are issued or otherwise distributed
to Sponsor, including, without limitation, pursuant to any share dividend or distribution, or any change occurs in any of the SPAC Securities
or other share capital of SPAC by reason of any share subdivision, recapitalization, combination, reverse share split, consolidation,
exchange of shares or the like, (ii) Sponsor acquires legal or beneficial ownership of any SPAC Securities after the date of this
Agreement, including upon exercise of options or warrants, settlement of restricted share units or capitalization of working capital loans,
or (iii) Sponsor acquires the right to vote or share in the voting of any SPAC Securities after the date of this Agreement (collectively,
the “New Securities”), the term “Subject Shares” shall be deemed to refer to and include such New Securities
(including all such share dividends and distributions and any securities into which or for which any or all of the Subject Shares may
be changed or exchanged into).
Section 4.7 Sponsor
Letter Agreement. Each of Sponsor and SPAC hereby agree that (a) from the date hereof until the termination of this Agreement,
none of them shall, or shall agree to, amend, modify or vary the Letter Agreement, except as otherwise provided for under this Agreement,
the Merger Agreement or any other Transaction Document; and (b) the Lock-Up Restrictions (as defined below) shall supersede the lock-up
provisions applicable to Founder Shares (as defined in the Letter Agreement) contained in the Letter Agreement.
Section 4.8 Sponsor
Affiliate Agreements. Each of Sponsor and SPAC hereby agree that (i) each of the agreements set forth on Schedule A attached
hereto, and (ii) each agreement in effect as of the First Effective Time between SPAC (or any of its Subsidiaries), on the one hand,
and Sponsor or any of Sponsor’s Affiliates (other than SPAC or any of SPAC’s Subsidiaries), on the other hand (but excluding
any Transaction Document and the Letter Agreement) (such agreements, collectively, the “Sponsor Affiliate Agreements”)
will be terminated effective as of the First Effective Time (other than those Sponsor Affiliate Agreements with obligations that will
be discharged in connection with the Closing, in which case such Sponsor Affiliate Agreements will be terminated as of immediately following
the discharge of such obligations upon the Closing), and thereupon shall be of no further force or effect, without any further action
on the part of any of the Sponsor or SPAC, and on and from the effectiveness of such terminations neither SPAC, the Sponsor, nor any of
their respective affiliates or subsidiaries shall have any further rights, duties, liabilities or obligations under any of the Sponsor
Affiliate Agreements and each of Sponsor and SPAC (for and on behalf of its Affiliates and Subsidiaries) hereby releases in full any and
all claims with respect thereto with effect on and from the effectiveness of such terminations.
Section 4.9 Additional
Matters. Sponsor shall, from time to time, (i) execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as the Company or SPAC may reasonably request for the purpose of effectively consummating
the transactions contemplated by this Agreement, the Merger Agreement and the other Transaction Documents and (ii) refrain from exercising
any veto right, consent right or similar right (whether under the Organizational Documents of SPAC or the Cayman Companies Act) which
would prevent, impede or, in any material respect, delay or adversely affect the consummation of the Transactions.
Section 4.10 Acquisition
Proposals; Confidentiality. Sponsor shall be bound by and comply with Section 6.2 (Acquisition Proposals and Alternative
Transactions) and Section 10.14 (Confidentiality) of the Merger Agreement (and any relevant definitions contained
in any such sections) as if (a) Sponsor was an original signatory to the Merger Agreement with respect to such provisions, and (b) each
reference to “SPAC” contained in Section 6.2 of the Merger Agreement and “Affiliates” contained in
Section 10.14 of the Merger Agreement shall also refer to Sponsor.
Section 4.11 Consent
to Disclosure. Sponsor consents to and authorizes the Company or SPAC, as applicable, to publish and disclose in all documents and
schedules filed with the SEC or any other Governmental Authority or applicable securities exchange, and any press release or other disclosure
document that the Company or SPAC, as applicable, reasonably determines to be necessary or advisable in connection with the Transactions
or any other transactions contemplated by this Agreement, Sponsor’s identity and ownership of the Subject Shares, the existence
of this Agreement and the nature of Sponsor’s commitments and obligations under this Agreement, and Sponsor acknowledges that the
Company or SPAC may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority or
securities exchange to promptly give the Company or SPAC, as applicable, any information that is in its possession that the Company or
SPAC, as applicable, may reasonably request for the preparation of any such disclosure documents, and Xxxxxxx agrees to promptly notify
the Company and SPAC of any required corrections with respect to any written information supplied by it specifically for use in any such
disclosure document, if and to the extent that Sponsor shall become aware that any such information shall have become false or misleading
in any material respect.
Section 4.12 Forfeiture
of SPAC Shares. If, immediately prior to the Closing, the amounts in the Trust Account (after deducting the SPAC Shareholder Redemption
Amount) are less than $210 million, then Sponsor shall surrender to SPAC such number of SPAC Class B Ordinary Shares equal to the
quotient obtained by dividing (i) the SPAC Shareholder Redemption Amount, by (ii) $10.00, without consideration therefor, and
with any fractional shares rounded down to the nearest full share; provided that the number of SPAC B Ordinary Shares so surrendered
shall not under any event exceed thirty percent (30%) of the aggregate number of SPAC Class B Ordinary Shares held by Sponsor as
of the date hereof.
Section 4.13 Lock-Up
Provisions.
(a) Subject
to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), Sponsor agrees not to, without the prior
written consent of the Company Board, Transfer any Locked-Up Securities held by it. The foregoing limitations shall remain in full force
and effect for a period of six (6) months from and after the Closing (such period, the “Lock-Up Period”) with
respect to all the Locked-Up Securities. For purpose of this Section 4.13, “Locked-Up Securities” means any Company
Ordinary Shares or Company Warrants that are held by Sponsor immediately after the First Effective Time and any Company Ordinary Shares
acquired by Sponsor upon the conversion, exercise or exchange of the SPAC Warrants or Company Warrants.
(b) The
restrictions set forth in Section 4.13(a) (the “Lock-Up Restrictions”) shall not apply to:
(i) transfers
by the Sponsor to (A) any shareholder, partner or member of the Sponsor via dividend or share repurchase as part of a distribution,
or (B) any Person that is an affiliate of the Sponsor;
(ii) transfers
by virtue of the Laws of the state of Sponsor’s organization and Sponsor’s Organizational Documents upon dissolution of Sponsor;
(iii) pledges
of any Locked-Up Securities to a financial institution that create a mere security interest in such Locked-Up Securities pursuant to a
bona fide loan or indebtedness transaction so long as Sponsor continues to control the exercise of the voting rights of such pledged Locked-Up
Securities (as well as any foreclosures on such pledged Locked-Up Securities so long as the transferee in such foreclosure agrees to become
a party to this Agreement and be bound by all obligations applicable to Sponsor, provided that such agreement shall only take effect
in the event that the transferee takes possession of the Locked-Up Securities as a result of foreclosure);
(iv) transfers
of any Company Ordinary Shares acquired as part of the Permitted Financing or Subsequent Equity Financing;
(v) transactions
relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired
in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether
on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period;
(vi) the
exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent
the instruments representing such options or warrants permit exercises on a cashless basis);
(vii) the
establishment, at any time after the Closing, by the Company of a trading plan providing for the sale of Company Ordinary Shares that
meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however,
that no sales of Locked-Up Securities, shall be made by Sponsor pursuant to such Trading Plan during the applicable Lock-Up Period and
no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period;
(viii) transfers
made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing
Date; and
(ix) transactions
to satisfy any U.S. federal, state, or local income tax obligations of Sponsor (or its direct or indirect owners) arising from a change
in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), a change in or promulgation of new U.S. Treasury
Regulations, or promulgation of any judicial or administrative guidance, in each case, after the date on which the Merger Agreement was
executed by the parties, and such change or promulgation prevents the Mergers from qualifying as a “reorganization” pursuant
to Section 368 of the Code, in each case, solely to the extent necessary to cover the increase in the U.S. income tax liability of
Sponsor directly resulting from such revised tax treatment of the Mergers;
provided,
however, that in the case of clauses (i) through (iii), these permitted transferees must enter into a written agreement,
in substantially the form of this Agreement, agreeing to be bound by the Lock-Up Restrictions and shall have the same rights and benefits
under this Agreement. For purposes of this paragraph, “affiliate” shall have the meaning set forth in Rule 405 under
the Securities Act of 1933, as amended.
(c) For
the avoidance of doubt, Sponsor shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, including the
right to vote any Locked-Up Securities or receive any dividends or distributions thereon.
(d) In
furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Locked-Up Securities,
are hereby authorized to decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up
Restrictions.
Article V
Additional
Agreements of the Parties
Section 5.1 Mutual
Release.
(a) Sponsor Release. Sponsor, on its own behalf
and on behalf of each of its Affiliates (other than SPAC or any of SPAC’s Subsidiaries) and each of its and their successors, assigns
and executors (each, a “Sponsor Releasor”), effective as at the First Effective Time, shall be deemed to have, and
hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, SPAC,
their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers
and employees (in each case in their capacity as such) (each, a “Sponsor Releasee”), from (x) any and all obligations
or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Sponsor Releasor
or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of
whatever kind or nature, whether known or unknown, which any Sponsor Releasor has prior to or as of the First Effective Time, against
any Sponsor Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act
or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First
Effective Time (except in the event of fraud on the part of a Sponsor Releasee); provided, however, that nothing contained
in this Section 5.1 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party
(i) arising under this Agreement, the Merger Agreement, the other Transaction Documents or SPAC’s Organizational Documents,
(ii) for indemnification or contribution, in any Sponsor Releasor’s capacity as an officer or director of SPAC, (iii) arising
under any then-existing insurance policy of SPAC, or (iv) for any claim for fraud.
(b) Company
Release. Each of the Company, SPAC and their respective Subsidiaries and each of its and their successors, assigns and executors (each,
a “Company Releasor”), effective as at the First Effective Time, shall be deemed to have, and hereby does, irrevocably,
unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor and its respective successors, assigns,
heirs, executors, officers, directors, partners, members, managers and employees (in each case in their capacity as such) (each, a “Company
Releasee”), from (x) any and all obligations or duties such Company Releasee has prior to or as of the First Effective
Time to such Company Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions
and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may
assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event,
circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken,
permitted or begun prior to the First Effective Time (except in the event of fraud on the part of a Company Releasee); provided,
however, that nothing contained in this Section 5.1(b) shall release, waive, relinquish, discharge or otherwise
affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement or the other Transaction Documents
or (ii) for any claim for fraud.
Section 5.2 Termination.
This Agreement shall terminate upon the earlier of:
(a) the
Closing, provided, however, that upon such termination, (i) Section 4.3, Section 4.7, Section 4.9,
this Section 5.2, Section 6.2 and Section 6.5 shall survive indefinitely; and (ii) Section 4.13,
and Section 6.1 shall survive until the date on which none of the Company, Sponsor or any holder of a Locked-Up Security (as
defined below) has any rights or obligations hereunder; and
(b) the
termination of the Merger Agreement in accordance with its terms, and upon such termination, no party shall have any liability hereunder
other than for its actual fraud or willful and material breach of this Agreement prior to such termination.
Article VI
General
Provisions
Section 6.1 Legends.
The Company shall remove, and shall cause to be removed (including by causing its transfer agent to remove), any legends, marks, stop-transfer
instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Securities
at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Security, a “Free Security”),
and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Securities to be
consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or Company Warrants so
that the Free Securities are in a like position. Any holder of a Locked-Up Security is an express third-party beneficiary of this Section 5.1
and entitled to enforce specifically the obligations of the Company set forth in this Section 5.1 directly against the Company.
Section 6.2 Notice.
All general notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered
personally or sent by courier or sent by registered post or sent by electronic mail to the Company or SPAC in accordance with Section 10.3
of the Merger Agreement and to Sponsor at its address set forth below (or at such other address or email address as a party may from time
to time notify the other parties by like notice).
| |
COVA Acquisition Sponsor LLC
000 Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000 |
| |
Attention: Xxx Xxxx Xxxx |
| |
Email: xxxxxxx@xxxxxxxxxxxx.xxx |
| |
|
| |
with a copy (which shall not constitute notice) to: |
| |
|
| |
Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP |
| |
000 Xxxxxxxx Xxxxxx, Xxxxx 0000 |
| |
Attention: Xxxxxx Xxxxxxxxxx |
| |
Hari Raman |
| |
Email:
xxxxxxxxxxx@xxxxxx.xxx
xxxxxx@xxxxxx.xxx |
Any such notice, demand or
communication shall be deemed to have been duly served (a) if given personally or sent by 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; (c) the third Business Day following the day sent by reputable international overnight courier (with written confirmation
of receipt); and (d) if sent by registered post, five (5) days after posting.
Section 6.3 Entire
Agreement; Amendment. This Agreement constitutes the entire agreement among the parties hereto relating to the subject matter hereof
and the transactions contemplated hereby and supersedes any other agreements, whether written or oral, that may have been made or entered
into by or between the parties hereto or any of their respective Subsidiaries relating to the subject matter hereof or the transactions
contemplated hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to
any particular provision, except by a written instrument executed by all parties hereto.
Section 6.4 Assignment.
Other than in connection with the Transfer of any Subject Shares or Locked-Up Securities in accordance with the terms of this Agreement,
which shall not be deemed to be an assignment of this Agreement or the rights or obligations hereunder, no party hereto shall assign
this Agreement or any part hereof without the prior written consent of the other parties hereto and any such transfer without prior written
consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective permitted successors and assigns.
Section 6.5 Governing
Law. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based
on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement,
shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts
of laws that would otherwise require the application of the law of any other state.
Section 6.6 Enforcement.
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled
to seek an injunction or injunctions to prevent breaches of this Agreement and to specific enforcement of the terms and provisions of
this Agreement, in addition to any other remedy to which any party is entitled at law or in equity. In the event that any Action shall
be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that
there is an adequate remedy at law, and each party agrees to waive any requirement for the securing or posting of any bond in connection
therewith.
Section 6.7 Counterparts
This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall
constitute an original, and all of which taken together shall constitute one and the same instrument. Delivery by email to counsel for
the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have hereunto
caused this Agreement to be duly executed as of the date hereof as a Deed.
EXECUTED
AND DELIVERED AS A DEED for and on behalf of:
| COVA Acquisition Corp. |
|
| |
|
| |
|
| By: |
/s/ Xxx Xxxx Xxxx |
|
| Name: |
Xxx Xxxx Xxxx |
|
| Title: |
Chief Executive Officer |
|
| In the presence of: |
|
| Witness |
|
| |
|
| Signature: |
/s/ Xxxxxxxxx Xxxxxxx |
|
| Print Name: Xxxxxxxxx Xxxxxxx |
|
[Signature Page to ]
IN WITNESS WHEREOF, the parties hereto have hereunto
caused this Agreement to be duly executed as of the date hereof as a Deed.
EXECUTED
AND DELIVERED AS A DEED for and on behalf of:
| |
|
| In the presence of: |
|
| Witness |
|
| |
|
| Signature: |
/s/ Xiangru
Song |
|
| Print Name: |
Xxxxxxx Xxxx |
|
[Signature Page to ]
IN WITNESS WHEREOF, the parties hereto have hereunto
caused this Agreement to be duly executed as of the date hereof as a Deed.
EXECUTED
AND DELIVERED AS A DEED for and on behalf of:
| COVA Acquisition Sponsor, LLC |
|
| |
|
| |
|
| By: |
/s/ Xxx Xxxx Xxxx |
|
| Name: |
Xxx Xxxx Xxxx |
|
| Title: |
Manager and Member |
|
| |
|
| In the presence of: |
|
| Witness |
|
| |
|
| Signature: |
/s/ Xxxxxxxxx Xxxxxxx |
|
| Print Name: Xxxxxxxxx Xxxxxxx |
|
[Signature Page to ]
Schedule A
| 1. | Amended and Restated Promissory Note, dated as of February 9, 2021, between SPAC and Sponsor. |
| 2. | Amended and Restated Securities Subscription Agreement, dated February 9, 2021, between SPAC and Sponsor. |
| 3. | Substantially concurrently with the execution of the Merger Agreement, SPAC is issuing a promissory note to Sponsor in the principal
amount of $2,000,000, with $1,000,000 of such principal convertible to Private Placement Warrants. |
