0001104659-22-073866 Sample Contracts

WARRANT AGREEMENT COVA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • June 23rd, 2022 • ECARX Holdings Inc. • Services-computer integrated systems design • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated February 4, 2021, is by and between COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • June 23rd, 2022 • ECARX Holdings Inc. • Services-computer integrated systems design • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and among COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”), COVA Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”, and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).

COVA Acquisition Corp. 530 Bush Street, Suite 703 San Francisco, CA 94108 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • June 23rd, 2022 • ECARX Holdings Inc. • Services-computer integrated systems design • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registra

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 23rd, 2022 • ECARX Holdings Inc. • Services-computer integrated systems design • New York

Pursuant to Section 1(k) of the Investment Management Trust Agreement between COVA Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February 4, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 23rd, 2022 • ECARX Holdings Inc. • Services-computer integrated systems design • New York

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

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • June 23rd, 2022 • ECARX Holdings Inc. • Services-computer integrated systems design

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of [___], 2022, by and among (i) COVA Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), (ii) ECARX Holdings Inc., a Cayman Islands exempted company (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Merger Agreement (as defined below)).

Contract
ECARX Holdings Inc. • June 23rd, 2022 • Services-computer integrated systems design • Hong Kong

THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

MASTER COMMERCIALIZATION AGREEMENT
Master Commercialization Agreement • June 23rd, 2022 • ECARX Holdings Inc. • Services-computer integrated systems design

This Master Commercialization Agreement is between ECARX (Hubei) Technology Co., Ltd., Registry. No. 91420100MA4KRD7T7G, a limited liability company organized and existing under the laws of China (“Purchaser”), and Volvo Car Services 10 AB, reg. no. 559307-9485, a corporation organized and existing under the laws of Sweden (“Supplier”).

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