0001140361-22-026609 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 20, 2022 between Cenntro Electric Group Limited ACN 619 054 938, an Australian public company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITY AGREEMENT
Security Agreement • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • Nevada

This SECURITY AGREEMENT, dated as of July 20, 2022 (this “Agreement”), is among Cenntro Electric Group Limited ACN 619 054 938, an Australian public company (the “Company”), all of the U.S. Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Convertible Notes due twelve (12) months following their dates of issuance, in the original aggregate principal amount of US$61,215,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”) and Univest Securities, LLC, in its capacity as agent for the Secured Parties (“Agent”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • New York
Contract
Performance Guaranty • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies
SUBSIDIARY GUARANTEE
Subsidiary Guarantee • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • Nevada

SUBSIDIARY GUARANTEE, dated as of July 20, 2022 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers each of which is a signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Cenntro Electric Group Limited ACN 619 054 938, an Australian public company (the “Company”) and the Purchasers.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • Nevada

This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2022, between Cenntro Electric Group Limited ACN 619 054 938, an Australian public company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • Nevada

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is entered into as of July 20, 2022 by and among, Cenntro Electric Group Limited ACN 619 054 938, an Australian public company (the “Company”), all of the U.S. Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Convertible Notes due twelve (12) months following their dates of issuance, in the original aggregate principal amount of US$61,215,000 (collectively, the “Notes”) each being a signatory to the Security Agreement (as herein defined), their endorsees, transferees and assigns (collectively, the “Secured Parties”) and Univest Securities, LLC, in its capacity as agent for the Secured Parties (“Agent”).

SENIOR SECURED CONVERTIBLE NOTE DUE JULY 19, 2023
Convertible Security Agreement • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • Nevada

THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Cenntro Electric Group Limited ACN 619 054 938, an Australian public limited company (the “Company”), having its principal place of business at 501 Okerson Road, Freehold, New Jersey 07782, designated as its Senior Secured Convertible Note due July 19, 2023 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

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