INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 10, 2021 by and between L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
DEPOSIT AGREEMENTDeposit Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
DEPOSIT AGREEMENT, dated as of , 2023, by and among (i) Lotus Technology Inc., a company incorporated in the Cayman Islands, with its principal executive office at No. 800 Century Avenue, Pudong District, Shanghai, People’s Republic of China and its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 1 Columbus Circle, New York, NY 10019, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2021, is made and entered into by and among L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (the “Company”), LCA Acquisition Sponsor, LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties listed under Holder 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 10, 2021Warrant Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 10, 2021, is by and between L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of by and between Lotus Technology Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and , an individual (Passport/ID Card No._________ ) (the “Indemnitee”).
LOTUS TECHNOLOGY INC. SERIES A PREFERRED SHARE PURCHASE AGREEMENT August 29, 2022Preferred Share Purchase Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • Hong Kong
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 29, 2022 (“Effective Date”), by and among:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______, 2023, is made and entered into by and among (i) Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), (ii) L Catterton Asia Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), (iii) LCA Acquisition Sponsor, LP, a Cayman Islands exempted limited partnership (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”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2023, by and among Lotus Technology Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Issuer”), Wuhan Lotus Technology Limited Company (武汉路特斯科技有限公司), a limited liability company incorporated under the laws of the People’s Republic of China and a wholly-owned subsidiary of the Issuer (the “WFOE”), which shall be deemed as a party to this Subscription Agreement solely with respect to Section 4 and Section 7 herein, and the undersigned subscriber (the “Investor”). Capitalized terms used and not defined in this Subscription Agreement have the meanings ascribed to such terms in the Transaction Agreement (as defined below).
Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as ******. LOCK-UP AGREEMENTLetter Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as ******.Trademarks License Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • England and Wales
Letter AgreementLetter Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2023, by and among Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), L Catterton Asia Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and the shareholders of SPAC set forth on Schedule A hereto (each, a “Founder Shareholder” and collectively, the “Founder Shareholders”).
DEPOSIT AGREEMENTDeposit Agreement • May 3rd, 2024 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
DEPOSIT AGREEMENT, dated as of January 29, 2024, by and among (i) Lotus Technology Inc., a company incorporated in the Cayman Islands, with its principal executive office at No. 800 Century Avenue, Pudong District, Shanghai, People’s Republic of China and its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 1 Columbus Circle, New York, NY 10019, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
Shareholder SUPPORT AGREEMENTShareholder Support Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2023, by and among Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), L Catterton Asia Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and the shareholders of the Company set forth on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
ContractLotus Technology Inc. • October 16th, 2023 • Motor vehicles & passenger car bodies
This letter agreement by and between L Catterton Asia Acquisition Corp (the “Company”) and LCA Acquisition Sponsor, LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
This ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), is made and entered into as of _________, 2023, by and among L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Lotus Technology Inc., a Cayman Islands exempted company (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation (the “Predecessor Warrant Agent”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Successor 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)).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • March 6th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
This ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), is made and entered into as of _________, 2023, by and among L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Lotus Technology Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, 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)).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2024 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 22, 2024, is made and entered into by and among (i) Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), (ii) L Catterton Asia Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), (iii) LCA Acquisition Sponsor, LP, a Cayman Islands exempted limited partnership (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”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
PUT OPTION AGREEMENTPut Option Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • Hong Kong
WHEREAS, Geely desires to have the right to require LTC to purchase the Option Shares, representing all the issued and outstanding shares of the Target held by Geely, and LTC desires to grant such right to Geely, pursuant to the terms and conditions set forth herein;
Restructuring AgreementRestructuring Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
LOTUS TECHNOLOGY INC. as the Issuer and [●] as the Investor CONVERTIBLE NOTE PURCHASE AGREEMENT ContentsConvertible Note Purchase Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • May 3rd, 2024 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
This ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), is made and entered into as of February 22, 2024, by and among L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Lotus Technology Inc., a Cayman Islands exempted company (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation (the “Predecessor Warrant Agent”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Successor 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)).
DISTRIBUTION AGREEMENTDistribution Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • England and Wales
This Agreement of Distributor Authorization (hereinafter referred to as “Agreement” or “Distribution Agreement”) is entered into on the date of last signature of the Parties (“Commencement Date”) between:
Termination AgreementTermination Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
LOTUS TECHNOLOGY INC. AMENDED AND RESTATED SERIES PRE-A PREFERRED SHARE PURCHASE AGREEMENT March 17, 2022Preferred Share Purchase Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • Hong Kong
THIS AMENDED AND RESTATED SERIES PRE-A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 17, 2022, by and among:
EPA/LAMBDA/ALPHA Development Agreement between Wuhan Geely Automobile Research and Development Co., Ltd. and Ningbo Geely Automobile Research and Development Co., Ltd.Lotus Technology Inc. • October 16th, 2023 • Motor vehicles & passenger car bodies
Wuhan Geely Automobile Research and Development Co., Ltd., a company duly established and existing under the laws of the People’s Republic of China (“China”), with its address at Building 2, No. 100 Weihu Road, Shamao Street, Hannan District, Wuhan, Hubei (the “Company”).
Manufacturing Cooperation Agreement among Wuhan Lotus Cars Co., Ltd. and Wuhan Lotus Cars Sales Limited and Wuhan Geely Auto Parts Co., Ltd. and Zhejiang Geely Automobile Co., Ltd. Wuhan BranchCooperation Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
(a company incorporated in accordance with the laws of People’s Republic of China (Unified social credit code: 91420113MA4L0T9R0Y), with its registered office at A404, No.3 Building, No.28 Chuanjiangchi 2nd Road, Wuhan Economic and Technological Development Zone, Wuhan, China)
Convertible Note Investment Agreement among Hubei Changjiang Jingkai Automobile Industry Investment Fund Partnership (Limited Partnership) and Wuhan Lotus Technology Co., Ltd. and its shareholders regarding Wuhan Lotus Technology Co., Ltd. September...Convertible Note Investment Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
Hubei Changjiang Jingkai Automobile Industry Investment Fund Partnership (Limited Partnership) (the “Present Investor”), a limited partnership established and validly existing in accordance with Chinese laws, with its address at ******, represented by ******appointed by its executive partner.
Technology License AgreementTechnology License Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
Investment Agreement Regarding Ningbo Lotus Robotics Co., Ltd. June 2022 ContentsConfidential Treatment • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
Lotus Technology Inc. (the “Cayman Company”) is the overseas parent company of Wuhan Lotus Technology Co., Ltd. (“Lotus Technology”). As stated in the Disclosure Letter (Appendix 1), Lotus Technology controls Lotus E-commerce through agreement, and thus indirectly controls the Target Company.
Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as ******. April 28, 2023 LOTUS TECHNOLOGY INC. as the Issuer and Momenta...Confidential Treatment • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
PUT OPTION AGREEMENTPut Option Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • Hong Kong
WHEREAS, Etika desires to have the right to require LTC to purchase the Option Shares, representing all the issued and outstanding shares of the Target held by Etika, and LTC desires to grant such right to Etika, pursuant to the terms and conditions set forth herein;
Convertible Note Investment AgreementConvertible Note Investment Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
Hangzhou Fuyang Development Zone Industrial Investment Co., Ltd. (the “Present Investor”), a limited liability company established and validly existing in accordance with Chinese laws, with its domicile at******, represented by its legal representative ******.
DEPOSIT AGREEMENT by and among LOTUS TECHNOLOGY INC. as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as...Deposit Agreement • April 22nd, 2024 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
DEPOSIT AGREEMENT, dated as of January 29, 2024, by and among (i) Lotus Technology Inc., a company incorporated in the Cayman Islands, with its principal executive office at No. 800 Century Avenue, Pudong District, Shanghai, People’s Republic of China and its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 1 Columbus Circle, New York, NY 10019, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
DISTRIBUTION AGREEMENTConfidential Treatment • November 15th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • England and Wales
This Agreement of Distributor Authorization (hereinafter referred to as “Agreement” or “Distribution Agreement”) is entered into on the date of last signature of the Parties (“Commencement Date”) between:
