ECARX Holdings Inc.

ARTICLE VI

MISCELLANEOUS

1. Replacement of Note. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of a Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender thereof, the Company, at the expense of the Holder, will execute and deliver in lieu thereof a new Note executed in the same manner as the Note being replaced, in the same principal amount as the unpaid principal amount of such Note and dated the date of such Note.

2. No Rights as Shareholder prior to Conversion. Other than as provided in this Note or the Note Purchase Agreement, the Holder shall not be entitled to vote or be deemed the holders of any equity securities of the Company that may be issuable on the conversion of the Note as provided herein for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of shares, reclassification of shares, change of par value, or change of shares to no par value, consolidation, merger, scheme of arrangement, conveyance, or otherwise) or to receive notice of meetings, or to receive in-kind dividends or subscription rights or otherwise until the Note shall have been converted and the Conversion Shares issuable upon the conversion hereof shall have been issued, as provided herein.

3. No Withholding. All payments and deliveries made by, or on behalf of, the Company or any successor to the Company under or with respect to this Note, including payments of principal, payments of interest and deliveries of Conversion Shares upon any conversion of the Note, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by Law or by regulation or governmental policy having the force of law.

4. Termination of Rights. All rights under this Note shall terminate when (a) all amounts at any time owing on the Note have been paid in full or (b) the Note is converted in full pursuant to the terms set forth in Article III. The Note shall be surrendered to the Company thereafter for cancellation and shall not be reissued or resold.

5. Provisions Binding on Company’s Successors. Subject to the restrictions on transfer described in Section 6.8, all the covenants, stipulations, promises and agreements of the Company contained in the Note shall bind its successors and assigns whether so expressed or not.

6. Official Acts by Successors. Any act or proceeding by any provision of the Note authorized or required to be done or performed by any board of directors, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company.

7. Amendment; Waiver. Any term of the Note may be amended, modified or supplemented only by a written instrument executed by the Holder and the Company. Any amendment effected in accordance with this Section 6.7 shall be binding upon the Holder and the Company. The observance of any term of the Note may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the party from whom such waiver is sought.

8. Transferability.

(a)Transferability. The Holder shall not transfer the Note or any portion hereof to any Person (“Transferee”) without the prior written consent by the Company; provided that (i) no consent of the Company is required if the Transferee is an Affiliate of the Holder and such Transferee satisfies the know-your-customer requirements as may be reasonably requested by the Company; or (ii) so long as the principal amount of the Note so assigned or transferred to the Transferee is in the denomination of US$5,000,000 or integral multiples thereof (for purposes of which, the total amount to be assigned or transferred by E.I.P. Funds (Cayman Islands) SPC – E.I.P. China Multi-Strategy Fund SP, E.I.P. Funds (Cayman Islands) SPC – E.I.P. China Convertible Bond Fund and EIP Funds OFC – EIP Hong Zhong Fund, where any of them is the Holder, can be aggregated), no consent of the Company is required if an Event of Default has occurred and is continuing. The Company shall not assign any of its rights and/or transfer any of its rights, interests and/or obligations under the Note, except pursuant to the terms hereof or with the prior written consent of the Holder.

(b)Form of Transfer. Subject to Section 6.8(a), the Note may be transferred in whole or in part by the Holder by delivering (i) the original Note to be transferred; and (ii) the Instrument of Transfer duly completed and executed by the Holder and the Transferee, to the address of the Company as set out in Section 6.12 (“Specified Office”). The Company shall, within five (5) Business Days of the receipt of such documents by the Company, (i) issue a new Note in the name of the Transferee in respect of such part of the Note so transferred, which will be made available for collection at the Specified Office or, if so requested by the Transferee in the Instrument of Transfer, be delivered by registered post (free of charge to the Transferee), to the address specified in the Instrument of Transfer; and (ii) update its register of noteholders accordingly to reflect the transfer of the Note.

(c)New Note(s) for Partial Transfer. Where part but not all of the Note is to be transferred, the Company shall, within five (5) Business Days of the delivery of such documents pursuant to Section 6.8(b), issue a new Note in the name of the Holder in respect of such part of the Note not so transferred, which will be made available for collection at the Specified Office or, if so requested by the Holder in the Instrument of Transfer, be delivered by registered post (free of charge to the Holder), to the address specified in the original Note. The original Note delivered by the Holder to the Company pursuant to Section 6.8(b) will be cancelled forthwith upon issue of a new Note pursuant to this Section 6.8, and accordingly may not be reissued or resold.

(d)Costs of Transfer. Registration of transfers of the Note will be effected without charge by or on behalf of the Holder. Any legal and other costs and expenses which may be incurred by the Holder in connection with any transfer of the Note or any request therefor shall be borne by the Holder. All costs and expenses associated with the preparation, issue and delivery of new Note(s) shall be borne by the Company.

9. Specific Performance. The Company acknowledges and agrees that irreparable injury to the Holder may occur in the event that any provision of this Note is not performed in accordance with its specific terms or is otherwise breached and that such injury may not be adequately compensable in damages. It is accordingly agreed that the Holder shall be entitled, in addition to any other remedy to which it is entitled at law or in equity, to specific performance, injunctive relief or other equitable remedies, without proof of actual damages, and the Company will not take action, directly or indirectly, in opposition to the Holder seeking such relief on the grounds that another remedy or relief is available at law or in equity. Any requirements for the securing or posting of any bond with such remedy are hereby waived.

10. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF HONG KONG WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER.

11. Dispute Resolution.

(a)The Company and the Holder agree to negotiate in good faith to resolve any dispute, controversy, difference or claim arising out of or relating to this Note between them, including the existence, validity, interpretation, performance, default, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Note. 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 of the negotiations of the dispute, Section 6.11(b) shall apply.

(b)In the event the parties are unable to resolve a dispute, controversy, difference or claim between them regarding this Note in accordance with Section 6.11(a) above, such dispute, controversy, difference or claim shall be referred to and finally resolved 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 number of arbitrators shall be three. 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.

(c)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 Section 6.11 shall be construed as preventing any Party from seeking conservatory or interim relief from any court of competent jurisdiction.

(d)The Company 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.

12. Notices. All notices and other communications given under this Note shall be in writing and shall be deemed to have been duly given: (a) upon receipt, when delivered personally; (b) one Business Day after deposit with an internationally recognized overnight courier service; or (c) when sent by confirmed electronic mail if sent during normal business hours of the recipient, or if not, then on the next Business Day, in each case properly addressed to the party to receive the same. The addresses of the parties for such communications are:

If to the Company:

ECARX Holdings Inc.

Address: Second Floor North, International House, 1 St.

Katharine’s Way, London E1W 1UN, United Kingdom

Email: ******

Attention: ******

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

Address: 42/F Edinburgh Tower, The Landmark

15 Queen’s Road Central, Hong Kong

Email: ******

Attention: ******

If to the Holder:

[insert name of Holder]

Address: [●]

Email: [●]

Attention: [●]

A party may change or supplement the addresses given above by giving the other party written notice thereof in the manner set forth above.

13. Calculations. Except as otherwise expressly provided herein, the Company shall be responsible for making all calculations (including calculations of interest accrued and of conversion price adjustments) called for under the Note and shall provide a worksheet of its calculations to the Holder upon request. The Company shall make all these calculations in good faith and shall timely consult with the Holder if the Holder disputes any such calculation.

14. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under the Note, upon any breach or default of any other party under the Note, 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 the Note, or any waiver on the part of any party of any provisions or conditions of the Note, must be in writing and shall be effective only to the extent specifically set forth in such writing.

15. Interpretation. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of the Note, no presumption or burden of proof or persuasion shall be implied because the Note was prepared by or at the request of any party or its counsel. The headings and captions contained in this Note are for reference only and do not affect the meaning or interpretation of this Note. In this Note, except as otherwise expressly provided, (a) the terms “include”, “includes” and “including” shall be read to be followed by the words “without limitation”; (b) where a reference is made herein to an Article, Section, Exhibit or Schedule, such reference is to an Article, Section, Exhibit or Schedule of this Note; (c) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Note as a whole; (d) any noun or pronoun shall be read to include the plural as well as the singular and to cover all genders; (e) references to a Person are also to its successors and permitted assigns; and (f) references to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation.

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IN WITNESS WHEREOF, the Company has caused the Note to be issued on the date first above written.