ECARX Holdings Inc.

Background

ABy a convertible note purchase agreement dated 3 November 2025 and entered into between the Issuer and SPDB (the Note Purchase Agreement), the Issuer issued to SPDB, and SPDB subscribed for, a senior unsecured convertible note in the aggregate principal amount of US$35,000,000 of the Issuer (the Initial Note) pursuant to the terms and subject to the conditions therein. The Initial Note was created and constituted by an instrument dated 14 November 2025 executed by the Issuer and agreed and accepted by SPDB (the Original Initial Note Instrument).

BBy an accession deed to the Note Purchase Agreement dated 25 November 2025 executed by CNCB, CNCB became a party to the Note Purchase Agreement as an Additional Investor (as defined in the Note Purchase Agreement). Pursuant to the Note Purchase Agreement, the Issuer issued to CNCB, and CNCB subscribed for, an Additional Note (as defined in the Note Purchase Agreement) in the aggregate principal amount of US$25,000,000 pursuant to the terms and subject to the conditions therein. The Additional Note in the aggregate principal amount of US$25,000,000 held by CNCB was created and constituted by an instrument dated 26 November 2025 executed by the Issuer and agreed and accepted by CNCB (the CNCB Additional Note Instrument).

CBy an accession deed to the Note Purchase Agreement dated 9 February 2026 executed by ICBCI, ICBCI became a party to the Note Purchase Agreement as an Additional Investor. Pursuant to the Note Purchase Agreement, the Issuer issued to ICBCI, and ICBCI subscribed for, an Additional Note in the aggregate principal amount of US$30,000,000 pursuant to the terms and subject to the conditions therein. The Additional Note in the aggregate principal amount of US$30,000,000 held by ICBCI was created and constituted by an instrument dated

9 February 2026 executed by the Issuer and agreed and accepted by ICBCI (the ICBCI Additional Note Instrument).

DBy an accession deed to the Note Purchase Agreement dated 9 February 2026 executed by ECCB, ECCB became a party to the Note Purchase Agreement as an Additional Investor. Pursuant to the Note Purchase Agreement, the Issuer issued to ECCB, and ECCB subscribed for, an Additional Note in the aggregate principal amount of US$5,000,000 pursuant to the terms and subject to the conditions therein. The Additional Note in the aggregate principal amount of US$5,000,000 held by ECCB was created and constituted by an instrument dated 9 February 2026 executed by the Issuer and agreed and accepted by ECCB (the ECCB Additional Note Instrument).

EBy an accession deed to the Note Purchase Agreement dated 9 February 2026 executed by ECMS, ECMS became a party to the Note Purchase Agreement as an Additional Investor. Pursuant to the Note Purchase Agreement, the Issuer issued to ECMS, and ECMS subscribed for, an Additional Note in the aggregate principal amount of US$4,000,000 pursuant to the terms and subject to the conditions therein. The Additional Note in the aggregate principal amount of US$4,000,000 held by ECMS was created and constituted by an instrument dated 9 February 2026 executed by the Issuer and agreed and accepted by ECMS (the ECMS Additional Note Instrument).

FBy an accession deed to the Note Purchase Agreement dated 9 February 2026 executed by EHZF, EHZF became a party to the Note Purchase Agreement as an Additional Investor. Pursuant to the Note Purchase Agreement, the Issuer issued to EHZF, and EHZF subscribed for, an Additional Note in the aggregate principal amount of US$1,000,000 pursuant to the terms and subject to the conditions therein. The Additional Note in the aggregate principal amount of US$1,000,000 held by EHZF was created and constituted by an instrument dated 9 February 2026 executed by the Issuer and agreed and accepted by EHZF (the EHZF Additional Note Instrument).

GBy a note sale and purchase agreement dated 6 May 2026 and entered into between SPDB and Nomura, SPDB transferred to Nomura the Initial Note in the aggregate principal amount of US$15,000,000 pursuant to the terms and subject to the conditions therein (the Partial Transfer). Upon completion of the Partial Transfer, (i) the Original Initial Note Instrument was cancelled; (ii) the Initial Note in the aggregate principal amount of US$15,000,000 held by Nomura was created and constituted by an instrument executed by the Issuer and agreed and accepted by Nomura on 6 May 2026 (the Nomura Initial Note Instrument); and (iii) the Initial Note in the aggregate principal amount of US$20,000,000 held by SPDB was created and constituted by an instrument executed by the Issuer and agreed and accepted by SPDB on 6 May 2026 (the SPDB Initial Note Instrument).

HThe operative terms and conditions of each Note (as defined in the Note Purchase Agreement) are set out in Articles I to VI (including all Exhibits referred thereto) (the Note Conditions) in each instrument issued or to be issued to a Noteholder constituting the Notes, in substantially the form set out in Schedule 1 (Form of Convertible Senior Note) to the Note Purchase Agreement.

The Parties wish to (i) amend and restate the Note Conditions set out in the CNCB Additional Note Instrument in accordance with Section 6.7 (Amendment; Waiver) of the CNCB Additional Note Instrument; (ii) amend and restate the Note Conditions set out in the ICBCI Additional Note Instrument in accordance with Section 6.7 (Amendment; Waiver) of the ICBCI Additional Note Instrument; (iii) amend and restate the Note Conditions set out in the ECCB Additional Note Instrument in accordance with Section 6.7 (Amendment; Waiver) of the ECCB Additional Note Instrument; (iv) amend and restate the Note Conditions set out in the ECMS Additional Note Instrument in accordance with Section 6.7 (Amendment; Waiver) of the ECMS Additional Note Instrument; (v) amend and restate the Note Conditions set out in the EHZF Additional Note Instrument in accordance with Section 6.7 (Amendment; Waiver) of the EHZF Additional Note Instrument; (vi) amend and restate the Note Conditions set out in the SPDB Initial Note Instrument in accordance with Section 6.7 (Amendment; Waiver) of the SPDB Initial Note Instrument; (v) amend and restate the Note Conditions set out in the

Nomura Initial Note Instrument in accordance with Section 6.7 (Amendment; Waiver) of the Nomura Initial Note Instrument; and (vi) amend the Note Purchase Agreement (including the Note Conditions as set out in Schedule 1 (Form of Convertible Senior Notes) to the Note Purchase Agreement) in accordance with Clause 17.5 (Amendments and Waivers) of the Note Purchase Agreement.