Exhibit 10.1

[EXECUTION VERSION]

LOTUS TECHNOLOGY INC.

LOTUS EV LIMITED

MERITZ SECURITIES CO., LTD.

AMENDED AND RESTATED

SHARE BUYBACK AGREEMENT

in relation to the shares of

LOTUS TECHNOLOGY INC.

CONTENTS

This Share Buyback Agreement (this Agreement) is dated March 28, 2025

Parties

(each a Party in this Agreement and together, the Parties).

Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 3 ( Definitions and Interpretation).

Recitals

IT IS NOW AGREED:

Waived Default Interest Amount = US$22,260,887 × [50% − (25%/92) × D]

Of which: “D” is the number of day(s) falling between July 1, 2025 (inclusive) and,

(a) if the Closing takes place on or before September 30, 2025, the Closing Date (inclusive); or

(b) if the Closing does not take place on or before September 30, 2025 due to the Investor’s Failure, the proposed Closing Date in the Closing Notice (inclusive).

provided that, if the Company and the Investor fail to select a receiver pursuant to clauses 8.5(a) and 8.5(b) on or before April 25, 2025, then the Company and the Investor shall immediately submit such matter to arbitration pursuant to clause 23.2 for the selection of a receiver in accordance with the Receiver Criteria.

(collectively, the Realization Amount);

Promptly upon demand by the Investor, the Company shall pay or reimburse all fees, expenses and costs (including but not limited to legal expenses) incurred by the Investor (a) in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby), and (b) upon an Event of Default as provided under clause 8.1(a).

Unless each Party specifically agrees in writing, no Person shall assign, transfer, hold on trust or encumber all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in any of them. Any purported assignment in contravention of this clause  14 ( Assignment) shall be void.

Except as expressly provided in this Agreement, no failure or delay by any Party in exercising any right or remedy relating to this Agreement shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

This Agreement may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment, telecopy or in

.pdf shall be an effective mode of delivery.

No variation, deletion, supplement, amendment or replacement of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all Parties.

Each of the provisions of this Agreement is severable. If any such provision is held to be or becomes invalid or unenforceable under the applicable Law of any jurisdiction, the Parties shall use all reasonable efforts to replace it with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

Except as expressly stipulated in this Agreement, this Agreement shall not grant any right to Persons who are not a party to this Agreement.

The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which such Party is entitled at law, in equity, in contract, in tort or otherwise. The Parties acknowledge and agree that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the Parties. The Parties further acknowledge that the existence of any other remedy contemplated by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief. Each Party further agrees that in the event of any action brought by the other Party for specific performance or injunctive relief, it will not assert as a defense that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds.

Schedule 1

Company Warranties

Schedule 2

Investor Warranties

Schedule 3

Definitions and Interpretation

Account Security Agreement means the Account Security Agreement, dated February 20, 2024, between the Company and the Investor;

ADSs has the meaning given in the Recitals to the Agreement;

Affiliate means, with respect to any Person, (a) any (i) other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, (ii) trust or partnership of which the trustee or general partner is the Person referred to in clause (i), or (iii) entity which manages or provides investment management advice to, or is managed by or receives investment management advice from, any of the foregoing, (b) any directors of such Person or of a Person described in clause (a) of this sentence, and (c) if such Person is an individual, (i) the individual’s spouse, (ii) the members of the immediate family (including parents, siblings and children) or other direct lineal descendant of the individual or of the individual’s spouse, and (iii) any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with any of the foregoing individuals; provided that, with respect to the foregoing clause (a), “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise;

Agreed Return has the meaning given in the SSA;

Base Price has the meaning given in clause 1.1(b);

Business Day has the meaning given in the SSA;

Cash Top Up Obligation has the meaning given in the SA;

Charged Shares has the meaning given in clause 4.3(b);

Chargor means Lotus Advanced Technology Limited Partnership, a limited partnership with legal personality duly formed under the laws of the British Virgin Islands with limited partnership number 2494 and registered address at Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, VG1110, British Virgin Islands ;

Closing means completion of the sale and repurchase of the Repurchase Shares in accordance with the provisions of this Agreement;

Closing Date means the date of the Closing;

Closing Notice has the meaning set out in clause 4.1;

Company has the meaning given in the Preamble to the Agreement;

Company Securities Account means a securities account to be designated by the Company in writing in the Closing Notice;

Company Warranties means the warranties given by the Company and the Subsidiary as set out in Schedule 1 (Company Warranties);

Coupon Amount has the meaning given in clause 3.2(a);

Default Interest has the meaning given in the Recitals to the Agreement;

Deposit Agreement means that certain deposit agreement by and among the Company as issuer, Deutsche Bank Trust Company Americas as depositary, and the holders and beneficial owners of ADSs evidenced by American depositary receipts issued thereunder, dated as of January 29, 2024;

Encumbrance means a mortgage, charge, pledge, lien, option, restriction, right of first offer, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind, or another type of agreement or arrangement having similar effect, with the exception of any of the foregoing arising out of the Deposit Agreement, the Company’s memorandum and articles of association or applicable securities laws;

Escrow Agreement means the escrow agreement, dated February 20, 2024, entered into by and mong the Company, Investor and JPMorgan Chase Bank, N.A. (as the Escrow Agent).

Event of Default has the meaning set out in the SSA;

Existing Deposit Amount has the meaning set out in Recitals to this Agreement;

First Deed of Release has the meaning given in clause 4.3(b)(i);

Further Top Up Obligation has the meaning given in the SA;

Governmental Entity means any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, importing or other governmental or quasi-governmental authority;

Governmental Order means any judgment, decision, ruling, decree, order, settlement, injunction, writ, stipulation, determination or award of any Governmental Entity;

HKIAC has the meaning given in clause 23.2;

Hong Kong means the Hong Kong Special Administrative Region of the People’s Republic of China;

Initial Deposit Amount has the meaning given in the Recitals to the Agreement;

Interim Return has the meaning given in the SSA;

Investor has the meaning given in the Preamble to this Agreement;

Investor Bank Account means an account designated by the Investor in writing at least one (1) Business Day prior to April 30, 2025;

Investor Sold Shares has the meaning set out in clause 8.7;

Investor Warranties means the warranties given by the Investor as set out in Schedule 2 (Investor Warranties);

Investor’s Failure has the meaning given in clause 2.3;

JP Morgan means JPMorgan Chase Bank, N.A. Hong Kong Branch, in its capacity as the Escrow Agent pursuant to the Escrow Agreement;

Korea has the meaning given in the Preamble to this Agreement;

Law(s) means any law, statute, ordinance, rule, regulation, listing rules, stock exchange rules and regulations, code, Governmental Order or other requirement as enacted, issued, promulgated, enforced or entered by a Governmental Entity and having a legally binding effect;

Ordinary Shares has the meaning given in the Recitals to this Agreement;

Parties has the meaning given in the Preamble to this Agreement;

Person means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, any other legal entity, government or any agency or political subdivisions thereof, or any group comprised of two (2) or more of the foregoing;

Realization Amount has the meaning given in clause 9.1(d);

Realization Date means the date on which Investor actually receives, in irrevocable funds and not subject to any counterclaim, the Realization Amount pursuant to clause 9.1;

Receiver Criteria has the meaning given in clause 8.5(a);

Rehypothecated Security Assets has the meaning given in the Account Security Agreement;

Remaining Repurchase Price has the meaning given in clause 1.1(b);

Representatives means, in relation to a Party, its respective Affiliates and advisors;

Repurchase Shares has the meaning given in clause 1.1;

Restricted Cash Account has the meaning given in the SSA;

SA has the meaning given in the Recitals to this Agreement;

Sanctioned Country means any country or territory that is, or whose government is, the subject or target of comprehensive territorial based Sanctions;

Sanctions means any trade or economic sanctions, laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority;

Sanctions Authority means:

in each case, including the respective governmental institutions, departments and agencies of any of the foregoing which administers or enforces Sanctions with jurisdiction over the relevant Party and its Representatives;

Sanctions Target means any Person with which dealings are restricted or prohibited by any Sanctions;

SBA has the meaning given in the Recitals to this Agreement;

SBA Deposit has the meaning given in clause 1.1(a);

SEC means the U.S. Securities and Exchange Commission;

Second Deposit Amount has the meaning given in the Recitals to the Agreement;

Secured Securities Account has the meaning given in the Account Security Agreement;

Security has the meaning given in the SSA;

Security Assets has the meaning given in the Account Security Agreement;

Share Security Agreement means a security agreement over shares in relation to certain shares in Lotus Technology Inc., dated the date hereof;

SSA has the meaning given in the Recitals to this Agreement;

Subscription Shares has the meaning given in the SSA;

Subsidiary has the meaning given in the Preamble to this Agreement;

Subsidiary Escrow Account means an escrow securities account to be established pursuant to an escrow agreement to be entered into by and among Citibank or JP Morgan (as the escrow agent), the Subsidiary and the Investor, pursuant to clause 8.7;

Subsidiary Pledged Shares has the meaning given in clause 9.1(b);

Subsidiary Share Charge Agreement has the meaning given in clause 9.1(a);

Surviving Provisions means clauses 12 (Costs), 13 (Confidentiality), 14 (Assignment), 16 (Notices), 17 (Entire Agreement), 18 (Waivers, Rights and Remedies), 20 (Variations), 21 (Invalidity and Conflicts), 22 (Third Party Enforcement Rights) and 23 (Governing Law and Jurisdiction), and Schedule 3 (Definitions and Interpretation);

Tax means: (i) taxes on income, profits and gains; and (ii) all other taxies, levies, duties, imposts, charges and withholdings of any fiscal nature, including any excise, property, capital, value added, sales, use, occupation, transfer, franchise and payroll taxes and any social security or social fund contributions, and any payment which the relevant Person may be or become bound to make to any Person as a result of the discharge by that Person of any tax which the relevant Person has failed to discharge, together with all penalties, charges and interest relating to any of the foregoing or to any late or incorrect return in respect of any of them, and regardless of whether such taxes, levies, duties, imposts, charges, withholdings, penalties and interest are chargeable directly or primarily against or attributable directly or primarily to the relevant Person or any other Person and of whether any amount in respect of them is recoverable from any other Person;

Transfer means, with respect to any ADS:

T-Bonds Return Date has the meaning given in clause 9.1(b);

US$ means United States dollars, the lawful currency from time to time of the United States of America;

Waived Default Interest Amount has the meaning set out in clause 2.4;

Waiver Fees has the meaning given in the SA;

Working Hours means 9.30 a.m. to 5.30 p.m. on a Business Day in the place of receipt of a notice;

XIRR means the internal rate of return calculated using the XIRR function in Microsoft Excel software, based on annual compounding; and

Schedule 4

Form of Deeds of Release

Part A

Form of First Deed of Release

THIS DEED OF RELEASE is dated _________________ and is made BETWEEN:

BACKGROUND

IT IS AGREED as follows:

In this Deed:

Company means Lotus Technology Inc., an exempted company incorporated in the Cayman Islands with company number 379482.

Released Assets means all the assets of the Released Party, which are or are expressed to be, part of the subject of any Security created or expressed to be created in favour of the Investor pursuant to the Released Document.

Released Document means a security agreement over shares in relation to certain shares in the Company dated [•], 2025, between the Released Party and the Investor.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

On the date of this Deed, the Investor unconditionally and irrevocably:

The Investor confirms that it will, on the date of this Deed, provide all documents (including all certificates and other documents of title or evidence of ownership in respect of the Released Assets) which were delivered to them under the Released Document as listed below to the Released Party:

A person who is not party to this Deed has no right under the Third Parties Ordinance to enforce or to enjoy the benefit of any term of this Deed.

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Deed.

This Deed shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to conflicts of laws principles that would result in the application of any law other than the laws of Hong Kong.

The provisions of clause 20 (Confidentiality), clause 21 (Notices) and clause 24 (Enforcement) of the Released Document are deemed to be incorporated into this Deed as though they were set out in full in this Deed with references to the Released Document to be construed as references to this Deed.

THIS DEED has been executed and delivered as a deed on the date stated at the beginning of this Deed.

Signatory

IN WITNESS WHEREOF this document has been executed as a DEED and DELIVERED on the date of this DEED.

Released Party

 

SIGNED, SEALED and DELIVERED as a DEED by [insert name(s) of person(s) authorised] as duly authorised and empowered signatory of LOTUS ADVANCED TECHNOLOGY LIMITED PARTNERSHIP )

) ) ) ) ) ) )

Part B

Form of Second Deed of Release

THIS DEED OF RELEASE is dated _________________ and is made BETWEEN:

BACKGROUND

IT IS AGREED as follows:

In this Deed:

Custodian means [•].

Released Assets means all the assets of the Released Party, which are or are expressed to be, part of the subject of any Security created or expressed to be created in favour of the Investor pursuant to the Released Document.

Released Document means the account security agreement (subsidiary pledged shares) dated [•] between the Released Party and the Investor in relation to, among other things, the securities account opened in the name of the Released Party and held with the Custodian with account number [•] (including the American depository shares in Lotus Technology Inc. deposited in the

Secured Securities Account), and the USD account opened in the name of the Released Party and held with the Custodian with account number [•].

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

On the date of this Deed, the Investor unconditionally and irrevocably:

A person who is not party to this Deed has no right under the Third Parties Ordinance to enforce or to enjoy the benefit of any term of this Deed.

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Deed.

This Deed shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to conflicts of laws principles that would result in the application of any law other than the laws of Hong Kong.

The provisions of clause 20 (Confidentiality), clause 21 (Notices) and clause 25 (Enforcement) of the Released Document are deemed to be incorporated into this Deed as though they were set out in full in this Deed with references to the Released Document to be construed as references to this Deed.

THIS DEED has been executed and delivered as a deed on the date stated at the beginning of this Deed.

SIGNATORY

IN WITNESS WHEREOF this document has been executed as a DEED and DELIVERED on the date of this DEED.

Schedule 5

Form of Subsidiary Share Charge Agreement

__________________ 2025

LOTUS EV LIMITED

as Chargor

and

MERITZ SECURITIES CO., LTD.

as Investor

ACCOUNT SECURITY AGREEMENT

(SUBSIDIARY PLEDGED SHARES)

[Note: This draft may need to be further updated after reviewing the custody agreement with the account bank and discussing with the account bank regarding the operation of the securities account.]

CONTENTS

THIS DEED is dated _______________ 2025

BETWEEN:

BACKGROUND:

IT IS AGREED as follows:

Accruing Property means all stock, shares, loan capital, bonds, investments, money or other securities (whether or not marketable), rights or other property accruing, offered or issued pursuant to the Accruing Rights including previous Accruing Property;

Accruing Rights means all allotments, accretions, offers, rights, benefits and advantages (including all voting rights) whatsoever at any time accruing, offered or arising in respect of or incidental to any Share Collateral by way of conversion, redemption, bonus, preference, purchase, substitution, exchange or as a result of any exercise of any option, warrant, conversion right from time to time or any other right, power or privilege in respect of dividend, distribution, interest or otherwise in respect of the Share Collateral from time to time;

ADSs means the American depository shares of the Company, each of which was duly and validly issued against the deposit of one underlying ordinary share, par value US$0.00001 per share, of the Company deposited with the depository bank of the Company;

Amended and Restated SBA means the amended and restated share buyback agreement in relation to the shares of the Company dated [•] 2025 between the Company, the Chargor and the Investor;

Business Day has the meaning ascribed to such term in the SSA;

Clearance System means:

Cash Account Charge means the cash account charge dated 20 February 2024 between the Company and the Investor;

Cayman Act means the Companies Act (as amended) of the Cayman Islands;

Company means Lotus Technology Inc., an exempted company incorporated in the Cayman Islands with company number 379482 and its registered office at Maples Corporate Services Limited at PO Box 309, Ugland House, South Church Street, Grand Cayman, KY1-1104;

Companies Ordinance means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

Custodian means [●] or such other custodian acceptable to the Chargor and the Investor;

Custody Agreement means [the custody agreement dated [●] entered into between the Custodian, the Investor and the Chargor in respect of, amongst other things, the Security Accounts, or any other custody agreement or similar agreement, between the Custodian, the Investor and the Chargor;]

Delegate means any delegate, agent, attorney or co-trustee appointed by the Investor;

Distribution means in respect of any entity:

Dividend means any dividend, any Distribution and/or other payment or distribution of any kind on or in respect of any shares whether in the nature of dividend or capital including without limitation, cash pay-outs with a reduction in nominal value of the relevant shares;

DTC means the clearing system established and operated by the Depository Trust Company.

Event of Default has the meaning ascribed to such term in the SSA and supplemented by the Amended and Restated SBA;

Legal Reservations means:

Listing Rules means the rules governing the listing of securities on Nasdaq;

Nasdaq means The Nasdaq Stock Market;

Party means a party to this Deed;

Perfection Requirements means any and all registrations, filings, notices and other actions and steps required to be made in any jurisdiction in order to perfect this Deed or in order for it to achieve the relevant priority for this Deed;

Property Ordinance means the Conveyancing and Property Ordinance (Cap. 219 of the Laws of Hong Kong);

Receiver means the receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets, selected by the Company and the Investor in accordance with the Amended and Restated SBA ;

Related Property Rights means, in respect of any Share Collateral:

in each case now or in the future owned by the Chargor or, to the extent of its interest, in which the Chargor now or in the future has an interest.

Register of Mortgages and Charges means the register of mortgages and charges of the Chargor maintained by the Chargor in accordance with section 54 of the Cayman Act;

Relevant Jurisdiction means in relation to the Chargor:

Secured Cash Account means each cash account opened in the name of the Chargor and held with the Custodian pursuant to the Custody Agreement, which shall include:

Secured Obligations has the meaning ascribed to the term “Realization Amount” in the Amended and Restated SBA;

Secured Securities Account means each securities account opened in the name of the Chargor and held with the Custodian pursuant to the Custody Agreement, which shall include:

Security Account means:

Security Asset means each asset of the Chargor which is, or is intended to be, subject to any security created pursuant to Clause 3.2 (Custody Agreement) and Clause 3.3 (Security Accounts) of this Deed;

Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar effect;

Security Period means the period beginning on the date of this Deed and ending on the date on which all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full;

Share Collateral means the 12,753,185 ADSs which would be deposited into the Secured Securities Account and any other ADSs which may at any time after the date of this Deed be transferred to the Secured Securities Account; and

SSA means the share subscription agreement dated 15 November 2023 between the Investor and the Chargor, as amended on 17 February 2024;

Transaction Documents means the SSA, the Amended and Restated SBA, the Account Security Agreement, the Cash Account Charge, the Escrow Agreement, the Share Security Agreement, the Custody Agreement and this Deed;

Subject to Clause 2.2 (Limited Recourse), the Chargor as primary obligor and not merely as surety covenants with the Investor that it will pay and discharge on demand the Secured Obligations on the date(s) on which such Secured Obligations are expressed to become due and payable, and in the manner provided for in the relevant Transaction Document.

Notwithstanding that this Deed secures the Secured Obligations, the Investor agrees and acknowledges that the Chargor’s liability under this Deed is limited to the value of the Security Assets realised by the Investor. For the avoidance of doubt, the Chargor shall not be liable to the Investor under this Deed for any shortfall between the value of the Security Assets realised by the Investor and the Secured Obligations.

The Chargor assigns absolutely, as continuing security for the payment, discharge and performance of all of the Secured Obligations, subject to a proviso for re-assignment on redemption, all of its rights under or in connection with the Custody Agreement (including its rights to require the Custodian to deliver securities or cash to the Chargor or its order) in favour of the Investor.

The Chargor, as continuing security for the payment, discharge and performance of all Secured Obligations, assigns absolutely, subject to a proviso for re-assignment on redemption, and to the extent that they are not effectively assigned under this paragraph, charges by way of first fixed charge:

in favour of the Investor.

and upon issue of such notice by the Investor to the Chargor in respect of any Security Asset of the Chargor, the floating charge over that Security Asset shall immediately crystallise and become a fixed charge.

(in addition to the circumstances in which such a conversion will occur under general law) the floating charge created under this Deed will automatically and immediately convert into a fixed charge over all of the Chargor’s Security Assets.

The Chargor makes the representations and warranties set out in this Clause to the Investor.

Subject to the Legal Reservations, this Deed creates those Security Interests it purports to create and is not liable to be amended, avoided or otherwise set aside on its liquidation or provisional supervision or otherwise.

Subject to the Perfection Requirements and the Legal Reservations, this Security has first ranking priority and is not subject to any prior ranking or pari passu ranking Security Interests.

The Chargor is the sole legal and beneficial owner of the credit balances and securities balance from time to time in each Security Account which it maintains and such credit balances and securities balance in each Security Account are free of any Security Interests and any other rights or interests in favour of third parties, except in the Investor’s or its nominee’s favour, or any lien or set-off arrangement as may be set out in the Custody Agreement.

No Security Interests exist over all or any of the Security Assets other than as or will be created pursuant to this Deed.

The Chargor:

The Chargor has the power to enter into, perform and deliver, and has taken all necessary actions to authorise its entry into, performance and delivery of, this Deed and the transactions contemplated hereunder.

Subject to any Legal Reservations and any Perfection Requirements:

The entry into and performance by the Chargor of this Deed, and the granting of this Security do not and will not:

Subject to the Legal Reservations, and except as referred to in any Transaction Document, all material authorisations required:

have been obtained or effected and are in full force and effect.

As at the date of this Deed, the Chargor is not registered as a non-Hong Kong company under Part 16 of the Companies Ordinance and it has not made any application to be so registered.

The representations and warranties set out in this Clause are made by the Chargor on the date of this Deed and are deemed to be repeated on each day during the Security Period, with reference to the facts and circumstances then existing.

The Chargor agrees to be bound by the covenants set out in this Clause during the Security Period.

The Chargor must supply to the Investor:

The Chargor must comply in all respects with all laws or regulations to which it may be subject, if failure to comply would materially impair its ability to perform its obligations under this Deed.

The Chargor must promptly obtain, maintain and comply with the terms of any authorisation required under any applicable law or regulation to enable it to perform its obligations under this Deed and to ensure the legality, validity, enforceability or admissibility in evidence in each of its Relevant Jurisdictions of this Deed (subject to applicable periods agreed in this Deed for Perfection Requirements).

The Chargor must ensure that subject to the Legal Reservations, there shall not be any restriction in:

in each case:

The Chargor agrees to be bound by the restrictions and undertakings set out in this Clause during the Security Period.

The Chargor shall not and shall not agree to:

except:

The Chargor must not withdraw or otherwise deal in or with the Share Collateral from the Secured Securities Account, except with the prior consent of the Investor or as otherwise permitted under Transaction Documents.

The Chargor must not, without the prior consent of the Investor:

The Chargor must duly and promptly perform and ensure that it is not in default of its obligations and diligently pursue its rights under the Custody Agreement.

The Chargor agrees to be bound by the obligations set out in this Clause during the Security Period.

Amounts standing to the credit of the Secured Cash Account will bear interest at the then applicable rates applied by the Custodian to accounts of a similar nature for its independent customers.

The Investor (or a Receiver) may (subject to the payment of any claims having priority to this Security) withdraw amounts standing to the credit of the Secured Cash Account to meet an amount due and payable under the Transaction Documents at any time after this Security has become enforceable in accordance with Clause 8.1 (Enforcement event) and without prejudice to Clause 15 (Release).

The Chargor must not take or allow the taking of any action on its behalf (including the exercise of any voting rights) which may result in the rights attaching to any of the Security Assets being altered including any action to re-certificate or re-materialise any Share Collateral held in book entry form.

¹ Arrangement be discussed with the Custodian.

The Chargor agrees with the Investor that neither the Investor nor any of its nominees will have any liability for:

except to the extent directly caused by the Investor’s fraud, gross negligence or wilful misconduct.

During the Security Period, this Security will become immediately enforceable after the occurrence of an Event of Default as provided under clause 8.1(a) (Event of Default) of the Amended and Restated SBA and the Investor shall, without the prior authorisation of any court or consent by the Chargor but subject to notice to the Chargor, appoint under seal or in writing under its hand a Receiver of the whole or any part of the Security Assets in accordance with Clause 10 (Receiver) to enforce the whole or any part of this Security and take possession of or dispose of all or any of the Security Assets in each case at such times and upon such terms as it sees fit and in accordance with the Amended and Restated SBA.

The Investor shall have the right to consolidate all or any of the Security Interest created by or pursuant to this Deed with any other Security Interest

in existence at any time. Such power may be exercised by the Investor at any time upon this Security becoming enforceable in accordance with Clause 8.1 (Enforcement event).

Paragraph 11 of the Fourth Schedule to the Property Ordinance shall not apply to this Deed and the power of sale arising under the Property Ordinance shall arise on the date of this Deed (and the Secured Obligations shall be deemed to have become due and payable for that purpose). The power of sale and other powers conferred by sections 51 (Powers of mortgagee and receiver) and 53 (Sale by mortgagee) of and the Fourth Schedule (Powers of mortgagee and receiver) to the Property Ordinance as varied or extended by this Deed and those powers conferred (expressly or by reference) on a Receiver shall be immediately exercisable by the Receiver at any time upon the Security Interests becoming enforceable, provided that such powers shall be exercised in accordance with Clause 8.1 (Enforcement) above.

The powers of the Investor set out in Clauses 8.2 (No Restrictions on Consolidation of Mortgages) and 8.3 (Restrictions on Exercise of Power of Sale) above may be exercised by the Receiver without prior notice to the Chargor, provided that such powers shall be exercised in accordance with Clause 8.1 (Enforcement) above.

Except to the extent provided by law, none of the powers described in this Clause 8 will be affected by the winding-up or dissolution of the Chargor.

The Investor may delegate in any manner to any person any rights exercisable by the Investor under this Deed. Any such delegation may be made upon such terms and conditions (including power to sub-delegate) as the Investor thinks fit.

Neither the Investor nor any Receiver will, by reason of its or the Receiver entering into possession of the Security Assets or any part thereof, be liable (except for fraud, negligence or wilful misconduct) to account as mortgagee in possession or be liable for any loss or realisation or for any default or omission for which a mortgagee in possession might be liable; but every Receiver duly appointed by the Investor under this Deed shall for all purposes be deemed to be in the same position as a receiver duly appointed by a mortgagee under the Property Ordinance save to the extent that the provisions of the Property Ordinance are varied by or are inconsistent with the provisions of this Deed when the provisions hereof shall prevail and every such Receiver and the Investor shall in any event be entitled to all the rights, powers, privileges and immunities conferred by the Property Ordinance on mortgagees and receivers duly appointed under the Property Ordinance.

Subject to prior written consent of the Company, the Investor may, by writing under its hand, remove any Receiver appointed by it if such Receiver is in breach of any provision of this Deed or the instrument appointing such Receiver and shall appoint a new Receiver in accordance with the mechanism set out in clause 8.5 (Event of Default) of the Amended and Restated SBA in the place of any Receiver whose appointment may have terminated under this Clause 10.2.

The Chargor shall be liable for the remuneration and all other costs, losses, liabilities and expenses of any Receiver unless it is caused by such Receiver’s fraud, gross negligence or wilful default.

A Receiver shall have (and be entitled to exercise) in relation to the Security Assets over which he is appointed the following powers (as the same may be varied or extended by the provisions of this Deed):

provided that such powers shall be exercised in accordance with Clause 8.1 (Enforcement).

The powers granted to a Receiver pursuant to this Deed may be restricted by the instrument (signed by the Investor) appointing him but they shall not be restricted by any winding-up or dissolution of the Chargor.

No person or persons dealing with the Investor or any Receiver appointed by it shall be concerned to enquire whether any event has happened upon which any of the powers in this Deed are or may be exercisable or otherwise as to the propriety or regularity of any exercise of such powers or of any act purporting or intended to be an exercise of such powers or whether any amount remains secured by this Deed or how any money paid to the Investor or to that Receiver is to be applied. All the protections to purchasers and persons dealing with receivers contained in sections 52, 53 and 55 of the Property Ordinance shall apply to any person purchasing from or dealing with the Investor or any such Receiver.

The receipt of the Investor or any Receiver shall be a conclusive discharge to any purchaser of the Security Assets.

The Chargor irrevocably and by way of security (within the meaning of section 4 of the Powers of Attorney Ordinance (Cap. 31 of the laws of Hong Kong)) appoints the Investor, any Receiver, any of its Delegates or sub-delegates severally to be its attorney in its name and on its behalf and as its act and deed:

provided that the Investor, a Receiver or any of their respective delegates or sub-delegates may only exercise the power of attorney granted to it under this Clause 13:

and in each case in accordance with Clause 8.1 (Enforcement event).

The Chargor ratifies and confirms and agrees to ratify and confirm all acts and things which any attorney mentioned in this Clause 13 shall do or purport to do in exercise of the powers granted by this Clause 13.

The Investor and any Receiver shall have full power to delegate the powers, authorities and discretions conferred on it or him by this Deed (including the power of attorney) on such terms and conditions as it or he shall see fit which shall not preclude exercise of those powers, authorities or discretions by it or him or any revocation of the delegation or any subsequent delegation. The Investor shall not, nor shall any Receiver, be in any way liable to the Chargor for any loss or liability arising from any act, default, omission or misconduct on the part of any Delegate selected by it provided that the Investor or that Receiver (as the case may be) has exercised due care in selecting such Delegate.

All amounts from time to time received or recovered by the Investor or any Receiver pursuant to the terms of this Deed or in connection with the realisation or enforcement of all or any part of this Security will be held by the Investor and applied at any time the Investor sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14), in the order of priority as set out in clauses [9.1(d), 9.1(e) and 9.1(f)] of the Amended and Restated SBA.

At the end of the Security Period, the Investor shall, at the reasonable request and sole cost of the Chargor, promptly execute any documents (or procure that its nominees execute any documents) or take whatever action is necessary to release, reassign or discharge (as appropriate) the Security Assets from this Security, including signing of the relevant written instructions and returning the same to the Custodian.

No amount paid, repaid or credited to the Investor shall be deemed to have been irrevocably paid for the purposes of determining whether all Secured Obligations have been irrevocably and unconditionally paid if the Investor reasonably considers that the payment or credit of such amount is capable of being avoided or reduced by virtue of any laws applicable on bankruptcy, insolvency, liquidation or similar laws.

This Deed shall be binding on the successors and permitted assigns of the Chargor.

Neither the Chargor nor the Investor may assign any of its rights or transfer any of its rights or obligations it has under this Deed.

The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law. No failure to exercise, nor any delay in exercising, on the part of the Investor, any right or remedy under this Deed shall operate as a waiver of any such right or remedy or constitute an election to affirm this Deed. No waiver or election to affirm this Deed on the part of the Investor shall be effective unless it is in writing.

No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.

This Deed (together with the other Transaction Documents and any other documents referred to herein or therein) constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any prior agreements or understandings relating to such subject matter.

This Deed shall be cumulative, in addition to and independent of and not be affected by any other security or guarantee at any time held by the Investor for all or any part of the Secured Obligations nor shall any such other security or guarantee of liability to the Investor of or by any person not a Party be in any way impaired or discharged by this Deed nor shall this Deed in any way impair or discharge such other security or guarantee.

This Deed shall not in any way be affected or prejudiced by the Investor at any time dealing with, exchanging, releasing, varying or abstaining from perfecting or enforcing any security or guarantee referred to in Clause 17.6 (Additional Security) above or any rights which the Investor may at any time have or giving time for payment or granting any indulgence or compounding with any person whatsoever.

The Investor shall not be obliged to make any demand, take any action or enforce any other Security Interests it may hold for the Secured Obligations before enforcing any of its rights under this Deed. Without prejudice to the foregoing, the Chargor waives any right it may have of first requiring the Investor (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Chargor under this Deed or any other Transaction Document. This waiver applies irrespective of any law or any provision of this Deed or any other Transaction Document to the contrary.

The Investor may redeem or take a transfer of any prior Security Interests over the Security Assets and may agree the accounts of prior encumbrances. An agreed account shall be conclusive and binding on the Chargor. Any amount paid in connection with such redemption or transfer (including expenses) shall be paid on demand by the Chargor to the Investor and until such payment shall form part of the Secured Obligations.

The Investor is not obliged to do any of the following in respect of any Security Assets:

If any discharge, release or arrangement is made by the Investor in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, the liability of the Chargor under this Deed and this Security will continue or be reinstated as if the discharge, release or arrangement had not occurred.

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect, neither the legality, validity or enforceability of the remaining provisions of this Deed nor the legality, validity or enforceability of such provision of this Deed under the law of any other jurisdiction will in any way be affected or impaired.

Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf) shall be binding to the same extent as an original signature page.

Accounts maintained by the Investor in connection with this Deed are prima facie evidence of the matters to which they relate for the purpose of any litigation or arbitration proceedings arising out of or in connection with this Deed.

Any certification or determination by the Investor of a rate or amount under the Transaction Documents or by the Investor of a rate or amount payable under this Deed will be, in the absence of manifest error, conclusive evidence of the matters to which it relates.

No amendment or waiver of this Deed shall be valid unless it is in writing and duly executed by or on behalf of all the Parties.

Clause 13 (Confidentiality) of the Amended and Restated SBA shall apply to this Deed and shall be incorporated by reference as if it has been set out in full herein mutatis mutandis and as if any reference therein to "this Agreement" was a reference to this Deed.

This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

This Deed shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to conflicts of laws principles that would result in the application of any law other than the laws of Hong Kong.

THIS DEED has been executed and delivered as a deed on the date stated at the beginning of this Deed.

Schedule 1

Form of Notice of Charge

From: [Chargor] (the Chargor)

To:     [Custodian] (the Custodian)

Address:

Dated:

Dear Sirs

[Chargor] — Account Security Agreement (Subsidiary Pledged Shares) dated [•] (the Security Agreement)

Custody Agreement means the [custody agreement] dated [●] between the Custodian and the Chargor in respect of the Security Accounts;

Secured Cash Account means the [USD] account opened in the name of the Chargor and held with the Custodian with account number [●];

Secured Securities Account means the securities account opened in the name of the Chargor and held with the Custodian with account number [●]; and

Security Account means each of:

until you receive a written notice from the Investor that the security interest created under the Security Agreement has been released and discharged.

by signing the acknowledgement on the attached copy of this notice of charge and returning that copy to the Investor at [•] marked for the attention of [•].

[Chargor]

By:

[On duplicate]

We acknowledge receipt of the notice of charge of which this is a copy and confirm each of the matters referred to in sub-paragraphs (a) - (d) of paragraph 6 of the notice of charge.

[Custodian]

By:

Dated:

Schedule 2

Receiver’s Powers

The Receiver shall have the right, either in his own name or in the name of the Chargor or otherwise and in such manner and upon such terms and conditions as he thinks fit, and either alone or jointly with any other person:

SIGNATORIES

IN WITNESS WHEREOF this document has been executed as a DEED and DELIVERED on the date of this DEED.

Chargor

 

 

SIGNED, SEALED and DELIVERED	)
as a DEED by	)
	)
as duly authorised and empowered	)
signatory of	)
LOTUS EV LIMITED	)

 

[Project Ace – Signature Page – Subsidiary Share Charge Agreement]

 

 

 

 

 

Investor

SIGNED	)
for and on behalf of	)
MERITZ SECURITIES CO., LTD.	)

 

Signature:

 

[Project Ace – Signature Page – Subsidiary Share Charge Agreement]

 

 

 

 

SIGNATURE

 

This Agreement is signed by duly authorized representatives of the Parties:

 

 

SIGNED	)	SIGNATURE:	/s/ FENG, Qing Feng
for and on behalf of	)
LOTUS TECHNOLOGY INC.	)
	)	NAME:	FENG, Qing Feng, CEO

 

 

 

 

SIGNED	)	SIGNATURE:	/s/ LEE, Kuen Long
for and on behalf of	)
LOTUS EV LIMITED	)
	)	NAME:	LEE, Kuen Long, Director

 

 

 

 

SIGNED	)	SIGNATURE:
for and on behalf of	)
MERITZ SECURITIES CO., LTD.	)
	)	NAME:	Jong Min Kim