The share transfer agreement signed between Subsidiary A and Counterparty A on September 27, 2024, outlines the terms and conditions for the transfer of shares from Subsidiary A to Counterparty A. The agreement specifies the number of shares to be transferred, the purchase price, and the payment schedule. It also includes representations and warranties from both parties, conditions precedent to the transfer, and provisions for confidentiality and dispute resolution. The agreement is governed by applicable laws and stipulates the effective date of the transfer.
Subsidiary A (hereinafter referred to as the “Transferor”); and Counterparty A  
(hereinafter referred to as “Transferee”). (Each of the Transferor and Counterparty A shall, as the context permits, be referred to individually as a “Party” and collectively as the “Parties”). [Table Level]  
- Table Title: Shareholder Distribution and Capital Allocation  
- Table Summary: This table outlines the distribution of ordinary shares among shareholders and their corresponding percentage of registered capital. Counterparty A and Subsidiary A are listed as the shareholders with specified share numbers and percentages.  
- Context: The table is related to an agreement concerning the transfer of shares between the Transferor and Transferee, including rights and conditions precedent. Following the table, the context involves resolutions in a shareholders' meeting regarding amendments to the Articles of Association.  
- Special Notes: The numbers of ordinary shares are identified by consecutive numbers, and the total capital is expressed in percentage terms.  

[Row Level]  
- Row 1: Counterparty A holds 800,000 ordinary shares, with consecutive numbers from 1 to 800,000, accounting for 80% of the registered capital.  
- Row 2: Subsidiary A holds 200,000 ordinary shares, with consecutive numbers from 800,001 to 1,000,000, representing 20% of the registered capital.  
- Row 3: The total number of ordinary shares is 1,000,000, comprising 100% of the registered capital. By: /s/ Person A  
Name: Person A  
Title: Director and Chief Financial Officer THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT Company COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. Counterparty A Subsidiary A SHARE SALE AND TRANSFER AGREEMENT relating to the sale and transfer of shares in Subsidiary C THIS SHARE SALE AND TRANSFER AGREEMENT (the “Agreement”) is made on September 27, 2024 (the “Signing Date”) Subsidiary A (the “Subsidiary A”), a wholly-owned subsidiary of Company, recently entered into a share sale and transfer agreement (the “Share Transfer Agreement”) with Counterparty A (“Counterparty A”), pursuant to which Subsidiary A agrees to sell, and Counterparty A agrees to purchase, 800,000 shares in Subsidiary C (“Subsidiary C”), a company incorporated in Germany and a wholly-owned subsidiary of Subsidiary A, for an aggregate principal amount of EUR 10,880,000 (the “Transaction”). The Transaction closed simultaneously with the signing of the Share Transfer Agreement. Upon completion of the Transaction, Counterparty A beneficially owns 80% of Subsidiary C’s share capital. A copy of the Share Transfer Agreement is included in this current report on Form 6-K as Exhibit 10.1, and the foregoing description of the Share Transfer Agreement is qualified in its entirety by reference thereto. Share Sale and Transfer Agreement, dated September 27, 2024, by and between Subsidiary A and Counterparty A.
Company's global sales digital platform provides a full suite of luxury retailing experiences, including a virtual showroom for the brand and its products, an inquiry, order, purchasing, and customization platform, and a reservation system for test drives, product delivery, aftersales services, among others. Company also creates online forums in various geographic markets for customers to engage, search, communicate, and interact. Customers are offered a wide range of options for customization, including exterior, interior, and other functions and features. Customers can also reserve test-driving sessions and have access to the digital payment system, aftersales services, and software updates. Master Distribution Agreement with Subsidiary B Pursuant to the Distribution Agreement entered into by and between Subsidiary B, the entity carrying out Subsidiary B’s sportscar manufacturing operations, and Subsidiary A, Company is the exclusive global distributor (excluding the U.S., where Subsidiary A will act as the head distributor with the existing regional distributor continuing its functions) for Subsidiary B to distribute vehicles, parts, and certain tools, and to provide aftersales services, branding, marketing, and public relations for such vehicles, parts, and tools distributed by Subsidiary B. Under the terms of the agreement, Company received a non-exclusive, perpetual, irrevocable, and non-sublicensable license for the electric automotive chassis and autonomous driving technology platform (the “Counterparty A License”) with consideration of US\$288,948. The Counterparty A License is contractually restricted to be used in certain R&D projects of Company. Company concludes that the Counterparty A License has no alternative future use; therefore, the cost of the license has been expensed as research and development expenses in the consolidated and combined statement of comprehensive loss for the year ended December 31, 2021. (vii) In November 2021, Company obtained the trademark licenses (Note 7) from Subsidiary B, a related party controlled by Counterparty A Holding, by issuing Company’s 47,995,443 ordinary shares to Subsidiary C, a related party controlled by Counterparty A Holding. (viii) On December 2, 2021, Company, through its subsidiary, Subsidiary A, entered into an equity transfer agreement, pursuant to which Subsidiary A agreed to acquire 100% equity interest in Subsidiary D from a related party, Counterparty A, at the consideration of US\$15,512, which was settled in June 2022. Concurrent with the execution of the Original Merger Agreement, on January 31, 2023, Company International Limited (Subsidiary A) entered into the Distribution Agreement with Subsidiary B, the entity carrying out the sportscar manufacturing operations of Subsidiary B, pursuant to which Subsidiary A is appointed as the exclusive global distributor (excluding the U.S., where Subsidiary A will act as the head distributor with the existing regional distributor continuing its functions) for Subsidiary B to distribute vehicles, parts, and certain tools, and to provide after-sale services as well as brand, marketing, and public relations for such vehicles, parts, and tools distributed by Subsidiary B on the terms and conditions of the Distribution Agreement. Concurrent with the execution of the Original Merger Agreement, on January 31, 2023, Company entered into a put option agreement with each of Counterparty A and Counterparty B, pursuant to which each of Counterparty A and Counterparty B is granted the right to require Company to purchase all of the equity interests held by each of Counterparty A and Counterparty B in Company Advance Technologies Sdn Bhd, the parent company of Subsidiary B, at a pre-agreed price which will be calculated based on the total revenue of Subsidiary D for the year of 2024 adjusted to exclude net debt, at a future date during the period from April 1, 2025, to June 30, 2025, and contingent upon satisfaction of certain pre-agreed conditions. On December 2, 2021, Subsidiary A, a subsidiary of Company, entered into an equity transfer agreement, pursuant to which Subsidiary A agreed to acquire 100% equity interest in Subsidiary C from a related party, Counterparty A, at a consideration of US$15.5 million, which was settled in June 2022. The transaction was accounted for as a common control transaction and completed in June 2022. On May 13, 2022, Company purchased a one-year convertible note with a principal amount of US$10.0 million issued by Company B. Upon the listing of Company B on December 21, 2022, the note was automatically converted into Class A ordinary shares of Company B at a conversion price of US$9.50 per share. As of December 31, 2023 and 2022, the fair value of such shares was US$3.3 million and US$8.4 million, respectively. On June 24, 2024, Company entered into the CB Purchase Agreement with Counterparty A, pursuant to which Counterparty A purchased from Company the Counterparty A Convertible Bond in two tranches in an aggregate principal amount equal to the U.S. dollar equivalent of RMB800 million through a private placement. During and subsequent to March 2023, Company entered into convertible note purchase agreements with certain investors, pursuant to which Company issued unsecured convertible notes in an aggregate principal amount of US$23.5 million, each with the maturity date being the date that is one year following the issue date, which can be extended by the respective investor for an additional six months. On February 22, 2024, these convertible notes were automatically converted into a total of 2,433,912 Ordinary Shares. In January 2023, Company issued put options to each of Counterparty A and Counterparty B at nil consideration. Pursuant to the put option agreements, each of Counterparty A and Counterparty B will have an option to require Company to purchase the equity interests held by Counterparty A and Counterparty B in Company Advance Technologies Sdn Bhd, the immediate parent of Subsidiary D, between April 1, 2025 and June 30, 2025, at a pre-agreed price. The exercise price will be settled with Ordinary Shares. In November 2022, the former VIE’s subsidiary, Hangzhou Lightning Speed Technology Co., Ltd., or Lightning Speed, entered into an exchangeable note agreement with an investor. “Merger Agreement” means the First Amended and Restated Agreement and Plan of Merger, dated as of October 11, 2023, by and among Company, Subsidiary A, Merger Sub 1, and Merger Sub 2, which amended and restated the Original Merger Agreement; “Merger Sub 1” means Company Temp Limited, a Cayman Islands exempted company. “Merger Sub 2” means Company EV Limited, a Cayman Islands exempted company. “Mergers” means, collectively, the First Merger and the Second Merger of Company EV Limited. “Investor A” refers to Investor A Securities Co., Ltd., a corporation incorporated under the laws of the Republic of Korea. “Investor A Investment” refers to the US$500 million investment by Investor A Securities Co., Ltd. pursuant to the terms and conditions of the Investor A Subscription Agreement. “Investor A Subscription Agreement” means the share subscription agreement entered into by and between Company and Investor A Securities Co., Ltd. on November 15, 2023, as amended by the amendment agreement entered into by and between Company and Investor A Securities Co., Ltd. on February 17, 2024. “Vendor A” refers to Vendor A (Suzhou) Technology Limited Company and/or its subsidiaries or affiliates. “MSRP” refers to the manufacturer’s suggested retail price. Some of the LCAA Class B Ordinary Shares held by the Sponsor as of the date of the Sponsor Support Agreement were subject to earn-out restrictions pursuant to the Sponsor Support Agreement. Concurrent with the execution of the Original Merger Agreement, on January 31, 2023, Company International Limited (Subsidiary A) entered into the Distribution Agreement with Subsidiary B, the entity responsible for the sportscar manufacturing operations of Subsidiary B. Pursuant to this agreement, Subsidiary A is appointed as the exclusive global distributor (excluding the U.S., where Subsidiary A will act as the head distributor with the existing regional distributor continuing its functions) for Subsidiary B to distribute vehicles, parts, and certain tools, and to provide after-sale services as well as brand, marketing, and public relations for such vehicles, parts, and tools distributed by Subsidiary B on the terms and conditions of the Distribution Agreement. Master Distribution Agreement with Subsidiary B Pursuant to the Distribution Agreement entered into by and between Subsidiary B, the entity carrying out Subsidiary B’s sportscar manufacturing operations, and Subsidiary A, Company is the exclusive global distributor (excluding the U.S., where Subsidiary A will act as the head distributor with the existing regional distributor continuing its functions) for Subsidiary B to distribute vehicles, parts, and certain tools, and to provide aftersales services, branding, marketing, and public relations for such vehicles, parts, and tools distributed by Subsidiary B. The Distribution Agreement also provides that each year Company and Subsidiary B will prepare business plans and annual targets taking into account historical sales figures, forecast demand, national, regional, and local trends, and Subsidiary B’s production capacity for the vehicles. Additionally, pursuant to the Distribution Agreement, existing stores and dealers of Subsidiary B are transferred to Company. On January 31, 2023, Company entered into a distribution agreement with Subsidiary F, a wholly owned subsidiary of Subsidiary D and ultimately controlled by the Controlling Shareholder of Company, pursuant to which Company was appointed as the exclusive global distributor to distribute certain models of vehicles and to provide after-sale services and brand, marketing, and public relations for such vehicles distributed by Subsidiary F since January 31, 2023, for a cash consideration of GBP18,055 (equivalent to US$22,296). During the six months ended June 30, 2024, Subsidiary F settled GBP18,055 (equivalent to US$22,938). As of June 30, 2024, and December 31, 2023, payables for the distribution right of nil and US$23,047 were included in accrued expenses and other current liabilities – related parties. (d) Manufacturing agreement with the Counterparty A Group The Group entered into a manufacturing agreement with Counterparty A Auto Wuhan Branch and Wuhan Counterparty A Auto Parts (collectively referred to as “OEMs”) for the manufacture of the Group’s electric vehicles for 10 years starting from June 21, 2022. Pursuant to the manufacturing agreement, the Group commissioned the OEMs for the production of electric vehicles and agreed to authorize the OEMs to access the Group’s technologies for the production of such models. Waiving compliance with all requirements as to form and notice under law and the Articles of Association, in particular with regard to the convening and holding of the shareholders’ meeting, Counterparty A, as the sole shareholder of Subsidiary A, hereby holds a shareholders’ meeting of Subsidiary A and hereby resolves unanimously with all votes as follows: The Articles of Association of Subsidiary A are amended and entirely restated as set forth in Schedule 5. No further resolutions are adopted. The shareholders' meeting of Subsidiary A is hereby closed. Irrespective of the date on which the Articles of Association have been resolved and will be entered into the commercial register of the competent local court, the Parties agree that the Articles of Association shall be agreed upon and deemed to be binding with legal effect as of Completion. From that point onward, the Parties shall exercise their shareholders’ rights in Subsidiary A in accordance with the Articles of Association and the Joint Venture Agreement. Under the terms of the agreement, Company received a non-exclusive, perpetual, irrevocable, and non-sublicensable license for the electric automotive chassis and autonomous driving technology platform, referred to as the “Counterparty A License,” with a consideration of US$288.9 million. The Counterparty A License is contractually restricted to be used in certain of Company's R&D projects. Company concludes that the Counterparty A License has no alternative future use; therefore, the cost of the license has been expensed as research and development expenses in the consolidated and combined statement of comprehensive loss for the year ended December 31, 2021. In November 2021, Company obtained the trademark licenses from Company C, a related party controlled by Counterparty A Holding, by issuing 47,995,443 ordinary shares to Subsidiary D, a related party controlled by Counterparty A Holding. On December 2, 2021, Subsidiary A, a subsidiary of Company, entered into an equity transfer agreement, pursuant to which Subsidiary A agreed to acquire 100% equity interest in Subsidiary C from a related party, Counterparty A, at a consideration of US$15.5 million, which was settled in June 2022. (iii) evidence of the payment (e.g. bank statements, balance sheet) of the EUR 25,870,000 (in words: Euro twenty-five million eight hundred seventy thousand), receivables have been paid to the Company; and   
(iv) a written confirmation duly signed by the Transferor upon due enquiry with the managing director(s) of the Company stating that the Company and its Business, including, for the avoidance of doubt, the business, operations, assets, liabilities of the Company taken as a whole, or the financial condition or financial performance of the Company taken as a whole, has not been materially adversely changed by any event, circumstance, effect, occurrence or state of affairs arising or occurring after the Signing Date of this Agreement; (b) the Transferee shall deliver to the Transferor: (i) the resolutions passed by its board of directors and/or shareholder(s) approving the purchase of the Transfer Shares from the Transferor and authorizing the execution and delivery by the Transferee of this Agreement and all documents and agreements ancillary or pursuant hereto or in connection herewith; On February 22, 2024, these convertible notes were automatically converted into a total of 2,433,912 Ordinary Shares. In January 2023, Company issued put options to each of Counterparty A and Counterparty B at nil consideration. Pursuant to the put option agreements, each of Counterparty A and Counterparty B will have an option to require Company to purchase the equity interests held by Counterparty A and Counterparty B in Company Advance Technologies Sdn Bhd, the immediate parent of Subsidiary D, between April 1, 2025 and June 30, 2025, at a pre-agreed price. The exercise price will be settled with Ordinary Shares. In November 2022, the former VIE’s subsidiary, Hangzhou Lightning Speed Technology Co., Ltd., or Lightning Speed, entered into an exchangeable note agreement with an investor. Pursuant to the agreement, Lightning Speed is entitled to issue exchangeable notes to obtain financing from the investor. Each tranche of the exchangeable notes is scheduled to mature on the five-year anniversary date of issuance. With the consent of the investor, each tranche of the exchangeable notes is eligible for two extensions, and each extension shall not exceed one year. PIPE Investments In 2023, the Company entered into subscription agreements (the “PIPE Subscription Agreements”) with Subsidiary E, ultimately controlled by Investor A, Investor B, and other investors, pursuant to which Subsidiary E, Investor B, and other investors have committed to subscribe for and purchase the Company’s ordinary shares at \$10.00 per share for an aggregate investment amount of US\$127,500, US\$122,500, and US\$94,713, respectively (“PIPE Investments”). The obligations of the parties to consummate the PIPE Investment are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) all conditions precedent under the Merger Agreement having been satisfied or waived (other than those to be satisfied at the closing of the Business Combination), (ii) the accuracy of representations and warranties in all material respects, (iii) material compliance with covenants; and (iv) all of the consents from, and filings and/or registrations with, applicable governmental authority as required by applicable PRC laws in connection with the PIPE Investors’ outbound direct investment in the Company shall have been duly obtained and completed.