Item 1.01 Entry Into A Material
Definitive Agreement.
The Merger Agreement
On January 31, 2023, L Catterton Asia Acquisition
Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC” or “LCAA”),
Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”
or “Lotus Tech”), Lotus Temp Limited, an exempted company limited by shares incorporated under the laws of the Cayman
Islands and a wholly-owned subsidiary of Lotus Tech (“Merger Sub 1”), and Lotus EV Limited, an exempted company limited
by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Lotus Tech (“Merger Sub 2”)
entered into the Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, (i)
Merger Sub 1 will merge with and into LCAA (the “First Merger”), with LCAA surviving the First Merger as a wholly owned
subsidiary of Lotus Tech (the surviving entity of the First Merger, “Surviving Entity 1”), and (ii) immediately following
the consummation of the First Merger, Surviving Entity 1 will merge with and into Merger Sub 2 (the “Second Merger”,
and together with the First Merger, collectively, the “Mergers”), with Merger Sub 2 surviving the Second Merger as
a wholly owned subsidiary of Lotus Tech ( (the transactions contemplated by the Merger Agreement, including the Mergers, collectively,
the “Business Combination”). Capitalized terms in this summary of the Merger Agreement not otherwise defined herein
shall have the meanings ascribed to them in the Merger Agreement.
The Business Combination
Pursuant to the Merger Agreement, immediately
prior to the effective time of the First Merger (the “First Effective Time”), (i) each of the preferred shares of Lotus
Tech that is issued and outstanding immediately prior to such time shall be re-designated and re-classified into one ordinary share par
value $0.00001 per share, of Lotus Tech (each, a “Company Ordinary Share” and such conversion, the “Preferred
Share Conversion”); (ii) the Sixth Amended and Restated Memorandum and Articles of Association of Lotus Tech (the “Amended
Company Articles”) shall be adopted and become effective; (iii) immediately following the Preferred Share Conversion, certain authorized
but unissued ordinary share of Lotus Tech shall each be re-designated into shares of a par value of US$0.00001 each of such class or classes
(however designated) as the board of directors of Lotus Tech may determine in accordance with the Amended Company Articles (the “Re-designation”);
and (iv) immediately following the Re-designation, (x) each issued Company Ordinary Share shall be recapitalized by way of a repurchase
in exchange for issuance of such number of Company Ordinary Shares equal to the Recapitalization Factor (as defined below) (the “Recapitalization”);
and (y) any options of the Company issued and outstanding shall be adjusted such that each such option shall be exercisable for that number
of Company Ordinary Shares equal to the product of the number of ordinary shares of the Company subject to such option immediately prior
to the Recapitalization multiplied by the Recapitalization Factor, each of (x) and (y) as described further in the Merger Agreement. Actions
set forth in clauses (i) through (iv) above are collectively referred to as the “Capital Restructuring.” The “Recapitalization
Factor” is a number determined by dividing the Price per Share by $10.00. “Price per Share” is defined in
the Merger Agreement as the amount equal to $5,500,000,000 divided by such amount equal to (i) the aggregate number of shares of the Company
(a) that are issued and outstanding immediately prior to the Recapitalization, (b) that are issuable upon the exercise, exchange or conversion
of all options and other equity securities of the Company that are issued and outstanding immediately prior to the Recapitalization (whether
or not then vested or exercisable, as applicable, and subject to certain exclusions) minus (ii) shares of the Company held by the
Company or any of its subsidiaries (if applicable) as treasury shares.
Pursuant to the Merger Agreement, immediately
prior to the First Effective Time, each Class B ordinary share, par value $0.0001 per share, of SPAC (each, a “SPAC Class B Ordinary
Share”) shall be automatically converted into one Class A ordinary share, par value $0.0001 per share, of SPAC (each, a “SPAC
Class A Ordinary Share”, together with SPAC Class B Ordinary Share, collectively, “SPAC Shares”) (such automatic
conversion, the “SPAC Class B Conversion”) and shall no longer be issued and outstanding and shall be cancelled. In
addition, at the First Effective Time: (i) each of SPAC’s units (“Units”) (each consisting of one SPAC Class
A Ordinary Share and one-third of a SPAC Warrant (as defined below)) issued and outstanding immediately prior to the First Effective Time
shall be automatically detached and the holder thereof shall be deemed to hold one SPAC Class A Ordinary Share and one-third of a SPAC
Warrant in accordance with the terms of the applicable Unit (the “Unit Separation”); provided that no fractional SPAC
Warrant shall be issued in connection with the Unit Separation such that if a holder of such Units would be entitled to receive a fractional
SPAC Warrant upon the Unit Separation, the number of SPAC Warrants to be issued to such holder upon the Unit Separation will be rounded
down to the nearest whole number of SPAC Warrants; (ii) immediately following the Unit Separation, each SPAC Class A Ordinary Share (including
SPAC Class A Ordinary Shares (a) issued in connection with the SPAC Class B Conversion and (b) held as a result of the Unit Separation)
and each SPAC Class B Ordinary Share (excluding treasury shares held by SPAC or any of its subsidiaries (if applicable), SPAC Shares that
are held by SPAC shareholders that validly exercise their redemption rights, SPAC Shares that are held by SPAC shareholders that exercise
and perfect their relevant dissenters’ rights) issued and outstanding immediately prior to the First Effective Time shall be cancelled
and cease to exist and each holder thereof shall be entitled to receive one newly issued Company Ordinary Share; and (iii) each warrant
issued by SPAC to acquire SPAC Class A Ordinary Shares (each, a “SPAC Warrant”) (including the SPAC Warrants held a
result of the Unit Separation) outstanding immediately prior to the First Effective Time shall cease to be a warrant with respect to SPAC
Shares and be assumed by the Company and converted into a warrant to purchase one Company Ordinary Share, subject to substantially the
same terms and conditions prior to the First Effective Time.
Pursuant
to the Merger Agreement, (i) at the First Effective Time, each ordinary share, par value US$0.00001 per share, of Merger Sub 1 that is
issued and outstanding immediately prior to the First Effective Time shall remain issued and outstanding and continue existing and constitute
the only issued and outstanding share capital of Surviving Entity 1 and shall not be affected by the First Merger; (ii) at
the Second Effective Time, (a) each ordinary share of Surviving Entity 1 that is issued and
outstanding immediately prior to the Second Effective Time will be automatically cancelled and cease to exist without any payment therefor;
and (b) each ordinary share, par value US$0.00001 per share, of Merger Sub 2 that is issued and outstanding immediately prior to the Second
Effective Time shall remain issued and outstanding and continue existing and constitute the only issued and outstanding share capital
of Surviving Entity 2 and shall not be affected by the Second Merger.
Lotus
Tech Agreements
Concurrently
with the parties’ entry into of the Merger Agreement, (i) a wholly-owned subsidiary of Lotus Tech has entered into a distribution
agreement (the “Distribution Agreement”) with Lotus Cars Limited, the entity carrying out Lotus’s sportscar manufacturing
operations and a indirect wholly-owned subsidiary of Lotus Advance Technologies Sdn Bhd, pursuant to which such wholly-owned subsidiary
of Lotus Tech is appointed the global distributor for Lotus Cars Limited for vehicles, parts and certain tools, and, in connection with
its role as global distributor, will provide after sale services for the vehicles, parts and tools distributed, and (ii) Lotus Tech has
entered into a put option agreement (each, a “Put Option Agreement”) with Geely International (Hong Kong) Limited (“Geely”) and Etika Automotive Sdn Bhd (“Etika”), pursuant
to which each of Geely and Etika will be granted a put option (which can be exercised independently and is not conditioned
upon the exercise of such put option by the other option holder) to require Lotus Tech to purchase at a pre-agreed price, at a future
date and upon satisfaction of certain pre-agreed conditions, the equity interests held by Geely and Etika in Lotus Advance
Technologies Sdn Bhd.
Representations and Warranties
The Merger Agreement contains representations
and warranties of Lotus Tech, its subsidiaries, including Merger Sub 1 and Merger Sub 2, and LCAA, relating to, among other things, their
ability to enter into the Merger Agreement and their outstanding capitalization. In the Merger Agreement, Lotus Tech also made certain
other customary representations and warranties to LCAA, including among others, representations and warranties related to the following:
compliance with laws; tax matters; financial statements; absence of changes; actions; liabilities; material contracts and commitments;
title, properties; intellectual property rights; labor and employee matters; environmental matters; insurance; related party transactions;
and product liabilities.
The representations and warranties are, in certain
cases, subject to specified exceptions and materiality, material adverse effects, knowledge and other qualifications contained in the
Merger Agreement and may be further modified and limited by confidential disclosure letters delivered by each of Lotus Tech and LCAA to
the other concurrently with their entry into the Merger Agreement.
The representations and warranties made in the
Merger Agreement will not survive the consummation of the Mergers.
Covenants
The Merger Agreement includes customary covenants
of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts
to satisfy conditions to the consummation of the Business Combination. The Merger Agreement also contains additional covenants of the
parties, including, among others, (i) a covenant providing for LCAA and Lotus Tech to cooperate in the preparation of the Registration/Proxy
Statement (as defined below) required to be prepared and filed with the U.S. Securities and Exchange Commission (the “SEC”)
in connection with the Mergers; (ii) covenants requiring LCAA to establish a record date for, duly call and give notice of, convene and
hold an extraordinary general meeting of LCAA shareholders as promptly as practicable following the date that the Registration/Proxy Statement
is declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities Act”); (iii) covenants
requiring Lotus Tech to establish a record date for, duly call and give notice of, convene and hold an extraordinary general meeting of
Lotus Tech shareholders as promptly as practicable following the date that the Registration/Proxy Statement is declared effective by the
SEC under the Securities Act; (iv) covenants requiring Lotus Tech to use commercially reasonable efforts to obtain pre-closing financing
with terms reasonably acceptable to LCAA and Lotus Tech (the “Pre-Closing Financing”); (v) covenants requiring Lotus
Tech and LCAA to use commercially reasonable efforts to cooperate for obtaining private investments in public equity in the form of Company
Ordinary Shares pursuant to a subscription or similar agreement executed by certain investors and Lotus Tech after the date hereof (the
“PIPE Financing”); (vi) covenants requiring Lotus Tech to deliver to SPAC copies of Lock-Up Agreements (as defined
below) duly executed by shareholders of Lotus Tech that are not parties to the Shareholder Support Agreement (as defined below), and (vii)
covenants prohibiting LCAA and Lotus Tech from, among other things, soliciting or negotiating with third parties regarding alternative
transactions and agreeing to certain related restrictions and ceasing discussions regarding alternative transactions.
LCAA is also subject to certain covenants with
respect to its efforts to effect an amendment to its organizational documents to extend the deadline to consummate its initial business
combination from March 15, 2023 to June 15, 2023, and then on a month-by-month basis, up to nine times, at the discretion of the board
of LCAA at the request of the Sponsor.
Conditions to the Consummation of the Transaction
Consummation (the “Closing”)
of the Mergers and other transactions contemplated by the Merger Agreement or the other Transaction Documents (as defined in the Merger
Agreement) (the “Transactions”) is subject to customary closing conditions, including approval of the Business Combination
by the shareholders of LCAA and Lotus Tech, respectively. The Merger Agreement also contains other conditions, including, among others:
(i) the Registration/Proxy Statement shall have become effective under the Securities Act and remains in effect; (ii) Lotus Tech’s
listing application with the applicable stock exchange being approved; (iii) LCAA having at least US$5,000,001 of net tangible assets
remaining after taking into account redemptions by LCAA shareholders, (iv) the absence of legal prohibition on consummating the Transactions;
(v) the completion of the Capital Restructuring; (vi) the accuracy of representations and warranties of LCAA and Lotus Tech (subject to
certain materiality standards set forth in the Merger Agreement, from no materiality qualifier to a material adverse effect qualifier);
(vii) the bringdown to Closing of a representation that no material adverse effect has occurred for Lotus Tech; (viii) material compliance
with pre-closing covenants by LCAA and Lotus Tech; (ix) the Distribution Agreement and each of the Put Option Agreements shall continue
to be in full force and effect, and (x) subject to certain conditions, (a) all amounts in the trust account established for the purpose
of holding the net proceeds of LCAA’s initial public offering as of immediately prior to the Closing, plus (b) cash proceeds
that will be funded prior to, concurrently with, or immediately after, the Closing to Lotus Tech in connection with the PIPE Financing,
plus (c) cash proceeds that will be funded to Lotus Tech in connection with the Pre-Closing Financing, minus (d) the aggregate
amount payable to LCAA shareholders that have validly exercised (and not validly revoked, withdrawn or lost) their redemption rights,
in the aggregate equaling no less than $100,000,000 (such condition, the “Minimum Cash Condition”).
Termination
The Merger Agreement may be terminated under customary
and limited circumstances prior to the Closing, including, but not limited to: (i) by mutual written consent of LCAA and Lotus Tech; (ii)
by either LCAA or Lotus Tech if there is a final and nonappealable order issued by any governmental authority prohibiting the Business
Combination; (iii) by Lotus Tech if the board of directors of LCAA (“LCAA Board”) or any committee thereof shall have
failed to include a statement to the effect that LCAA Board has unanimously recommended that LCAA’s shareholders vote in favor of
the Transaction Proposals (as defined in the Merger Agreement) at the duly convened meeting of LCAA shareholders (such statement, the
“LCAA Board Recommendation”) in the Registration/Proxy Statement distributed to LCAA’s shareholders or shall
have withheld, withdrawn, qualified, amended or modified, or publicly proposed or resolved to withhold, withdraw, qualify, amend or modify,
the LCAA Board Recommendation; (iv) by Lotus Tech if LCAA shall have failed to obtain the approval of LCAA shareholders in an extraordinary
general meeting in connection with the amendment to LCAA’s organizational documents to extend the deadline for LCAA to consummate
an initial business combination; (v) by Lotus Tech or LCAA if the Business Combination and other related proposals are not approved by
LCAA’s shareholders at the duly convened meeting of LCAA shareholders; (vi) by LCAA if there is any breach of any representation,
warranty, covenant or agreement on the part of Lotus Tech set forth in the Merger Agreement, such that the conditions to LCAA’s
obligations to effect the Mergers and other Transactions would not be satisfied at the Closing, and such breach cannot be or has not been
cured within 30 days following receipt by Lotus Tech of notice from LCAA of such breach; provided that LCAA shall not have the
right to terminate the Merger Agreement pursuant to this paragraph if it is then in material breach of any of its representations, warranties,
covenants or agreements set forth in the Merger Agreement; (vii) by LCAA if the Business Combination and other related proposals are not
approved by Lotus Tech’s shareholders at the duly convened meeting of the shareholders of Lotus Tech; (viii) by Lotus Tech if there
is any breach of any representation, warranty, covenant or agreement on the part of LCAA set forth in the Merger Agreement, such that
the conditions to Lotus Tech’s obligation to effect the Mergers and other Transactions would not be satisfied at the Closing, and
such breach cannot be or has not been cured within 30 days following receipt by LCAA of notice from Lotus Tech of such breach; provided
that Lotus Tech shall not have the right to terminate the Merger Agreement pursuant to this paragraph if it is then in material breach
of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement; and (ix) by either LCAA or Lotus
Tech if the Business Combination is not consummated on or prior to March 15, 2024.
The Merger Agreement does not provide for any
termination fees, except that (i) Lotus Tech is required to pay to LCAA the expenses LCAA incurred in connection with extending its deadline
to consummate an initial business combination (the “Extension Expenses”) if the Merger Agreement is terminated due
to breach of any representations, warranties, covenants or agreements on the part of Lotus Tech, failure of Lotus Tech to obtain the approval
of its shareholders, or if the Merger Agreement is terminated solely due to Lotus Tech’s unwillingness to unconditionally waive
the non-satisfaction of the Minimum Cash Condition, (ii) LCAA will be solely responsible for the Extension Expenses if the Merger Agreement
is terminated due to breach of any representations, warranties, covenants or agreements on the part of LCAA, or due to a change of recommendation
by the LCAA Board, and (iii) under any other circumstance in which the Merger Agreement is terminated, Lotus Tech and LCAA will each be
responsible for 50% of the Extension Expenses.
The foregoing description of the Merger Agreement
and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger
Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement contains
representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific
dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective
parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger
Agreement. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide
any other factual information about the parties to the Merger Agreement. In particular, the representations, warranties, covenants and
agreements contained in the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specific dates, were
solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations,
warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any
party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement
may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties
and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in LCAA’s
public disclosures.
Other Agreements
Sponsor Support Agreement
Concurrently with the execution of the Merger
Agreement, LCAA, LCA Acquisition Sponsor, LP (“Sponsor”), certain shareholders of LCAA (together with Sponsor, collectively,
the “Founder Shareholders”) and Louts Tech entered into a sponsor support agreement (the “Sponsor Support
Agreement”), pursuant to which each Founder Shareholder has agreed, among other things and subject to the terms and conditions
set forth therein: (i) to vote in favor of the Transactions and the other transaction proposals; (ii) to waive anti-dilution rights it
held in respect of SPAC Class B Shares under the Amended and Restated Memorandum and Articles of Association of LCAA, (iii) to appear
at the extraordinary general meeting for purposes of constituting a quorum, (iv) to vote against any proposals that would materially
impede the Transactions; (v) to appoint Lotus Tech as the Founder Shareholders’ proxy and attorney-in-fact with respect to approval
of the Transactions; (vi) not to redeem any SPAC Shares held by such Founder Shareholder, (vii) not to amend that certain letter agreement
between LCAA, Sponsor and certain other parties thereto, dated as of March 10, 2021, (viii) during the interim period and for a period
following the Closing, not to transfer any SPAC Shares or SPAC Warrants (including any SPAC Shares or SPAC Warrants or any securities
convertible into or exercisable or exchangeable for any SPAC Shares or SPAC Warrants) acquired by such Founder Shareholder, subject to
certain exceptions, including the early-release of SPAC Warrants from post-Closing lock-up as discussed below; and (ix) to unconditionally
and irrevocably waive the dissenters’ rights pursuant to the applicable laws in connection with the Transactions and the Merger
Agreement.
Sponsor also agreed to use commercially reasonable
efforts to (i) cause certain affiliates of Sponsor as may be approved by the Company from time to time to participate in the PIPE Financing,
and (ii) facilitate discussions between the Company, on the one hand, and entities holding brands that may be approved by the Company
from time to time (each, a “Cooperating Entity”) (including, without limitation, in connection with product development,
marketing, customer engagement, retail space, and technology infrastructure development). In connection with the foregoing clause (i),
for every one dollar committed by such affiliates of Sponsor as may be approved by the Company from time to time in the PIPE Financing,
one Company Warrant held by Sponsor immediately after the First Effective Time will not be subject to the lock-up restrictions under the
Sponsor Support Agreement following the Closing.
Some of the SPAC Class B Ordinary Shares held
by Sponsor as of the date of the Sponsor Support Agreement (the “Sponsor Shares”) will be subject to forfeiture and
earn-out restrictions pursuant to the Sponsor Support Agreement. 20% of the Sponsor Shares will be forfeited unless certain affiliates
of Sponsor as may be approved by the Company from time to time participate in the PIPE Financing, and another 10% of the Sponsor Shares
will remain unvested at the Closing and become vested upon the commencement or official announcement of any business collaborations facilitated
by Sponsor or Sponsor’s affiliates between the Company or its applicable affiliates, on the one hand, and any Cooperating Entity,
on the other hand.
In addition, at the request of the Company, Sponsor
will on the Closing Date transfer, directly or indirectly, to one or more shareholders of SPAC up to 5% of the Sponsor Shares as consideration
to induce such shareholder(s) of SPAC to waive its redemption rights (including by having such SPAC shareholder enter into, execute and
deliver a non-redemption agreement) in connection with SPAC shareholders’ approval of the Business Combination (or approval of the
Business Combination and the proposal to extend the deadline by which SPAC must consummate its initial business combination, as mutually
agreed between the Company and SPAC).
The foregoing description of the Sponsor Support
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement,
a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and the terms of which are incorporated by reference
herein.
Shareholder Support Agreement
Concurrently with the execution of the Merger
Agreement, LCAA, Lotus Tech and certain of the shareholders of Lotus Tech entered into a shareholder support agreement (the “Shareholder
Support Agreement”), pursuant to which certain shareholders holding sufficient number, type and classes of the issued and outstanding
shares of Lotus Tech to approve the Transactions have each agreed, among other things and subject to the terms and conditions set forth
therein: (i) to vote in favor of of the Transactions; (ii) to appear at the shareholders’ meeting of Lotus Tech in person or by
proxy for purposes of counting towards a quorum; (iii) to vote against any proposals that would or would be reasonably likely to in any
material respect impede the Transactions; (iv) to appoint Lotus Tech as such shareholder’s proxy and attorney-in-fact with respect
to approval of the Transactions; and (v) during the interim period and for a period following the Closing, not to transfer any Lotus Tech
shares held by such shareholder, subject to certain exceptions;.
The foregoing description of the Shareholder Support
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Shareholder Support Agreement,
a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2 and the terms of which are incorporated by reference
herein.
Form of Registration Rights Agreement
The Merger Agreement contemplates that, at the
Closing, Lotus Tech, LCAA, the Founder Shareholders and potentially certain shareholders of Lotus Tech will enter into a registration
rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, Lotus Tech will agree
to undertake certain resale shelf registration obligations in accordance with the Securities Act and the Founder Shareholders and potentially
certain shareholders of Lotus Tech will be granted customary demand and piggyback registration rights.
The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights
Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.3 and the terms of which are incorporated
by reference herein.
Form of Assignment, Assumption and Amendment Agreement
At the Closing, LCAA, Lotus Tech and Continental
Stock Transfer & Trust Company (“Continental”) will enter into an assignment, assumption and amendment agreement
(the “Assignment, Assumption and Amendment Agreement”) pursuant to which, among other things, LCAA will assign all
of its rights, interests and obligations in its existing warrant agreement with Continental (the “Warrant Agreement”)
to Lotus Tech, and the Warrant Agreement will be amended to change all references to LCAA to Lotus Tech and so that each warrant will
represent the right to receive one whole Company Ordinary Share.
The foregoing description of the Assignment, Assumption
and Amendment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Assignment,
Assumption and Amendment Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.4 and the terms
of which are incorporated by reference herein.
Form of Lock-Up Agreement
Prior to the Closing, Lotus Tech will deliver
or cause to be delivered (or, with respect to certain shareholders of Lotus Tech that are not parties to the Shareholder Support Agreement,
use commercially reasonable efforts to deliver or cause to be delivered) lock-up agreements (each, a “Lock-Up Agreement”)
executed by shareholders of Lotus Tech that are not parties to the Shareholder Support Agreement, pursuant to which, among other things,
each such Lotus Tech shareholder agrees not to transfer, for the period specified in the Lock-Up Agreements, certain Company
Ordinary Shares such Lotus Tech shareholder (as applicable) will hold following the Closing, on the terms and subject to the conditions
set forth in the Lock-Up Agreement.
The foregoing description of the Lock-Up Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreement, a copy of which
is filed with this Current Report on Form 8-K as Exhibit 10.5 and the terms of which are incorporated by reference herein.
Letter Agreement
Concurrently with the execution of the Merger
Agreement, LCAA and Credit Suisse Securities (USA) LLC, in its capacity as the representative of the underwriters in LCAA’s initial
public offering (the “Underwriter”), entered into a letter agreement (the “Letter Agreement”), pursuant
to which, the deferred underwriting fee payable to the Underwriter under the Underwriting Agreement, dated March 10, 2021, between LCAA
and the Underwriter, is amended.
The foregoing description of the Letter Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Letter Agreement, a copy of which
is filed with this Current Report on Form 8-K as Exhibit 10.6 and the terms of which are incorporated by reference herein.