UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of June 2024

Commission File Number: 001-41327

GOGORO INC.

11F, Building C,

No. 225, Section 2, Chang’an E. Rd.

SongShan District, Taipei City 105

Taiwan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

On June 25, 2024, Gogoro Inc. (“Gogoro”) issued a press release announcing that on June 24, 2024, Gogoro has entered into, and consummated certain transactions contemplated by, a subscription agreement (including schedules and exhibits attached thereto, the “Subscription Agreement”) with Castrol Holdings International Limited, a private limited company incorporated in England and Wales (“Castrol Holdings”). Pursuant to the Subscription Agreement, Gogoro has issued and sold to Castrol Holdings, and Castrol Holdings has subscribed for and purchased from Gogoro, in a private placement, 16,887,328 shares (the “Subscribed Shares”) of the ordinary shares of Gogoro, par value US$0.0001 per share (the “Ordinary Shares”), for an aggregate purchase price of US$25,000,000, reflecting a per share purchase price of approximately US$1.4804 (the “Per Share Purchase Price”). Concurrently with the execution of the Subscription Agreement, Gogoro has also entered into a letter agreement (the “Letter Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), in each case with Castrol Holdings.

Gogoro will use the proceeds from the sale of the Subscribed Shares exclusively to fund strategic investments as approved by the board of directors of Gogoro. Gogoro will be prohibited from using such proceeds for any redemptions, dividends or other distributions to any shareholders of Gogoro (other than in accordance with the Letter Agreement).

Upon the closing of the issuance of the Subscribed Shares, Castrol Holdings holds approximately 5.72% of the total issued and outstanding Ordinary Shares.

Pursuant to the Letter Agreement, Gogoro has granted the following rights to Castrol Holdings:

Pursuant to the Registration Rights Agreement, Gogoro has also granted Castrol Holdings certain registration rights with respect to the Subscribed Shares and the Ordinary Shares issuable upon exercise of the Convertible Note (the “Conversion Shares”) under the Securities Act of 1933, as amended (the “Securities Act”).

In addition to the issuance and subscription of the Subscribed Shares, the Subscription Agreement also contemplates that upon the consummation (the “Second Tranche Closing”) of the transactions contemplated by the definitive agreements mutually agreed between the parties in respect of a contemplated electric two-wheeler joint venture between Gogoro and Castrol Holdings (the “Strategic Partnership”), Gogoro and Castrol Holdings will enter into a convertible note purchase agreement in substantially the form attached as Exhibit C to the Subscription Agreement (the “Note Purchase Agreement”), pursuant to which Gogoro will issue and sell to Castrol Holdings, and Castrol Holdings will purchase from Gogoro, a convertible note in substantially the form attached as Exhibit D to the Subscription Agreement in the principal amount of US$25,000,000 (the “Convertible Note”). The Note Purchase Agreement will contain representations, warranties and covenants substantially similar to the Subscription Agreement.

The Second Tranche Closing is subject to the parties’ agreeing to and signing of the definitive agreements with respect to the Strategic Partnership and the consummation of the transactions contemplated thereby. Therefore, there is no assurance as to whether or when the Second Tranche Closing will occur.

If the Second Tranche Closing occurs, the parties will sign the Note Purchase Agreement and Gogoro will issue the Convertible Note to Castrol Holdings for an aggregate purchase price of US$25,000,000 pursuant to the Note Purchase Agreement. The Convertible Note, if issued, will contain the following key terms:

None of the Subscribed Shares, the Convertible Note or the Conversion Shares have been registered under the Securities Act, and the issuance and sale of the Subscribed Shares, the Convertible Note or the Conversion Shares by Gogoro have been or will be made (as the case may be) pursuant to one or more exemptions from registration under the Securities Act.

A copy of the Subscription Agreement (including a form of the Note Purchase Agreement attached thereto as Exhibit C and a form of the Convertible Note attached thereto as Exhibit D) is attached as Exhibit 10.1 to this Report of Foreign Private Issuer. A copy of the Letter Agreement and the Registration Rights Agreement is attached as Exhibit 10.2 and Exhibit 10.3 to this Report of Foreign Private Issuer, respectively. The above description of the Subscription Agreement, the Letter Agreement, the Registration Rights Agreement, the Note Purchase Agreement and the Convertible Note (collectively, the “Relevant Documents”) does not purport to be complete and is qualified in its entirety by reference to the full text of the Relevant Documents attached as exhibits hereto.

The representations, warranties and covenants contained in the Relevant Documents were made solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, copies of the Relevant Documents are furnished herewith only to provide investors with information regarding the terms of the Relevant Documents, and not to provide investors with any other factual information regarding Gogoro or its business, and should be read in conjunction with the disclosures in Gogoro’s periodic reports and other filings with the Securities and Exchange Commission.

Closing of Gold Sino Investment

Gogoro recently closed the previously announced transaction with Gold Sino Assets Limited (“Gold Sino”) pursuant to the share and warrant repurchase agreement, dated May 31, 2024, by and between Gogoro and Gold Sino (the “Purchase Agreement”). Pursuant to the Purchase Agreement, upon the closing, Gogoro issued to Gold Sino (i) 32,516,095 Ordinary Shares for an aggregate purchase price of US$50,000,000 and (ii) a warrant to purchase 10,838,698 Ordinary Shares of Gogoro at US$1.6915 per share (subject to certain adjustments as set forth therein).

Forward Looking Statements

This communication contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements generally relate to future events or Gogoro’s future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Gogoro’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this communication include, but are not limited to, the potential use of the proceeds, the potential signing and/or closing of the definitive agreements in respect of a contemplated electric two-wheeler joint venture, the potential signing of the Note Purchase Agreement by the parties, the potential issuance of the Convertible Note and the Conversion Shares, the Second Tranche Closing, and the growth prospects of Gogoro. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond Gogoro’s control, which may cause Gogoro’s actual results, performance or achievements to differ materially from those in the forward-looking statements. The forward looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in Gogoro’s filings with the Securities and Exchange Commission (“SEC”), including Gogoro’s Form 20-F for the year ended December 31, 2023, which was filed on March 29, 2024 and its subsequent filings with the SEC, copies of which are available on our website and on the SEC’s website at www.sec.gov. All information contained in this communication is based on information available to Gogoro as of the date hereof, and Gogoro disclaims any obligation to update any such information, except as required by law.

This Form 6-K and Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this Form 6-K shall be deemed to be filed with the Securities and Exchange Commission and incorporated by reference into Gogoro’s registration statement on Form F-3 (File No. 333-264619), and shall be a part thereof, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 10.1

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 24, 2024, by and between Gogoro Inc., a Cayman Islands exempted company (the “Company”), and Castrol Holdings International Limited, a private limited company incorporated in England and Wales (“Subscriber”). Each of the parties to this Subscription Agreement shall be referred to individually herein as a “Party” and, collectively, as the “Parties”.

WHEREAS, Subscriber desires to subscribe for and purchase from the Company, and the Company desires to issue and sell to Subscriber, 16,887,328 shares (the “Subscribed Shares”) of the ordinary shares of the Company, par value US$0.0001 per share (the “Ordinary Shares”), at a price of US$1.4804 per share (the “Per Share Purchase Price”), for an aggregate purchase price of US$25,000,000 (the “Purchase Price”);

WHEREAS, concurrently with the execution and delivery of this Subscription Agreement, the Parties will enter into that certain Registration Rights Agreement, in substantially the form attached hereto as Exhibit A (the “Registration Rights Agreement”), providing for the Company’s grant to Subscriber of certain registration rights with respect to the Subscribed Shares on the terms and conditions set forth therein;

WHEREAS, concurrently with the execution and delivery of this Subscription Agreement, the Parties will enter into that certain Letter Agreement, in substantially the form attached hereto as Exhibit B (the “Letter Agreement” and together with the Registration Rights Agreement, the “Ancillary Agreements”), providing for, among other things, the Company’s grant to Subscriber of the right, but not the obligation, to require the Company to repurchase all (or any portion of) the Subscribed Shares on the terms and conditions set forth therein; and

WHEREAS, the Company and Subscriber desire to set forth certain agreements herein in relation to, among others, the subscription of the Subscribed Shares.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby irrevocably agrees to issue and sell to Subscriber, the Subscribed Shares (such subscription, the “Subscription”) in consideration for the payment of the Purchase Price.

2. Closing. The closing of the Subscription (the “Closing”) shall occur on the date hereof (the “Closing Date”) concurrently with the execution and delivery of this Subscription Agreement, the Registration Rights Agreement and the Letter Agreement. The Closing shall be conducted remotely via the electronic exchange of documents and signatures.

3. Closing Deliverables. At the Closing:

(a) the Company shall deliver to Subscriber (i) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under state or federal securities laws), in the name of Subscriber, (ii) an opinion, dated as of the Closing, of Walkers, Cayman Islands counsel for the Company, in substantially the form as set forth in Exhibit E attached hereto, (iii) an opinion, dated as of the Closing, of Simpson Thacher & Bartlett LLP, U.S. counsel for the Company, in substantially the form as set forth in Exhibit F attached hereto, (iv) evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date, being a copy of the records of the Company legally recording Subscriber as the owner of the Subscribed Shares, in substantially the form set forth in Exhibit G attached hereto, and (v) a copy of duly executed written resolutions of the board of directors of the Company (or minutes of a meeting of the board of directors) approving the Subscription and entry into this Subscription Agreement, the Registration Rights Agreement and the Letter Agreement; and

(b) concurrently with the delivery of the Subscribed Shares, Subscriber shall pay (or cause one of its affiliates to pay) the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company prior to the date hereof.

4. Use of Proceeds. The Company shall use the proceeds from the Subscription exclusively to fund strategic investments as approved by the board of directors of the Company from time to time so long as such investments are within the scope of the business of the Company conducted as of the date hereof (which, for the avoidance of doubt, shall be consistent with the current scope of the business of the Company as described in the Company’s most recently filed Annual Report on Form 20-F); provided that, for the avoidance of doubt, the Company shall not use the proceeds of this Subscription for any redemptions, dividends or other distributions to any shareholders of the Company (other than in accordance with the terms the Letter Agreement).

5. Convertible Note. Concurrently with the Second Tranche Closing (as defined in the Letter Agreement), the Parties shall enter into that certain convertible note purchase agreement, in substantially the form attached hereto as Exhibit C (the “Note Purchase Agreement”), pursuant to which, subject to the terms and conditions set forth in the Note Purchase Agreement, the Company shall issue and sell to Subscriber, and Subscriber shall purchase from the Company, that certain convertible note, in substantially the form attached hereto as Exhibit D (the “Convertible Note”).

6. Company Representations and Warranties. The Company represents and warrants to Subscriber that, except as (i) disclosed in the disclosure schedule delivered by the Company to Subscriber on the date hereof and (ii) publicly disclosed in the Company’s reports, statements and other documents filed or furnished (as applicable) by it with the Commission under the Exchange Act and the Securities Act since April 5, 2022 (the “Company Reports”) (excluding any such disclosures contained in the “Risk Factors” and “Forward-Looking Statements” sections thereof, any other forward-looking statements or any other disclosures of risks or uncertainties that are non-specific, of general application, predictive, cautionary or forward-looking in nature as may be set forth therein prior to the date hereof, in each case, other than any specific factual information contained therein); provided, that the applicability of any such disclosure to any particular representation or warranty must be reasonably apparent on its face:

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(a) The Company (i) is duly organized, validly existing and in good standing under the laws of the Cayman Islands, (ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and as shall be conducted following the Subscription and to perform its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this Subscription Agreement, a “Company Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Company and its Subsidiaries, taken individually or together as a whole (on a consolidated basis), that would be reasonably expected to have a material adverse effect on the Company’s business, properties, financial condition, shareholders’ equity or results of operations or materially affects the validity of the Subscribed Shares or the legal authority or ability of the Company to consummate the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares; provided, however, that, with respect to Section 6(a)(iii), no changes resulting from, relating to or arising out of the following shall be deemed to be or constitute a Company Material Adverse Effect: (A) general economic, financial, trade or political conditions in the United States or Taiwan or any other jurisdiction in which the Company has substantial business or operations (including any changes arising out of acts of terrorism, war, government, epidemic, weather conditions or other force majeure events) to the extent that such conditions do not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, compared to other participants in the industries in which the Company and its Subsidiaries conduct their businesses; or (B) changes in Applicable Laws, generally accepted accounting principles in the United States or International Financial Reporting Standards after the date of this Subscription Agreement.

(b) As of the Closing Date, the Subscribed Shares will have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement and the memorandum and articles of association of the Company (as amended from time to time) and following the updates to the register of members of the Company in respect of such Subscribed Shares in accordance with the Companies Act (as revised) of the Cayman Islands (the “Companies Act”), the Subscribed Shares will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other than those arising under this Subscription Agreement or any Applicable Laws) and will not have been issued in violation of, or subject to any preemptive or similar rights created under, the Company’s memorandum and articles of association (as amended from time to time) or under the Companies Act.

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(c) This Subscription Agreement and each Ancillary Agreement has been duly authorized, executed and delivered by the Company, and assuming the due authorization, execution and delivery of the same by Subscriber, this Subscription Agreement and each of the Ancillary Agreements shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.

(d) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 7 in all material respects, the execution and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will be done in accordance with the rules of the Nasdaq marketplace and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of: (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject; (ii) the organizational documents of the Company; or (iii) any national or international laws, treaties, statutes, decrees, edicts, codes, ordinances and regulations or any judgments, orders, decisions, rules or regulations (including, but not limited to, as amended or replaced from time to time, “Applicable Law”) of any local, municipal, state, territorial, provincial, national, or federal court, tribunal, arbitrator or any governmental or regulatory agency, authority or body, domestic or foreign (“Governmental Authority”), having jurisdiction over the Company or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(e) Assuming the accuracy of Subscriber’s representations and warranties set forth in Sections 7(d) through 7(e), no registration under the Securities Act of 1933, as amended (the “Securities Act”), and no registration or qualification under any applicable state or foreign securities laws is required for the offer and sale of the Subscribed Shares by the Company to Subscriber in the manner contemplated by this Subscription Agreement.

(f) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 7 in all material respects, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any natural person, corporation, limited liability company, association, joint venture, partnership, Governmental Authority, self-regulatory organization (including the Nasdaq) or other entity (“Person”) in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares), other than (i) filings required by applicable state securities laws, (ii) other required filings with the Securities and Exchange Commission (the “Commission”) relating to the Subscription, (iii) those required by the Nasdaq, including with respect to obtaining stockholder approval, if applicable, and (iv) those consents, waivers, authorizations, orders, notices, filings, registrations, the failure of which to obtain, give or make would not reasonably be expected to have a Company Material Adverse Effect.

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(g) Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares. The Subscribed Shares are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(h) The Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition, or provision of: (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject; (ii) the organizational documents of the Company; or (iii) any Applicable Law of any Governmental Authority having jurisdiction over the Company or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Company Material Adverse Effect.

(i) The Company is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Subscribed Shares.

(j) As of the Closing Date, the authorized share capital of the Company is US$50,000 divided into 450,000,000 Ordinary Shares of the Company, par value US$0.0001 each, of which 278,179,525 are issued and outstanding (without taking into account the issuance of the Subscribed Shares), and 50,000,000 preference shares of a nominal or par value of US$0.0001 each, of which none are issued and outstanding. 110,531,695 Ordinary Shares of the Company are issuable upon the exercise of outstanding warrants to purchase Ordinary Shares. The issued and outstanding equity securities of the Company: (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with Applicable Law and all requirements set forth in (A) the organizational documents of the Company, and (B) any other applicable contracts governing the issuance of such equity securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any Applicable Law, the organizational documents of the Company or any contract to which the Company is a party or otherwise bound; and (iv) are free and clear of any liens imposed by the Company (other than restrictions arising under Applicable Law and the Company’s organizational documents). There are no outstanding contracts, agreements or other arrangements or instruments of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which any holder of capital stock of the Company have the right to vote. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company, other than as may be set forth in the Letter Agreement. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or other arrangement or instrument with respect to the voting of any capital stock of the Company.

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(k) Material Contracts.

(A) contains covenants (I) that prohibit or materially restrain the ability of the Company or any of its Subsidiaries or Subscriber or any of its affiliates to compete, to conduct any business or line of business, to provide services or products to any Person in any geographic area, or (II) with “most favored nation” terms and conditions (including with respect to pricing and discounts) granted by the Company that would materially affect the Company or any of its Subsidiaries or Subscriber or any of its affiliates;

(B) requires or restricts the payment of dividends, distributions in respect of any capital stock of the Company or the repurchase or redemption of any capital stock of the Company;

(C) provides for the incurrence, guarantee or assumption of third party indebtedness for borrowed money in excess of $10,000,000, other than advancement of expenses to directors, officers or employees in the ordinary course of business;

(D) provides for the acquisition or disposition of any assets of the Company that are material to the Company and its Subsidiaries, taken as a whole, except within the ordinary course of business;

(E) provides for any strategic alliance, joint venture or similar profit-sharing relationship with any Person that is material to the Company and its Subsidiaries, taken as a whole;

(F) is with any Governmental Authority that is material to the Company and its Subsidiaries, taken as a whole;

(G) is with any record or, to the knowledge of the Company, director or beneficial owner of five percent (5%) or more of the voting securities of the Company, or, to the knowledge of the Company, “affiliate” (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) or members of any of their “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or beneficial owner, and is material to the Company and its Subsidiaries, taken as a whole;

(H) provides for the lease for real or personal property with aggregate annual rental payments in excess of $10,000,000 in the fiscal year ending December 31, 2024;

(I) involves the settlement of any claim, action or proceeding or threatened claim, action or proceeding involving payments after the date of this Subscription Agreement in excess of $10,000,000; or

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(J) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act) (each such contract referred to in this Section 6(k)i, a “Material Contract”).

(l) The Company, its Subsidiaries, and their respective directors and officers and, to the knowledge of the Company, their respective employees and agents, are in compliance in all material respects with all Applicable Laws (including all Applicable Laws regarding health, safety, security and environment) of any Governmental Authority. The Company has not received any written communication from any Governmental Authority that alleges that the Company is not in compliance with or is in default or violation of any Applicable Law.

(m) Neither the Company nor any of its Subsidiaries is subject to tax in any jurisdiction other than (i) the Company’s or any such Subsidiary’s jurisdiction of incorporation or formation and (ii) any jurisdiction in which the Company or such Subsidiary holds assets or conducts businesses.

(n) The Company, its Subsidiaries, and their respective directors and officers and, to the knowledge of the Company, their respective employees and agents, are in compliance, and since January 1, 2019 have been in compliance with all economic or financial sanctions and export controls administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. State Department, the U.S. Commerce Department, any other Governmental Authority of the U.S. government, the United Nations, the European Union or any member state thereof, and the United Kingdom (“Sanctions”) and the Company and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to promote and achieve compliance with applicable Sanctions.

(o) Neither the Company nor its Subsidiaries is or is wholly owned or controlled by (i) any Person named on OFAC’s List of Specially Designated Nationals and Blocked Persons, the EU Consolidated List, the list of Financial Sanctions Targets maintained by His Majesty’s Treasury, or on any list of restricted parties issued under Sanctions; that is, or is part of, a government of any country or other territory targeted by a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Subscription Agreement, include the Crimea region, the separatist-controlled portions of the Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea and Syria (collectively, “Sanctioned Territories”); wholly owned or controlled by, or acting on behalf of, any of the foregoing; resident in, located in or operating from a Sanctioned Territory; or otherwise targeted under any Sanctions (collectively, “Sanctioned Person”), or (ii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank.

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(p) No officer or director of the Company or any of its Subsidiaries, nor to the knowledge of the Company, any employee, agent, representative or affiliate of any such Person is a Sanctioned Person. Neither the Company nor its Subsidiaries has, since January 1, 2019, knowingly entered into any agreement, transaction, or dealing with or for the benefit of any Sanctioned Person (or involving any property thereof) or involving any Sanctioned Territory.

(q) The Company, its Subsidiaries and affiliates, their respective directors and officers, and to the best of the Company’s knowledge, their respective agents and employees have conducted their business in compliance with all Applicable Laws, rules, regulations, or other applicable legally binding measures of any jurisdiction that relates to bribery or corruption (“Anti-Bribery Law”), money laundering and, to the extent applicable, the Uyghur Forced Labor Prevention Act (“UFLPA”), and the Company and its Subsidiaries have instituted and maintain policies and procedures designed to achieve, and which are reasonably expected to continue to achieve, compliance therewith.

(r) Neither the Company nor its Subsidiaries has been the subject of any investigation, enquiry or enforcement proceeding by any Governmental Authority regarding any violation or alleged violation of Sanctions, Anti-Bribery Law, anti-money laundering laws, or the UFLPA, and no such investigation, enquiry or proceeding is pending or has been threatened, and, to the Company’s knowledge, there are no circumstances reasonably likely to give rise to any such investigation, enquiry or proceeding.

(s) All of the issued and outstanding Ordinary Shares have been registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are listed for trading on the Nasdaq. The Company currently qualifies as a “foreign private issuer” as such the term is defined in Rule 3b-4(c) under the Exchange Act. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by the Nasdaq or the Commission with respect to any intention by such entity to deregister the Ordinary Shares, or prohibit or terminate the listing of the Ordinary Shares, on the Nasdaq. The Company has taken no action that is designed to terminate the registration of the Ordinary Shares under the Exchange Act.

(t) Company Reports; Financial Statements.

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(u) Litigation. There is no action, cause of action, claim, demand, litigation, suit, investigation, judgment, writ or decree by any Governmental Authority, review, grievance, citation, summons, subpoena, inquiry, audit, hearing, originating application to a tribunal, arbitration or other similar proceeding of any nature, civil, criminal, regulatory, administrative or otherwise, whether in equity or at law, in contract, in tort or otherwise (a “Proceeding”) pending, or to the knowledge of the Company, threatened, that would reasonably be expected to have a Company Material Adverse Effect, (i) against or by the Company or any of its Subsidiaries, or (ii) against or by any officer or director of the Company or any of its Subsidiaries arising out of their employment or service to the Company or any of its Subsidiaries.

(v) Intellectual Property.

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(w) Accuracy of Representations. The Company understands that Subscriber is entering into the transactions contemplated by this Subscription Agreement (including the Subscription) in reliance, and will rely, upon the truth and accuracy of the foregoing representations and warranties, acknowledgements and agreements in this Section 6.

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7. Subscriber Representations and Warranties. Subscriber represents and warrants to the Company that:

(a) Subscriber (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement.

(b) This Subscription Agreement and each Ancillary Agreement has been duly executed and delivered by Subscriber, and assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement and each of the Ancillary Agreements shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.

(c) Assuming the accuracy of the Company’s representations and warranties of set forth in Section 6 in all material respects, the execution and delivery of this Subscription Agreement, the purchase of the Subscribed Shares and the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any material indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) the organizational documents of Subscriber (if any); or (iii) any Applicable Law of any Governmental Authority having jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have, individually or in the aggregate, a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.

(d) Subscriber (i) (A) is an institutional “accredited investor” (within the meaning of Rule 501 under the Securities Act), or (B) understands that the sale of the Subscribed Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”), and acknowledges and agrees that he, she or it is not a U.S. Person (as defined in Regulation S) or a United States person (as defined in Section 7701(a)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)), is acquiring the Subscribed Shares in an offshore transaction in reliance on Regulation S, and has received all the information that it considers necessary and appropriate to decide whether to acquire the Subscribed Shares hereunder, (ii) is acquiring the Subscribed Shares only for its own account and not for the account of others, or if Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Shares, unless such newly formed entity is an entity in which all of the equity owners are “accredited investors” (within the meaning of Rule 501(a) under the Securities Act).

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(e) Subscriber understands that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act. Subscriber understands that the Subscribed Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Company or a Subsidiary thereof, (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act (including, without limitation, a private resale pursuant to the so-called “Section 4(a)(1¹/₂)” or to a non-U.S. person pursuant to an offer or sale that occurred outside the United States within the meaning of Regulation S under the Securities Act), or (iii) an ordinary course pledge such as a broker lien over account property generally and, in each of cases (i)-(iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and as a result of these transfer restrictions, Subscriber may not be able to readily resell the Subscribed Shares and may be required to bear the financial risk of an investment in the Subscribed Shares for an indefinite period of time. Subscriber acknowledges and agrees that the Subscribed Shares will not be guaranteed to be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the Closing Date. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Shares. Subscriber acknowledges and agrees that, at the time of issuance, the certificate or book entry position representing the Subscribed Shares will bear or reflect, as applicable, a legend substantially similar to the following:

“THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) TO THE COMPANY, OR (IV) PURSUANT TO AN ORDINARY COURSE PLEDGE SUCH AS A BROKER LIEN OF ACCOUNT PROPERTY GENERALLY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”

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(f) Subscriber understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to Subscriber by the Company, any of the Company’s affiliates or any control Persons, officers, directors, employees, partners, agents or representatives or any other Person, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company set forth in this Subscription Agreement.

(g) In making its decision to purchase the Subscribed Shares, Subscriber has (i) conducted its own investigation of the Company and the Subscribed Shares; (ii) had access to, and an adequate opportunity to review, financial and other information as it deems necessary to make its decision to purchase the Subscribed Shares; (iii) been offered the opportunity to ask questions of the Company and received answers thereto, including on the financial information, as it deemed necessary in connection with its decision to purchase the Subscribed Shares; and (iv) made its own assessment and satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Subscribed Shares.

(h) Subscriber acknowledges that it is able to fend for itself and is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and Subscriber has been offered the opportunity to ask questions of the Company and received answers thereto, including on the financial information, as Subscriber deemed necessary in connection with its decision to purchase the Subscribed Shares, and has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Subscribed Shares. Subscriber has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined that the Subscribed Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risks of its prospective investment and can afford the complete loss of such investment.

(i) Subscriber understands and acknowledges that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares or made any findings or determination as to the fairness of this investment.

(j) Subscriber is not (i) a Person named on any OFAC List, or a Person prohibited by any Sanctions, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber further represents and warrants that the funds held by Subscriber are not derived from illegal activities.

(k) Subscriber is not controlled by (i) a Sanctioned Person, or (ii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank.

(l) Subscriber is not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code.

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(m) As of the date hereof, Subscriber is not a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) acting for the purpose of acquiring, holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(n) No broker, finder or other financial consultant is acting on Subscriber’s behalf in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability of the Company for the payment of any fees, costs, expenses or commissions.

(o) Subscriber understands that the Company is entering into the transactions contemplated by this Subscription Agreement (including the Subscription) in reliance, and will rely, upon the truth and accuracy of the foregoing representations and warranties, acknowledgements and agreements in this Section 7.

8. Covenants.

(a) Listing. So long as Subscriber holds any of the Subscribed Shares issued to Subscriber at the Closing, the Company shall (i) use its commercially reasonable efforts to (A) promptly secure and maintain the listing on Nasdaq of all of the Subscribed Shares, and (B) maintain the listing or authorization for quotation (as the case may be) of the Ordinary Shares on the Nasdaq Global Market or the Nasdaq Global Select Market, and (ii) not take any action which would be reasonably expected to result in the delisting or suspension of the Ordinary Shares on the Nasdaq Global Market or the Nasdaq Global Select Market. Notwithstanding anything to the contrary in this Section 8(a), nothing in this Section 8(a) shall prohibit or restrict the Company from any discussion, negotiation, execution, implementation or consummation of any take-private transaction or any activity in furtherance thereof or incidental thereto; provided, that no delisting shall be effected in connection with a potential take-private transaction except in connection with the consummation thereof.

(b) Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Subscription Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby shall be paid by the Party incurring such cost or expense.

(c) Survival Period. All of the agreements, covenants, representations and warranties made by each Party in this Subscription Agreement shall survive the Closing.

9. Termination.

(a) This Subscription Agreement may be terminated by mutual written agreement of the Parties.

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(b) Effect of Termination. If this Subscription Agreement is terminated as permitted by Section 9(a), this Subscription Agreement shall become null and void and of no further force or effect; provided that nothing herein shall relieve any Party from any liability or obligation for any willful breach of this Subscription Agreement or fraud that occurred prior to such termination.

10. Miscellaneous.

(a) All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent, if sent by electronic mail or facsimile (if provided), during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, and in each such case upon confirmation of receipt by the intended recipient or when sent with no undeliverable email or other undeliverable or rejection notice, (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) five (5) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 10(a). A courtesy electronic copy of any notice sent by methods (i), (iii) or (iv) above shall also be sent to the recipient via electronic mail if provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 10(a). For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the United Kingdom, New York, or Taiwan are authorized or required by Applicable Law to be closed for business.

(b) Each of the Company and Subscriber is irrevocably authorized to produce this Subscription Agreement and each of the Ancillary Agreements or a copy hereof or thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

(c) Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares acquired hereunder), if any, may be transferred or assigned except as provided in the two succeeding sentences. Neither this Subscription Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned. Notwithstanding the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates or, with the Company’s prior written consent, to another Person, in connection with a transfer of the Subscribed Shares to such Person, provided that no such assignment shall relieve Subscriber of its obligations hereunder if any such assignee fails to perform such obligations, unless the Company has given its prior written consent to such relief.

(d) This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by each of the Parties.

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(e) This Subscription Agreement (including the exhibits or schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the Parties, with respect to the subject matter hereof. Except as set forth in this Section 10(e), Section 10(f) and Section 10(i) with respect to the Persons specifically referenced therein, this Subscription Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective permitted successors and assigns, and the Parties acknowledge that such Persons so referenced are third party beneficiaries of the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to such provisions.

(f) Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the Parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(g) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(h) This Subscription Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all Parties had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(i) This Subscription Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(j) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Subscription 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 Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such Party is entitled at law, in equity, in contract, in tort or otherwise.

(k) This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, Proceeding, hearing, audit, investigation or reviews by or before any Governmental Authority related hereto), including matters of validity, construction, effect, performance and remedies.

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(l) EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.

(m) Each of the Parties (including any Person asserting rights as a third party beneficiary) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court sitting in Wilmington, Delaware), for the purposes of any suits, proceedings, claim, demand, action or cause of action arising out of or relating to this Subscription Agreement, and irrevocably and unconditionally waives any objection to the laying of venue of any such suits, proceedings, claim, demand, action or cause of action in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suits, proceedings, claim, demand, action or cause of action has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, proceeding, claim, demand, action or cause of action against such Party (i) arising under this Subscription Agreement, or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Subscription Agreement, (A) any claim that such Party is not personally subject to the jurisdiction of the courts as described in this Section 10(m) for any reason, (B) that such Party or such Party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (C) that (I) the suit, proceeding, claim, demand, action or cause of action in any such court is brought against such Party in an inconvenient forum, (II) the venue of such suit, proceeding, claim, demand, action or cause of action against such Party is improper, or (III) this Subscription Agreement, or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth in Section 10(a) shall be effective service of process for any such suit, proceeding, claim, demand, action or cause of action.

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(n) This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought against the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party.

(o) The Company may issue one or more press releases and filings by the Company with the Commission a Current Report on Form 6-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby, the Subscription or any other material, nonpublic information that the Company or any Person acting on behalf of or at the direction of the Company, has provided to Subscriber at any time prior to the filing of the Disclosure Document. For the avoidance of doubt, the Company may not publicly make reference to Subscriber or any of its affiliates in connection with this Subscription Agreement or the transactions contemplated hereby or in any other promotional materials, media or similar circumstances, except as required by Applicable Law or at the request of the staff of the Commission or other regulatory agency or otherwise with the prior written consent of Subscriber (such consent to not be unreasonably withheld).

(p) From and after the issuance of the Disclosure Document, to the Company’s knowledge, Subscriber shall not be in possession of any material, non-public information received from the Company or any Person acting on behalf of or at the direction of the Company. Except with the express written consent of Subscriber and unless prior thereto Subscriber shall have executed a written agreement regarding the confidentiality and use of such information, the Company shall not, and the Company shall cause any Person acting on behalf of or at the direction of the Company not to, provide Subscriber with any material, non-public information regarding the Company or the Subscription from and after the filing of the Disclosure Document; provided, however, that the foregoing will not apply to any contractual information rights that Subscriber may have with the Company under a separate agreement (including the Letter Agreement), except to the extent that, if the Company would be providing material, non-public information to Subscriber under separate contracts Subscriber and the Company may have (including the Letter Agreement), the Company will use commercially reasonable efforts to cooperate with any reasonable written request of Subscriber to avoid the disclosure of such material, non-public information to Subscriber (and (i) the Company’s provision of any information pursuant to the request of Subscriber for such information shall not be deemed a breach by the Company of this subsection (p), and (ii) the Company’s withholding of any information pursuant a request of Subscriber shall, notwithstanding anything to the contrary in any such separate agreement (including the Letter Agreement), not be deemed a breach by the Company of its obligations to provide such information under such separate agreement (including the Letter Agreement)).

(q) No delay or omission to exercise, or failure to assert, any right, power or privilege of any Party under this Subscription Agreement shall impair any such right, power or privilege of such Party, nor shall it constitute, or be construed to be, a waiver of any such right, power or privilege. No single or partial exercise of any rights under this Subscription Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

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(r) For the purposes hereof: (i) words in the singular shall be construed to mean the plural and vice versa and words of one gender shall be construed to mean all other genders (including the neutral gender) as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Subscription Agreement as a whole (including the articles, sections or exhibits) and not to any particular provision of this Subscription Agreement, and Article, Section or Exhibit references are to the Article, Section or Exhibit to this Subscription Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Subscription Agreement shall be deemed to be followed by the words “without limitation”; (iv) the words “or”, “any”, “neither”, “nor” or “either” shall not be exclusive; (v) all references to “US$”, “$” and dollars shall be deemed to refer to United States currency, unless otherwise specifically provided; (vi) if the last day for the giving of any notice or the performance of any act required or permitted under this Subscription Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; and (vii) references herein to any Applicable Law shall be deemed to refer to such Applicable Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder.

(s) With regard to each and every term and condition of this Subscription Agreement, the Parties acknowledge and agree that the same have or has been mutually and fairly negotiated, prepared and drafted at arms’ length and that the final terms of this Subscription Agreement are the product of the Parties’ negotiations, and if at any time this Subscription Agreement or any such terms or conditions are required to interpreted or construed in accordance with the terms herein, no consideration will be given to the Party which actually prepared, drafted or requested any term or condition of this Subscription Agreement. Each Party agrees that this Subscription Agreement has been purposefully drawn, jointly and equally drafted and correctly reflects each Party’s understanding of the transactions contemplated by this Subscription Agreement.

[Signature pages follow.]

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IN WITNESS WHEREOF, each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date first set forth above.

[Signature Page to Subscription Agreement]

[Signature Page to Subscription Agreement]

EXHIBIT A

Form of Registration Rights Agreement

[See attached.]

EXHIBIT B

Form of Letter Agreement

[See attached.]

EXHIBIT C

Form of Note Purchase Agreement

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into on [•] by and between Gogoro Inc., a Cayman Islands exempted company (the “Company”), and Castrol Holdings International Limited, a private limited company incorporated in England and Wales (“Purchaser”). Each of the parties to this Agreement shall be referred to individually herein as a “Party” and, collectively, as the “Parties”.

WHEREAS, Purchaser and the Company entered into that certain (i) Subscription Agreement (the “Subscription Agreement”) and (ii) Letter Agreement (the “Letter Agreement”), each dated as of June 24, 2024, pursuant to which the Parties have agreed to enter into this Agreement concurrently with the Second Tranche Closing (as defined in the Letter Agreement);

WHEREAS, Purchaser desires to purchase from the Company, and the Company desires to issue and sell to Purchaser, the Convertible Note, due [•], in substantially the form attached hereto as Exhibit A (the “Note” and together with this Agreement, the “Transaction Documents”) and to be issued in accordance with the terms and conditions set forth therein, in the aggregate principal amount of US$25,000,000 (the “Purchase Price”); and

WHEREAS, the Company and Purchaser desire to set forth certain agreements herein in relation to, among others, the purchase of the Note.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Purchase of Note. Subject to the terms and conditions hereof, at the Closing (as defined below), Purchaser hereby irrevocably agrees to purchase from the Company, and the Company hereby irrevocably agrees to issue and sell to Purchaser, the Note (such purchase, the “Note Purchase”) in consideration for the payment of the Purchase Price.

2. Closing. The closing of the Note Purchase (the “Closing”) shall occur on the date hereof (the “Closing Date”) concurrently with the execution and delivery of this Agreement and the Note. The Closing shall be conducted remotely via the electronic exchange of documents and signatures.

3. Closing Deliverables. At the Closing:

(a) the Company shall deliver to Purchaser (i) the Note duly executed by the Company in the aggregate principal amount equal to the Purchase Price, (ii) an opinion, dated as of the Closing, of Walkers, Cayman Islands counsel for the Company, in substantially the form as set forth in Exhibit B attached hereto, (iii) an opinion, dated as of the Closing, of Simpson Thacher & Bartlett LLP, U.S. counsel for the Company, in substantially the form as set forth in Exhibit C attached hereto and (iv) a copy of duly executed written resolutions of the board of directors of the Company (or minutes of a meeting of the board of directors) approving the Note Purchase and entry into this Agreement and the Note; and

(b) concurrently with the delivery of the Note, Purchaser shall (i) deliver the Note duly executed by Purchaser in the aggregate principal amount equal to the Purchase Price and (ii) pay (or cause one of its affiliates to pay) the Purchase Price for the Note by wire transfer of United States dollars in immediately available funds to the account specified by the Company prior to the date hereof.

4. Use of Proceeds. The Company shall use the proceeds from the Note Purchase in accordance with the terms and conditions set forth in Section 4 of the Note.

5. Company Representations and Warranties. The Company represents and warrants to Purchaser that, except as (i) disclosed in the disclosure schedule delivered by the Company to Purchaser on the date hereof and (ii) publicly disclosed in the Company’s reports, statements and other documents filed or furnished (as applicable) by it with the Commission under the Exchange Act and the Securities Act since April 5, 2022 (the “Company Reports”) (excluding any such disclosures contained in the “Risk Factors” and “Forward-Looking Statements” sections thereof, any other forward-looking statements or any other disclosures of risks or uncertainties that are non-specific, of general application, predictive, cautionary or forward-looking in nature as may be set forth therein prior to the date hereof, in each case, other than any specific factual information contained therein); provided, that the applicability of any such disclosure to any particular representation or warranty must be reasonably apparent on its face:

(a) The Company (i) is duly organized, validly existing and in good standing under the laws of the Cayman Islands, (ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and as shall be conducted following the Note Purchase and to perform its obligations under this Agreement, and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Event (as defined in the Note); provided, however, that, with respect to Section 5(a)(iii), no changes resulting from, relating to or arising out of the following shall be deemed to be or constitute a Material Adverse Event: (A) general economic, financial, trade or political conditions in the United States or Taiwan or any other jurisdiction in which the Company has substantial business or operations (including any changes arising out of acts of terrorism, war, government, epidemic, weather conditions or other force majeure events) to the extent that such conditions do not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, compared to other participants in the industries in which the Company and its Subsidiaries conduct their businesses; or (B) changes in Applicable Laws, generally accepted accounting principles in the United States or International Financial Reporting Standards after the date of this Agreement.

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(b) The ordinary shares of the Company, par value US$0.0001 per share (the “Ordinary Shares”) issuable upon conversion of the Note will be duly and validly authorized and, when and if issued and delivered to Purchaser in accordance with the terms of the Note, this Agreement and the memorandum and articles of association of the Company (as amended from time to time) and following the updates to the register of members of the Company in respect of such Ordinary Shares in accordance with the Companies Act (as revised) of the Cayman Islands (the “Companies Act”), such Ordinary Shares will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other than those arising under this Agreement or any Applicable Laws) and will not have been issued in violation of, or subject to any preemptive or similar rights created under, the Company’s memorandum and articles of association (as amended from time to time) or under the Companies Act.

(c) Each Transaction Document has been duly authorized, executed and delivered by the Company, and assuming the due authorization, execution and delivery of the same by Purchaser, each Transaction Document shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.

(d) Assuming the accuracy of Purchaser’s representations and warranties set forth in Section 6 in all material respects, the execution and delivery of the Transaction Documents, and the performance by the Company of its obligations under the Transaction Documents, including the issuance and sale of the Note or the Ordinary Shares issuable upon conversion of the Note and the consummation of the transactions contemplated herein and therein (collectively, the “Transactions”), will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of: (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject; (ii) the organizational documents of the Company; or (iii) any national or international laws, treaties, statutes, decrees, edicts, codes, ordinances and regulations or any judgments, orders, decisions, rules or regulations (including, but not limited to, as amended or replaced from time to time, “Applicable Law”) of any local, municipal, state, territorial, provincial, national, or federal court, tribunal, arbitrator or any governmental or regulatory agency, authority or body, domestic or foreign (“Governmental Authority”), having jurisdiction over the Company or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(e) Assuming the accuracy of Purchaser’s representations and warranties set forth in Sections 6(c) through 6(d), no registration under the Securities Act of 1933, as amended (the “Securities Act”), and no registration or qualification under any applicable state or foreign securities laws is required for the offer and sale of the Note in the manner contemplated by this Agreement or for the issuance of the Ordinary Shares issuable upon conversion of the Note in the manner contemplated thereunder.

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(f) Assuming the accuracy of Purchaser’s representations and warranties set forth in Section 6 in all material respects, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any natural person, corporation, limited liability company, association, joint venture, partnership, Governmental Authority, self-regulatory organization (including the Nasdaq) or other entity (“Person”) in connection with the execution, delivery and performance of the Transaction Documents (including, without limitation, the issuance of the Ordinary Shares upon conversion of the Note in the manner contemplated thereunder), other than (i) filings required by applicable state securities laws, (ii) other required filings with the Securities and Exchange Commission (the “Commission”) relating to the issuance of the Ordinary Shares issuable upon conversion of the Note in the manner contemplated thereunder, (iii) those required by the Nasdaq, including with respect to obtaining stockholder approval, if applicable, and (iv) those consents, waivers, authorizations, orders, notices, filings, registrations, the failure of which to obtain, give or make would not reasonably be expected to constitute a Material Adverse Event.

(g) Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Note or any Ordinary Shares issuable upon the conversion of the Note in the manner contemplated thereunder. The Ordinary Shares issuable upon conversion of the Note are not being, and will not be, offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(h) The Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition, or provision of: (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject; (ii) the organizational documents of the Company; or (iii) any Applicable Law of any Governmental Authority having jurisdiction over the Company or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to constitute a Material Adverse Event.

(i) The Company is not under any obligation to pay any broker’s fee or commission in connection with the Transactions.

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(j) As of the Closing Date, the authorized share capital of the Company is US$[50,000] divided into [450,000,000] Ordinary Shares of the Company, par value US$[0.0001] each, of which [•] are issued and outstanding, and [50,000,000] preference shares of a nominal or par value of US$[0.0001] each, of which [•] are issued and outstanding. [•] Ordinary Shares of the Company are issuable upon the exercise of outstanding warrants to purchase Ordinary Shares. The issued and outstanding equity securities of the Company: (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with Applicable Law and all requirements set forth in (A) the organizational documents of the Company, and (B) any other applicable contracts governing the issuance of such equity securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any Applicable Law, the organizational documents of the Company or any contract to which the Company is a party or otherwise bound; and (iv) are free and clear of any liens imposed by the Company (other than restrictions arising under Applicable Law and the Company’s organizational documents). There are no outstanding contracts, agreements or other arrangements or instruments of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which any holder of capital stock of the Company have the right to vote. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company, other than as may be set forth in the Letter Agreement. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or other arrangement or instrument with respect to the voting of any capital stock of the Company.

(k) Material Contracts.

(A) contains covenants (I) that prohibit or materially restrain the ability of the Company or any of its Subsidiaries or Purchaser or any of its affiliates to compete, to conduct any business or line of business, to provide services or products to any Person in any geographic area, or (II) with “most favored nation” terms and conditions (including with respect to pricing and discounts) granted by the Company that would materially affect the Company or any of its Subsidiaries or Purchaser or any of its affiliates;

(B) requires or restricts the payment of dividends, distributions in respect of any capital stock of the Company or the repurchase or redemption of any capital stock of the Company;

(C) provides for the incurrence, guarantee or assumption of third party indebtedness for borrowed money in excess of $10,000,000, other than advancement of expenses to directors, officers or employees in the ordinary course of business;

(D) provides for the acquisition or disposition of any assets of the Company that are material to the Company and its Subsidiaries, taken as a whole, except within the ordinary course of business;

(E) provides for any strategic alliance, joint venture or similar profit-sharing relationship with any Person that is material to the Company and its Subsidiaries, taken as a whole;

(F) is with any Governmental Authority that is material to the Company and its Subsidiaries, taken as a whole;

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(G) is with any record or, to the knowledge of the Company, director or beneficial owner of five percent (5%) or more of the voting securities of the Company, or, to the knowledge of the Company, “affiliate” (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) or members of any of their “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or beneficial owner, and is material to the Company and its Subsidiaries, taken as a whole;

(H) provides for the lease for real or personal property with aggregate annual rental payments in excess of $10,000,000 in the most recent fiscal year ended prior to the Closing Date;

(I) involves the settlement of any claim, action or proceeding or threatened claim, action or proceeding involving payments after the date of this Agreement in excess of $10,000,000; or

(J) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act) (each such contract referred to in this Section 5(k)i, a “Material Contract”).

(l) The Company, its Subsidiaries, and their respective directors and officers and, to the knowledge of the Company, their respective employees and agents, are in compliance in all material respects with all Applicable Laws (including all Applicable Laws regarding health, safety, security and environment) of any Governmental Authority. The Company has not received any written communication from any Governmental Authority that alleges that the Company is not in compliance with or is in default or violation of any Applicable Law.

(m) Neither the Company nor any of its Subsidiaries is subject to tax in any jurisdiction other than (i) the Company’s or any such Subsidiary’s jurisdiction of incorporation or formation and (ii) any jurisdiction in which the Company or such Subsidiary holds assets or conducts businesses.

(n) The Company, its Subsidiaries, and their respective directors and officers and, to the knowledge of the Company, their respective employees and agents, are in compliance, and since January 1, 2019 have been in compliance with all economic or financial sanctions and export controls administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. State Department, the U.S. Commerce Department, any other Governmental Authority of the U.S. government, the United Nations, the European Union or any member state thereof, and the United Kingdom (“Sanctions”) and the Company and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to promote and achieve compliance with applicable Sanctions.

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(o) Neither the Company nor its Subsidiaries is or is wholly owned or controlled by (i) any Person named on OFAC’s List of Specially Designated Nationals and Blocked Persons, the EU Consolidated List, the list of Financial Sanctions Targets maintained by His Majesty’s Treasury, or on any list of restricted parties issued under Sanctions; that is, or is part of, a government of any country or other territory targeted by a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, include the Crimea region, the separatist-controlled portions of the Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea and Syria (collectively, “Sanctioned Territories”); wholly owned or controlled by, or acting on behalf of, any of the foregoing; resident in, located in or operating from a Sanctioned Territory; or otherwise targeted under any Sanctions (collectively, “Sanctioned Person”), or (ii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank.

(p) No officer or director of the Company or any of its Subsidiaries, nor to the knowledge of the Company, any employee, agent, representative or affiliate of any such Person is a Sanctioned Person. Neither the Company nor its Subsidiaries has, since January 1, 2019, knowingly entered into any agreement, transaction, or dealing with or for the benefit of any Sanctioned Person (or involving any property thereof) or involving any Sanctioned Territory.

(q) The Company, its Subsidiaries and affiliates, their respective directors and officers, and to the best of the Company’s knowledge, their respective agents and employees have conducted their business in compliance with all Applicable Laws, rules, regulations, or other applicable legally binding measures of any jurisdiction that relates to bribery or corruption (“Anti-Bribery Law”), money laundering and, to the extent applicable, the Uyghur Forced Labor Prevention Act (“UFLPA”), and the Company and its Subsidiaries have instituted and maintain policies and procedures designed to achieve, and which are reasonably expected to continue to achieve, compliance therewith.

(r) Neither the Company nor its Subsidiaries has been the subject of any investigation, enquiry or enforcement proceeding by any Governmental Authority regarding any violation or alleged violation of Sanctions, Anti-Bribery Law, anti-money laundering laws, or the UFLPA, and no such investigation, enquiry or proceeding is pending or has been threatened, and, to the Company’s knowledge, there are no circumstances reasonably likely to give rise to any such investigation, enquiry or proceeding.

(s) All of the issued and outstanding Ordinary Shares have been registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are listed for trading on the Nasdaq. The Company currently qualifies as a “foreign private issuer” as such the term is defined in Rule 3b-4(c) under the Exchange Act. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by the Nasdaq or the Commission with respect to any intention by such entity to deregister the Ordinary Shares, or prohibit or terminate the listing of the Ordinary Shares, on the Nasdaq. The Company has taken no action that is designed to terminate the registration of the Ordinary Shares under the Exchange Act.

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(t) Company Reports; Financial Statements.

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(u) Litigation. There is no action, cause of action, claim, demand, litigation, suit, investigation, judgment, writ or decree by any Governmental Authority, review, grievance, citation, summons, subpoena, inquiry, audit, hearing, originating application to a tribunal, arbitration or other similar proceeding of any nature, civil, criminal, regulatory, administrative or otherwise, whether in equity or at law, in contract, in tort or otherwise (a “Proceeding”) pending, or to the knowledge of the Company, threatened, that would reasonably be expected to constitute a Material Adverse Event, (i) against or by the Company or any of its Subsidiaries, or (ii) against or by any officer or director of the Company or any of its Subsidiaries arising out of their employment or service to the Company or any of its Subsidiaries.

(v) Intellectual Property.

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(w) Accuracy of Representations. The Company understands that Purchaser is entering into the Transactions contemplated by the Transaction Documents in reliance, and will rely, upon the truth and accuracy of the foregoing representations and warranties, acknowledgements and agreements in this Section 5.

6. Purchaser Representations and Warranties. Purchaser represents and warrants to the Company that:

(a) Purchaser (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has the requisite power and authority to enter into and perform its obligations under the Transaction Documents.

(b) Each Transaction Document has been duly executed and delivered by Purchaser, and assuming the due authorization, execution and delivery of the same by the Company, each Transaction Document shall constitute the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.

(c) Assuming the accuracy of the Company’s representations and warranties of set forth in Section 5 in all material respects, the execution and delivery of the Transaction Documents, and the performance by the Purchaser of its obligations under the Transaction Documents, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Purchaser pursuant to the terms of (i) any material indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Purchaser is a party or by which Purchaser is bound or to which any of the property or assets of Purchaser is subject; (ii) the organizational documents of Purchaser (if any); or (iii) any Applicable Law of any Governmental Authority having jurisdiction over Purchaser or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. For purposes of this Agreement, a “Purchaser Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Purchaser that would reasonably be expected to have a material adverse effect on Purchaser’s ability to consummate the Transactions, including the Note Purchase or the issuance of the Ordinary Shares issuable upon the conversion of the Note in the manner contemplated thereunder.

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(d) Purchaser (i) (A) is an institutional “accredited investor” (within the meaning of Rule 501 under the Securities Act), or (B) understands that the sale of the Note is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”), and acknowledges and agrees that he, she or it is not a U.S. Person (as defined in Regulation S) or a United States person (as defined in Section 7701(a)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)), is acquiring the Note in an offshore transaction in reliance on Regulation S, and has received all the information that it considers necessary and appropriate to decide whether to acquire the Note hereunder, (ii) is acquiring the Note only for its own account and not for the account of others, or if Purchaser is acquiring the Note as a fiduciary or agent for one or more investor accounts, Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Note with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Purchaser is not an entity formed for the specific purpose of acquiring the Note, unless such newly formed entity is an entity in which all of the equity owners are “accredited investors” (within the meaning of Rule 501(a) under the Securities Act).

(e) Purchaser understands that the Note or any Ordinary Shares issuable upon conversion of the Note in the manner contemplated thereunder are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that neither the Note nor the Ordinary Shares issuable upon conversion of the Note in the manner contemplated thereunder have been registered under the Securities Act. Purchaser understands that the Note may not be resold, transferred, pledged or otherwise disposed of by Purchaser absent an effective registration statement under the Securities Act, except (i) to the Company or a Subsidiary thereof, (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act (including, without limitation, a private resale pursuant to the so-called “Section 4(a)(1¹/₂)” or to a non-U.S. person pursuant to an offer or sale that occurred outside the United States within the meaning of Regulation S under the Securities Act), or (iii) an ordinary course pledge such as a broker lien over account property generally and, in each of cases (i)-(iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and as a result of these transfer restrictions, Purchaser may not be able to readily resell the Note and may be required to bear the financial risk of an investment in the Note for an indefinite period of time. Purchaser acknowledges and agrees that the Ordinary Shares issuable upon conversion of the Note in the manner contemplated thereunder will not be guaranteed to be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the Closing Date. Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of the Note. Purchaser acknowledges and agrees that, at the time of issuance, the Note, or the certificate or book entry position representing the Ordinary Shares issuable upon conversion of the Note, will bear or reflect, as applicable, a legend substantially similar to the following:

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“THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) TO THE COMPANY, OR (IV) PURSUANT TO AN ORDINARY COURSE PLEDGE SUCH AS A BROKER LIEN OF ACCOUNT PROPERTY GENERALLY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”

(f) Purchaser understands and agrees that Purchaser is purchasing the Note directly from the Company. Purchaser further acknowledges that there have not been, and Purchaser hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to Purchaser by the Company, any of the Company’s affiliates or any control Persons, officers, directors, employees, partners, agents or representatives or any other Person, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company set forth in this Agreement.

(g) In making its decision to purchase the Note, Purchaser has (i) conducted its own investigation of the Company and the Note; (ii) had access to, and an adequate opportunity to review, financial and other information as it deems necessary to make its decision to purchase the Note; (iii) been offered the opportunity to ask questions of the Company and received answers thereto, including on the financial information, as it deemed necessary in connection with its decision to purchase the Note; and (iv) made its own assessment and satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Note.

(h) Purchaser acknowledges that it is able to fend for itself and is aware that there are substantial risks incident to the purchase and ownership of the Note. Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Note, and Purchaser has been offered the opportunity to ask questions of the Company and received answers thereto, including on the financial information, as Purchaser deemed necessary in connection with its decision to purchase the Note, and has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Note. Purchaser has adequately analyzed and fully considered the risks of an investment in the Note and determined that the Note is a suitable investment for Purchaser and that Purchaser is able at this time and in the foreseeable future to bear the economic risks of its prospective investment and can afford the complete loss of such investment.

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(i) Purchaser understands and acknowledges that no federal or state agency has passed upon or endorsed the merits of the offering of the Note or made any findings or determination as to the fairness of this investment.

(j) Purchaser is not (i) a Person named on any OFAC List, or a Person prohibited by any Sanctions, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Purchaser further represents and warrants that the funds held by Purchaser are not derived from illegal activities.

(k) Purchaser is not controlled by (i) a Sanctioned Person, or (ii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank.

(l) Purchaser is not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code.

(m) As of the date hereof, Purchaser is not a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) acting for the purpose of acquiring, holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(n) No broker, finder or other financial consultant is acting on Purchaser’s behalf in connection with this Agreement or the Transactions in such a way as to create any liability of the Company for the payment of any fees, costs, expenses or commissions.

(o) Purchaser understands that the Company is entering into the Transactions contemplated by the Transaction Documents in reliance, and will rely, upon the truth and accuracy of the foregoing representations and warranties, acknowledgements and agreements in this Section 6.

7. Covenants.

(a) Listing. The Company shall (i) use its commercially reasonable efforts to (A) promptly secure and maintain the listing on Nasdaq of all of the Ordinary Shares issuable upon conversion of the Note in the manner contemplated thereunder upon the issuance thereof, and (B) until the Maturity Date (as defined in the Note) maintain the listing or authorization for quotation (as the case may be) of the Ordinary Shares on the Nasdaq Global Market or the Nasdaq Global Select Market, and (ii) not take any action which would be reasonably expected to result in the delisting or suspension of the Ordinary Shares on the Nasdaq Global Market or the Nasdaq Global Select Market. Notwithstanding anything to the contrary in this Section 7(a), nothing in this Section 7(a) shall prohibit or restrict the Company from any discussion, negotiation, execution, implementation or consummation of any take-private transaction or any activity in furtherance thereof or incidental thereto; provided, that no delisting shall be effected in connection with a potential take-private transaction except in connection with the consummation thereof.

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(b) Reservation of Shares. So long as the Note remains outstanding, the Company shall take all action necessary to at all times have authorized and reserved for the purpose of issuance, the maximum number of Ordinary Shares to provide for the full conversion of the Note and any payment of accrued and unpaid interest thereon. At no time shall the number of Ordinary Shares reserved pursuant to this Section 7(b) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction or proportionally in connection with any conversion or redemption, as applicable, of the Note.

(c) Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the Note Purchase shall be paid by the Party incurring such cost or expense.

(d) Survival Period. All of the agreements, covenants, representations and warranties made by each Party in this Agreement shall survive the Closing.

8. Termination.

(a) This Agreement may be terminated by mutual written agreement of the Parties.

(b) Effect of Termination. If this Agreement is terminated as permitted by Section 8(a), this Agreement shall become null and void and of no further force or effect; provided that nothing herein shall relieve any Party from any liability or obligation for any willful breach of this Agreement or fraud that occurred prior to such termination.

9. Miscellaneous.

(a) All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent, if sent by electronic mail or facsimile (if provided), during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, and in each such case upon confirmation of receipt by the intended recipient or when sent with no undeliverable email or other undeliverable or rejection notice, (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) five (5) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 9(a). A courtesy electronic copy of any notice sent by methods (i), (iii) or (iv) above shall also be sent to the recipient via electronic mail if provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 9(a). For the purposes of this Agreement, “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the United Kingdom, New York, or Taiwan are authorized or required by Applicable Law to be closed for business.

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(b) Each of the Company and Purchaser is irrevocably authorized to produce the Transaction Documents or a copy hereof or thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

(c) Neither this Agreement nor any rights that may accrue to Purchaser hereunder (other than the Note acquired hereunder), if any, may be transferred or assigned except as provided in the two succeeding sentences. Neither this Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned. Notwithstanding the foregoing, Purchaser may assign its rights and obligations under this Agreement to another Person in connection with a transfer of the Note in accordance with the terms set forth therein, provided that no such assignment shall relieve Purchaser of its obligations hereunder if any such assignee fails to perform such obligations, unless the Company has given its prior written consent to such relief.

(d) This Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by each of the Parties.

(e) This Agreement (including the exhibits or schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the Parties, with respect to the subject matter hereof. Except as set forth in this Section 9(e), Section 9(f) and Section 9(i) with respect to the Persons specifically referenced therein, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective permitted successors and assigns, and the Parties acknowledge that such Persons so referenced are third party beneficiaries of the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to such provisions.

(f) Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of the Parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(g) If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(h) This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all Parties had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

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(i) This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(j) The Parties 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 and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such Party is entitled at law, in equity, in contract, in tort or otherwise.

(k) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, Proceeding, hearing, audit, investigation or reviews by or before any Governmental Authority related hereto), including matters of validity, construction, effect, performance and remedies.

(l) EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

(m) Each of the Parties (including any Person asserting rights as a third party beneficiary) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court sitting in Wilmington, Delaware), for the purposes of any suits, proceedings, claim, demand, action or cause of action arising out of or relating to this Agreement, and irrevocably and unconditionally waives any objection to the laying of venue of any such suits, proceedings, claim, demand, action or cause of action in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suits, proceedings, claim, demand, action or cause of action has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, proceeding, claim, demand, action or cause of action against such Party (i) arising under this Agreement, or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement, (A) any claim that such Party is not personally subject to the jurisdiction of the courts as described in this Section 9(m) for any reason, (B) that such Party or such Party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (C) that (I) the suit, proceeding, claim, demand, action or cause of action in any such court is brought against such Party in an inconvenient forum, (II) the venue of such suit, proceeding, claim, demand, action or cause of action against such Party is improper, or (III) this Agreement, or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth in Section 9(a) shall be effective service of process for any such suit, proceeding, claim, demand, action or cause of action.

17

(n) This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party.

(o) The Company may issue one or more press releases and filings by the Company with the Commission a Current Report on Form 6-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the Transactions, the sale of the Note or any other material, nonpublic information that the Company or any Person acting on behalf of or at the direction of the Company, has provided to Purchaser at any time prior to the filing of the Disclosure Document. For the avoidance of doubt, the Company may not publicly make reference to Purchaser or any of its affiliates in connection with this Agreement or the Transactions or in any other promotional materials, media or similar circumstances, except as required by Applicable Law or at the request of the staff of the Commission or other regulatory agency or otherwise with the prior written consent of Purchaser (such consent to not be unreasonably withheld).

(p) From and after the issuance of the Disclosure Document, to the Company’s knowledge, Purchaser shall not be in possession of any material, non-public information received from the Company or any Person acting on behalf of or at the direction of the Company. Except with the express written consent of Purchaser and unless prior thereto Purchaser shall have executed a written agreement regarding the confidentiality and use of such information, the Company shall not, and the Company shall cause any Person acting on behalf of or at the direction of the Company not to, provide Purchaser with any material, non-public information regarding the Company or the issuance and sale of the Note from and after the filing of the Disclosure Document; provided, however, that the foregoing will not apply to any contractual information rights that Purchaser may have with the Company under a separate agreement (including the Letter Agreement), except to the extent that, if the Company would be providing material, non-public information to Purchaser under separate contracts Purchaser and the Company may have (including the Letter Agreement), the Company will use commercially reasonable efforts to cooperate with any reasonable written request of Purchaser to avoid the disclosure of such material, non-public information to Purchaser (and (i) the Company’s provision of any information pursuant to the request of Purchaser for such information shall not be deemed a breach by the Company of this clause (p), and (ii) the Company’s withholding of any information pursuant a request of Purchaser shall, notwithstanding anything to the contrary in any such separate agreement (including the Letter Agreement), not be deemed a breach by the Company of its obligations to provide such information under such separate agreement (including the Letter Agreement)).

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(q) No delay or omission to exercise, or failure to assert, any right, power or privilege of any Party under this Agreement shall impair any such right, power or privilege of such Party, nor shall it constitute, or be construed to be, a waiver of any such right, power or privilege. No single or partial exercise of any rights under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(r) For the purposes hereof: (i) words in the singular shall be construed to mean the plural and vice versa and words of one gender shall be construed to mean all other genders (including the neutral gender) as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the articles, sections or exhibits) and not to any particular provision of this Agreement, and Article, Section or Exhibit references are to the Article, Section or Exhibit to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall be deemed to be followed by the words “without limitation”; (iv) the words “or”, “any”, “neither”, “nor” or “either” shall not be exclusive; (v) all references to “US$”, “$” and dollars shall be deemed to refer to United States currency, unless otherwise specifically provided; (vi) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; and (vii) references herein to any Applicable Law shall be deemed to refer to such Applicable Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder.

(s) With regard to each and every term and condition of this Agreement, the Parties acknowledge and agree that the same have or has been mutually and fairly negotiated, prepared and drafted at arms’ length and that the final terms of this Agreement are the product of the Parties’ negotiations, and if at any time this Agreement or any such terms or conditions are required to interpreted or construed in accordance with the terms herein, no consideration will be given to the Party which actually prepared, drafted or requested any term or condition of this Agreement. Each Party agrees that this Agreement has been purposefully drawn, jointly and equally drafted and correctly reflects each Party’s understanding of the transactions contemplated by this Agreement.

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[Signature pages follow.]

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IN WITNESS WHEREOF, each of the Company and Purchaser has executed or caused this Agreement to be executed by its duly authorized representative as of the date first set forth above.

EXHIBIT A

Form of Convertible Note

Exhibit A

Form of Convertible Note

CONVERTIBLE NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE MAY OCCUR ONLY IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THIS SECURITY AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE ARE FURTHER SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 13 HEREOF AND IN THE NOTE PURCHASE AGREEMENT, AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

GOGORO INC.

CONVERTIBLE NOTE

FOR VALUE RECEIVED, Gogoro Inc., a Cayman Islands exempted company (the “Issuer”), hereby promises to pay to Castrol Holdings International Limited, a private limited company incorporated, domiciled and registered in England and Wales (registered number 12825643), having a registered office at Chertsey Road, Sunbury on Themes, Middlesex, TW16 7BP, United Kingdom, or its permitted assigns (in its capacity as the sole holder of this Note (as defined below) on the Issuance Date, the “Initial Noteholder” and together with each other Person that becomes a holder of a note issued pursuant to the terms of this Note, collectively, the “Noteholder”), subject to the terms and conditions set forth herein, the amount set forth above as the Original Principal Amount (as increased or reduced pursuant to the terms hereof pursuant to PIK Amounts, redemption, conversion or otherwise in accordance with the terms of this Convertible Note, the “Principal”) when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case, in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate on each Interest Date pursuant to the terms set forth herein until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Convertible Note (including each of the Annexes attached hereto and any convertible note issued in exchange, transfer or replacement hereof in accordance with Section 13, this “Note”) is issued pursuant to the note purchase agreement (the “Note Purchase Agreement”) dated as of [•] between the Issuer, the Initial Noteholder and each other Noteholder from time to time party thereto, as amended from time to time. Certain capitalized terms used herein and not otherwise defined herein (including in Annex A (the “Definitions Annex”)) shall have the meanings ascribed to such terms in the Note Purchase Agreement.

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31

32

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CP₂ = CP₁* (A + B) ÷ (A + C).

34

For purposes of the foregoing formula, the following definitions shall apply:

CP₁ = CP₀ x ((OS₀ x SP) ÷ (AC + (SP x OS₁)))

where:

35

provided, however, that the Conversion Price will in no event be adjusted down pursuant to this Section 9(d), except to the extent provided in the immediately following paragraph. Notwithstanding anything to the contrary in this Section 9(d), if the Conversion Date for this Note to be converted occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Price for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date to, and including, such Conversion Date. To the extent such tender or exchange offer is announced but not consummated (including as a result of the Issuer being precluded from consummating such tender or exchange offer under Applicable Law), or any purchases or exchanges of Ordinary Shares in such tender or exchange offer are rescinded, the Conversion Price will be readjusted to the Conversion Price that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of Ordinary Shares, if any, actually made, and not rescinded, in such tender or exchange offer.

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If to the Issuer:

Gogoro Inc.

11F, Building C,

No. 225, Section 2, Chang’an E. Rd.

SongShan District, Taipei City 105

Taiwan

Attention: Horace Luke and Bruce Aitken

Email: [redacted]

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

Simpson Thacher & Bartlett

35th Floor, ICBC Tower

3 Garden Road

Central, Hong Kong

Attention: Yi Gao and Yang Wang

Facsimile: +852 2514-7600

Email: [redacted]

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If to the Initial Noteholder:

Castrol Holdings International Limited

Chertsey Road, Sunbury on Themes

Middlesex, TW16 7BP

United Kingdom

Attn: Adaora Mozie

E-mail: [redacted]

and

BP Oil UK Limited

Chertsey Road, Sunbury on Thames,

Middlesex, TW16 7BP

United Kingdom

Attn: Taryn Parks, Managing Counsel, C&P—UK and Global Business

Email: [redacted]

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

BP America Inc.

501 WestLake Park Blvd.

Houston, Texas 77079

Attn: Eugene Nikulin, Managing Counsel, M&A

Email: [redacted]

or to such other address or email address or to the attention of such other Person as the recipient party has specified by written notice given to each other party hereto five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s email containing the time and date or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by email or receipt from an overnight courier service in accordance with clauses (A), (B) or (C) above, respectively.

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47

[signature page follows]

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IN WITNESS WHEREOF the parties have caused this Note to be duly executed as of the Issuance Date set forth above.

[Signature Page – Convertible Note]

Acknowledged and Agreed

as of the first date written above:

[Signature Page – Convertible Note]

EXHIBIT I

NOTEHOLDER CONVERSION NOTICE

[Content of Exhibit I redacted.]

I-1

EXHIBIT II

GOGORO INC. REDEMPTION NOTICE

[Content of Exhibit II redacted.]

II-1

EXHIBIT III

FORM OF TRANSFER AGENT EVIDENCE

[Content of Exhibit III redacted.]

III-1

ANNEX A

CERTAIN DEFINED TERMS

Defined Terms. As used in this Note, the following terms have the meanings specified below:

“1933 Act” means the U.S. Securities Act of 1933.

“1934 Act” means the U.S. Securities Exchange Act of 1934.

“Additional Ordinary Shares” shall mean all Ordinary Shares issued by the Issuer after the Issuance Date (including all Ordinary Shares deemed to be issued upon the issuance of Securities or notes convertible or exchangeable for Ordinary Shares by the Issuer after the Issuance Date (it being agreed that, for purposes of this definition, the maximum number of Ordinary Shares issuable upon the exercise, conversion or exchange of such Securities or notes shall be deemed to have been issued at the applicable conversion price, exchange price or exercise price, as applicable, upon the issuance of such Securities or notes)), other than the following Ordinary Shares:

“Affiliate” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person.

“Applicable Law” means all applicable national and international laws, treaties, statutes, decrees, edicts, codes, orders, judgments, rules, ordinances, decisions and regulations of any local, municipal, territorial, provincial, federal, national or any other duly constituted Governmental Authority.

“Bankruptcy Code” means Title 11 of the United States Code (11 USC § 101 et seq.).

A-1

“Bankruptcy Event of Default” is an Event of Default under Sections 7(a)(viii) or 7(a)(ix).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the United Kingdom, New York or Taiwan are authorized or required by Applicable Law to be closed for business.

“Capital Stock” means any and all shares, securities, interests, participations, preferred equity certificates, convertible preferred equity certificates or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding for the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing.

“Change of Control Transaction” means any of the following events: (i) a “person” or “group” (within the meaning of Section 13(d)(3) of the 1934 Act), other than the Issuer, one or more employee benefit plans of the Issuer, files any report with the SEC indicating that such person or group has become the direct or indirect “beneficial owner” (as defined below) of Ordinary Shares representing more than fifty percent (50%) of the Issuer’s then outstanding Ordinary Shares (other than Ordinary Shares held by the Issuer as treasury stock or owned by a subsidiary of the Issuer); (ii) the consummation of (A) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Issuer, taken as a whole, to any Person; or (B) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, amalgamation, arrangement, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) more than fifty percent (50%) of the outstanding Ordinary Shares (other than Ordinary Shares held by the Issuer as treasury stock or owned by a subsidiary of the Issuer) are exchanged for, converted into, acquired for, or constitute solely the right to receive, other Securities, cash or other property (other than a subdivision or combination, or solely a change in par value, of the Ordinary Shares); provided, however, that any merger, consolidation, amalgamation, arrangement, share exchange or combination of the Issuer pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of Ordinary Shares of the Issuer immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Change of Control Transaction pursuant to this clause (ii); or (iii) the Issuer’s shareholders approve any plan or proposal for the liquidation or dissolution of the Issuer. For the purposes of this definition, whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the 1934 Act.

“Code” means the Internal Revenue Code of 1986.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Conversion Price” means $[•] per Ordinary Share (being the price per Ordinary Share equal to the volume weighted average of the closing prices of Ordinary Shares as reported by Nasdaq on each Trading Day that occurs during the period of thirty (30) consecutive Trading Days that ends on (and includes) the Trading day immediately before the Issuance Date), subject to any adjustments as provided herein.

A-2

“Debtor Relief Laws” means the Bankruptcy Code and all other Applicable Laws relating to the liquidation, winding-up, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, plan of arrangement, proposal or similar debtor relief laws, rules and regulations of any other applicable jurisdictions, whether directly or indirectly relating to the Issuer or any of its Subsidiaries, from time to time in effect and affecting the rights of creditors generally.

“Default” means any event that is (or, after notice, passage of time or both, would be) an Event of Default.

“Derivative Transaction” means (a) any interest-rate transaction, including any interest-rate swap, basis swap, forward rate agreement, interest rate option (including a cap, collar or floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including when-issued securities and forward deposits accepted), (b) any exchange-rate transaction, including any cross-currency interest-rate swap, any forward foreign-exchange contract, any currency option, and any other instrument linked to exchange rates that gives rise to similar credit risks, (c) any equity derivative transaction, including any equity-linked swap, any equity-linked option, any forward equity-linked contract, and any other instrument linked to equities that gives rise to similar credit risk and (d) any commodity (including precious metal) derivative transaction, including any commodity-linked swap, any commodity-linked option, any forward commodity-linked contract, and any other instrument linked to commodities that gives rise to similar credit risks; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees, members of management, managers or consultants of the Issuer or its Subsidiaries shall be a Derivative Transaction.

“Dollars” or “$” refers to lawful U.S. Dollars.

“Eligible Market” means the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market or the Nasdaq Global Market so long as the market capitalization of the Issuer is $100,000,000 or more.

“Existing Debt Agreements” means the Indebtedness incurred by the Issuer pursuant to that certain (i) Syndication Credit Facility Agreement between the Issuer, Gogoro Network (Cayman), Taiwan Branch, and Mega International Commercial Bank Co., Ltd., dated September 28, 2022 (the “Syndication Credit Agreement”) and (ii) Medium to Long-Term Credit Facility Agreement between Gogoro Network (Cayman), Taiwan Branch, and Mega International Commercial Bank Co., Ltd., dated January 6, 2021 (as amended on December 14, 2022).

“Forced Redemption Price” means a cash purchase price equal to the sum of (i) 100% of the Principal and (ii) accrued and unpaid Interest on this Note as of the Redemption Date.

“Governmental Authority” means any national, federal, state, provincial or local authority, court, government or self-regulatory organization (including any stock exchange), commission, tribunal or organization, or any regulatory agency, or any political or other subdivision, department or branch of any of the foregoing.

“IFRS” means the International Financial Reporting Standards, as issued by the International Accounting Standards Board, in effect and applicable to the accounting period in respect of which reference to IFRS is made.

“Indebtedness” as applied to any Person means, without duplication,

A-3

provided, that (A) Indebtedness shall not include (1) trade payables and other ordinary course payables and accrued expenses arising in the ordinary course of business, (2) deferred or prepaid revenue, (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (4) any amounts payable by and between the Issuer or any of its Subsidiaries, (5) any Indebtedness defeased by such Person or by any Subsidiary of such Person and (6) contingent obligations incurred in the ordinary course of business; (B) the amount of Indebtedness of any Person for purposes of clause (vii) above shall be deemed to be equal to the lesser of (1) the aggregate unpaid principal amount of such Indebtedness and (2) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Interest Date” means with respect to the Interest Period, the last day of the applicable Interest Period.

“Interest Period” means (i) initially, the period commencing on the Issuance Date and ending on the immediate next June 30 (if the Issuance Date is during the first six months of the calendar year for which the Issuance Date has occurred) or the immediate next December 31 (if the Issuance Date is during the second six months of the calendar year for which the Issuance Date has occurred) and (ii) thereafter, each period of six months immediately following the last Interest Period commencing on January 1 and July 1 (as the case may be) of each calendar year; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day and the next Interest Period shall commence on the day immediately following such Business Day; and (b) the last Interest Period shall end on the Maturity Date (instead of on the date falling on six months after the first date of such Interest Period).

“Interest Rate” means with respect to any Interest Period, SOFR on the first (1^st) Business Day of such Interest Period, plus 1.60% per annum.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any capital lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided that in no event shall an operating lease in and of itself be deemed to constitute a Lien.

A-4

“Maturity Date” means the date that is fifteen (15) months after the Issuance Date.

“Nasdaq” means the Nasdaq Global Select Market.

“OFAC” means the U.S. Treasury Department’s Office of Foreign Assets Control.

“Operational Milestones” means such definition set forth in Annex A-3.

“Optional Redemption Price” means the sum of (i) the portion of the Principal elected by the Issuer to be redeemed and (ii) the accrued but unpaid Interest with respect to such portion of the Principal, if any, up to, but excluding the Redemption Date.

“Ordinary Shares” means (i) the Issuer’s ordinary shares, par value $0.0001 per share, and (ii) any share capital into which such ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary shares.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation, amalgamation or organization and its by-laws, (b) with respect to any limited partnership, its certificate or declaration of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, (d) with respect to any limited liability company, its articles of organization or certificate of formation, and its operating agreement, and (e) with respect to any other form of entity, such other organizational documents required by local Applicable Law or customary under such jurisdiction to document the formation and governance principles of such type of entity. In the event that any term or condition of this Note requires any Organizational Document to be certified by a secretary of state or similar Governmental Authority, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such Governmental Authority.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or any other entity.

“Principal” has the meaning given to such term in the recitals hereto.

“Principal Market” means Nasdaq or any Eligible Market on which the Issuer’s Ordinary Shares are listed (and, in the case of simultaneous listings on multiple markets, the majority of the Issuer’s Ordinary Shares trade) at the applicable time.

“Redemption Date” means any date on which this Note is redeemed or deemed to be redeemed, as applicable, pursuant to an Optional Redemption by the Issuer or a CoC Mandatory Redemption.

“Reference Date” means the earlier of (i) the date on which this Note has been fully converted, redeemed or paid off in accordance with the terms hereof and (ii) the Maturity Date.

“Registration Rights Agreement” means the registration rights agreement, dated as of June 24, 2024, between the Issuer and the Initial Noteholder, as amended from time to time.

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“Responsible Officer” means, with respect to any Person, any director, the chief executive officer, the chief financial officer, the general counsel or any other individual holding an equivalent position of such Person in respect of this Note. Any document delivered hereunder that is signed by a Responsible Officer of the Issuer shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of the Issuer, and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Issuer.

“Sanctioned Person” means (i) any person or entity named on OFAC’s List of Specially Designated Nationals and Blocked Persons, the EU Consolidated List, the list of Financial Sanctions Targets maintained by His Majesty’s Treasury, or on any list of restricted parties issued under Sanctions; (ii) that is, or is part of, a government of any Sanctioned Territory; (iii) wholly owned or controlled by, or acting on behalf of, any of the foregoing; (iv) resident in, located in or operating from a Sanctioned Territory; or (v) otherwise targeted under any Sanctions.

“Sanctioned Territories” means any country or other territory targeted by a general export, import, financial or investment embargo under Sanctions, including the Crimea region, the separatist-controlled portions of the Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea and Syria

“Sanctions” means all economic or financial sanctions and export controls administered by OFAC, the U.S. State Department, the U.S. Commerce Department, any other governmental agency of the US government, the United Nations, the European Union or any member state thereof, and the United Kingdom.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Securities” means any stock, shares, units, partnership interests, voting trust certificates, options, warrants, bonds, debentures, notes, or other evidences of Indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing; provided that the term “Securities” shall not include any earn-out agreement or obligation or any employee bonus or other incentive compensation plan or agreement.

“Significant Subsidiary” means, with respect to any Person, any subsidiary of such Person that constitutes, or any group of subsidiaries of such Person that, in the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the 1934 Act) of such Person as of the time of determination.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) and listed at the following web address (https://www.newyorkfed.org/markets/reference-rates/sofr).

“Strategic Partnership” means the proposed electric two-wheeler joint venture between the Issuer and the Initial Noteholder (or their respective Affiliates).

“Strategic Partnership Agreement” means the joint venture agreement or shareholders’ agreement of the Strategic Partnership, dated as of the date hereof, by and between the Issuer and the Initial Noteholder (or their respective Affiliates).

“Strategic Partnership Subscription Agreement” means the subscription agreement of the Strategic Partnership, dated as of the date hereof, between the Issuer and the Initial Noteholder (or their respective Affiliates), providing for the subscription of equity interests in the Strategic Partnership by the Issuer and the Initial Noteholder.

A-6

“Strategic Partnership Transaction Documents” means the Strategic Partnership Agreement, the Strategic Partnership Subscription Agreement and the memorandum and articles of association (or the equivalent organizational document) of the Strategic Partnership.

“Subscription Agreement” means the subscription agreement, dated as of June 24, 2024, between the Issuer and the Initial Noteholder, providing for the subscription of Ordinary Shares by the Initial Noteholder.

“Subscription Agreement Side Letter” means the letter agreement, dated as of June 24, 2024, between the Issuer and the Initial Noteholder.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof, in each case to the extent the relevant entity’s financial results are required to be included in such Person’s consolidated financial statements under IFRS; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interests in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless otherwise specified, “subsidiary” shall mean any subsidiary of the Issuer.

“Taxes” means all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Trading Day” means, as applicable, (i) with respect to all price or trading volume determinations relating to the Ordinary Shares, any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Ordinary Shares, then on the principal securities exchange or securities market on which the Ordinary Shares are then traded, provided that “Trading Day” shall not include any day on which the Ordinary Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Noteholder or (ii) with respect to all determinations other than price determinations relating to the Ordinary Shares, any day on which the Principal Market (or any successor thereto) is open for trading of securities.

“Transaction Documents” means this Note, the Note Purchase Agreement, the Subscription Agreement, the Subscription Agreement Side Letter, the Registration Rights Agreement and the Strategic Partnership Transaction Documents.

“U.S.” means the United States of America.

“U.S. Government Securities Business Day” means any day other than a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

“Wholly-Owned Subsidiary” of any Person means a subsidiary of such Person, 100% of the Capital Stock of which (other than directors’ qualifying shares or shares required by Applicable Law to be owned by a resident of the relevant jurisdiction) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

A-7

ANNEX A-1

AFFIRMATIVE COVENANTS

A-1-1

A-1-2

A-1-3

ANNEX A-2

NEGATIVE COVENANTS

A-2-1

A-2-2

ANNEX A-3

OPERATIONAL MILESTONES

[Content of Annex A-3 redacted.]

EXHIBIT B

Form of Cayman Legal Opinion

EXHIBIT C

Form of U.S. Legal Opinion

Exhibit D

Form of Convertible Note

CONVERTIBLE NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE MAY OCCUR ONLY IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THIS SECURITY AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE ARE FURTHER SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 13 HEREOF AND IN THE NOTE PURCHASE AGREEMENT, AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

GOGORO INC.

CONVERTIBLE NOTE

FOR VALUE RECEIVED, Gogoro Inc., a Cayman Islands exempted company (the “Issuer”), hereby promises to pay to Castrol Holdings International Limited, a private limited company incorporated, domiciled and registered in England and Wales (registered number 12825643), having a registered office at Chertsey Road, Sunbury on Themes, Middlesex, TW16 7BP, United Kingdom, or its permitted assigns (in its capacity as the sole holder of this Note (as defined below) on the Issuance Date, the “Initial Noteholder” and together with each other Person that becomes a holder of a note issued pursuant to the terms of this Note, collectively, the “Noteholder”), subject to the terms and conditions set forth herein, the amount set forth above as the Original Principal Amount (as increased or reduced pursuant to the terms hereof pursuant to PIK Amounts, redemption, conversion or otherwise in accordance with the terms of this Convertible Note, the “Principal”) when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case, in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate on each Interest Date pursuant to the terms set forth herein until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Convertible Note (including each of the Annexes attached hereto and any convertible note issued in exchange, transfer or replacement hereof in accordance with Section 13, this “Note”) is issued pursuant to the note purchase agreement (the “Note Purchase Agreement”) dated as of [•] between the Issuer, the Initial Noteholder and each other Noteholder from time to time party thereto, as amended from time to time. Certain capitalized terms used herein and not otherwise defined herein (including in Annex A (the “Definitions Annex”)) shall have the meanings ascribed to such terms in the Note Purchase Agreement.

2

3

4

5

6

7

8

9

10

CP₂ = CP₁* (A + B) ÷ (A + C).

For purposes of the foregoing formula, the following definitions shall apply:

CP₁ = CP₀ x ((OS₀ x SP) ÷ (AC + (SP x OS₁)))

where:

11

provided, however, that the Conversion Price will in no event be adjusted down pursuant to this Section 9(d), except to the extent provided in the immediately following paragraph. Notwithstanding anything to the contrary in this Section 9(d), if the Conversion Date for this Note to be converted occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Price for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date to, and including, such Conversion Date. To the extent such tender or exchange offer is announced but not consummated (including as a result of the Issuer being precluded from consummating such tender or exchange offer under Applicable Law), or any purchases or exchanges of Ordinary Shares in such tender or exchange offer are rescinded, the Conversion Price will be readjusted to the Conversion Price that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of Ordinary Shares, if any, actually made, and not rescinded, in such tender or exchange offer.

12

13

14

15

16

17

18

If to the Issuer:

Gogoro Inc.

11F, Building C,

No. 225, Section 2, Chang’an E. Rd.

SongShan District, Taipei City 105

Taiwan

Attention: Horace Luke and Bruce Aitken

Email:  [redacted]

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

Simpson Thacher & Bartlett

35th Floor, ICBC Tower

3 Garden Road

Central, Hong Kong

Attention: Yi Gao and Yang Wang

Facsimile: +852 2514-7600

Email:  [redacted]

If to the Initial Noteholder:

Castrol Holdings International Limited

Chertsey Road, Sunbury on Themes

Middlesex, TW16 7BP

United Kingdom

Attn:     Adaora Mozie

E-mail:  [redacted]

and

BP Oil UK Limited

Chertsey Road, Sunbury on Thames,

Middlesex, TW16 7BP

United Kingdom

Attn:    Taryn Parks, Managing Counsel, C&P—UK and Global Business

Email:  [redacted]

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

BP America Inc.

501 WestLake Park Blvd.

Houston, Texas 77079

Attn:    Eugene Nikulin, Managing Counsel, M&A

Email:  [redacted]

19

or to such other address or email address or to the attention of such other Person as the recipient party has specified by written notice given to each other party hereto five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s email containing the time and date or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by email or receipt from an overnight courier service in accordance with clauses (A), (B) or (C) above, respectively.

20

21

22

[signature page follows]

23

IN WITNESS WHEREOF the parties have caused this Note to be duly executed as of the Issuance Date set forth above.

[Signature Page – Convertible Note]

Acknowledged and Agreed

as of the first date written above:

[Signature Page – Convertible Note]

EXHIBIT I

NOTEHOLDER CONVERSION NOTICE

[Content of Exhibit I redacted.]

I-1

EXHIBIT II

GOGORO INC. REDEMPTION NOTICE

[Content of Exhibit II redacted.]

II-1

EXHIBIT III

FORM OF TRANSFER AGENT EVIDENCE

[Content of Exhibit III redacted.]

III-1

ANNEX A

CERTAIN DEFINED TERMS

Defined Terms. As used in this Note, the following terms have the meanings specified below:

“1933 Act” means the U.S. Securities Act of 1933.

“1934 Act” means the U.S. Securities Exchange Act of 1934.

“Additional Ordinary Shares” shall mean all Ordinary Shares issued by the Issuer after the Issuance Date (including all Ordinary Shares deemed to be issued upon the issuance of Securities or notes convertible or exchangeable for Ordinary Shares by the Issuer after the Issuance Date (it being agreed that, for purposes of this definition, the maximum number of Ordinary Shares issuable upon the exercise, conversion or exchange of such Securities or notes shall be deemed to have been issued at the applicable conversion price, exchange price or exercise price, as applicable, upon the issuance of such Securities or notes)), other than the following Ordinary Shares:

“Affiliate” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person.

“Applicable Law” means all applicable national and international laws, treaties, statutes, decrees, edicts, codes, orders, judgments, rules, ordinances, decisions and regulations of any local, municipal, territorial, provincial, federal, national or any other duly constituted Governmental Authority.

“Bankruptcy Code” means Title 11 of the United States Code (11 USC § 101 et seq.).

A-1

“Bankruptcy Event of Default” is an Event of Default under Sections 7(a)(viii) or 7(a)(ix).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the United Kingdom, New York or Taiwan are authorized or required by Applicable Law to be closed for business.

“Capital Stock” means any and all shares, securities, interests, participations, preferred equity certificates, convertible preferred equity certificates or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding for the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing.

“Change of Control Transaction” means any of the following events: (i) a “person” or “group” (within the meaning of Section 13(d)(3) of the 1934 Act), other than the Issuer, one or more employee benefit plans of the Issuer, files any report with the SEC indicating that such person or group has become the direct or indirect “beneficial owner” (as defined below) of Ordinary Shares representing more than fifty percent (50%) of the Issuer’s then outstanding Ordinary Shares (other than Ordinary Shares held by the Issuer as treasury stock or owned by a subsidiary of the Issuer); (ii) the consummation of (A) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Issuer, taken as a whole, to any Person; or (B) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, amalgamation, arrangement, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) more than fifty percent (50%) of the outstanding Ordinary Shares (other than Ordinary Shares held by the Issuer as treasury stock or owned by a subsidiary of the Issuer) are exchanged for, converted into, acquired for, or constitute solely the right to receive, other Securities, cash or other property (other than a subdivision or combination, or solely a change in par value, of the Ordinary Shares); provided, however, that any merger, consolidation, amalgamation, arrangement, share exchange or combination of the Issuer pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of Ordinary Shares of the Issuer immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Change of Control Transaction pursuant to this clause (ii); or (iii) the Issuer’s shareholders approve any plan or proposal for the liquidation or dissolution of the Issuer. For the purposes of this definition, whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the 1934 Act.

“Code” means the Internal Revenue Code of 1986.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Conversion Price” means $[•] per Ordinary Share (being the price per Ordinary Share equal to the volume weighted average of the closing prices of Ordinary Shares as reported by Nasdaq on each Trading Day that occurs during the period of thirty (30) consecutive Trading Days that ends on (and includes) the Trading day immediately before the Issuance Date), subject to any adjustments as provided herein.

A-2

“Debtor Relief Laws” means the Bankruptcy Code and all other Applicable Laws relating to the liquidation, winding-up, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, plan of arrangement, proposal or similar debtor relief laws, rules and regulations of any other applicable jurisdictions, whether directly or indirectly relating to the Issuer or any of its Subsidiaries, from time to time in effect and affecting the rights of creditors generally.

“Default” means any event that is (or, after notice, passage of time or both, would be) an Event of Default.

“Derivative Transaction” means (a) any interest-rate transaction, including any interest-rate swap, basis swap, forward rate agreement, interest rate option (including a cap, collar or floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including when-issued securities and forward deposits accepted), (b) any exchange-rate transaction, including any cross-currency interest-rate swap, any forward foreign-exchange contract, any currency option, and any other instrument linked to exchange rates that gives rise to similar credit risks, (c) any equity derivative transaction, including any equity-linked swap, any equity-linked option, any forward equity-linked contract, and any other instrument linked to equities that gives rise to similar credit risk and (d) any commodity (including precious metal) derivative transaction, including any commodity-linked swap, any commodity-linked option, any forward commodity-linked contract, and any other instrument linked to commodities that gives rise to similar credit risks; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees, members of management, managers or consultants of the Issuer or its Subsidiaries shall be a Derivative Transaction.

“Dollars” or “$” refers to lawful U.S. Dollars.

“Eligible Market” means the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market or the Nasdaq Global Market so long as the market capitalization of the Issuer is $100,000,000 or more.

“Existing Debt Agreements” means the Indebtedness incurred by the Issuer pursuant to that certain (i) Syndication Credit Facility Agreement between the Issuer, Gogoro Network (Cayman), Taiwan Branch, and Mega International Commercial Bank Co., Ltd., dated September 28, 2022 (the “Syndication Credit Agreement”) and (ii) Medium to Long-Term Credit Facility Agreement between Gogoro Network (Cayman), Taiwan Branch, and Mega International Commercial Bank Co., Ltd., dated January 6, 2021 (as amended on December 14, 2022).

“Forced Redemption Price” means a cash purchase price equal to the sum of (i) 100% of the Principal and (ii) accrued and unpaid Interest on this Note as of the Redemption Date.

“Governmental Authority” means any national, federal, state, provincial or local authority, court, government or self-regulatory organization (including any stock exchange), commission, tribunal or organization, or any regulatory agency, or any political or other subdivision, department or branch of any of the foregoing.

“IFRS” means the International Financial Reporting Standards, as issued by the International Accounting Standards Board, in effect and applicable to the accounting period in respect of which reference to IFRS is made.

“Indebtedness” as applied to any Person means, without duplication,

A-3

provided, that (A) Indebtedness shall not include (1) trade payables and other ordinary course payables and accrued expenses arising in the ordinary course of business, (2) deferred or prepaid revenue, (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (4) any amounts payable by and between the Issuer or any of its Subsidiaries, (5) any Indebtedness defeased by such Person or by any Subsidiary of such Person and (6) contingent obligations incurred in the ordinary course of business; (B) the amount of Indebtedness of any Person for purposes of clause (vii) above shall be deemed to be equal to the lesser of (1) the aggregate unpaid principal amount of such Indebtedness and (2) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Interest Date” means with respect to the Interest Period, the last day of the applicable Interest Period.

“Interest Period” means (i) initially, the period commencing on the Issuance Date and ending on the immediate next June 30 (if the Issuance Date is during the first six months of the calendar year for which the Issuance Date has occurred) or the immediate next December 31 (if the Issuance Date is during the second six months of the calendar year for which the Issuance Date has occurred) and (ii) thereafter, each period of six months immediately following the last Interest Period commencing on January 1 and July 1 (as the case may be) of each calendar year; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day and the next Interest Period shall commence on the day immediately following such Business Day; and (b) the last Interest Period shall end on the Maturity Date (instead of on the date falling on six months after the first date of such Interest Period).

“Interest Rate” means with respect to any Interest Period, SOFR on the first (1^st) Business Day of such Interest Period, plus 1.60% per annum.

A-4

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any capital lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided that in no event shall an operating lease in and of itself be deemed to constitute a Lien.

“Maturity Date” means the date that is fifteen (15) months after the Issuance Date.

“Nasdaq” means the Nasdaq Global Select Market.

“OFAC” means the U.S. Treasury Department’s Office of Foreign Assets Control.

“Operational Milestones” means such definition set forth in Annex A-3.

“Optional Redemption Price” means the sum of (i) the portion of the Principal elected by the Issuer to be redeemed and (ii) the accrued but unpaid Interest with respect to such portion of the Principal, if any, up to, but excluding the Redemption Date.

“Ordinary Shares” means (i) the Issuer’s ordinary shares, par value $0.0001 per share, and (ii) any share capital into which such ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary shares.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation, amalgamation or organization and its by-laws, (b) with respect to any limited partnership, its certificate or declaration of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, (d) with respect to any limited liability company, its articles of organization or certificate of formation, and its operating agreement, and (e) with respect to any other form of entity, such other organizational documents required by local Applicable Law or customary under such jurisdiction to document the formation and governance principles of such type of entity. In the event that any term or condition of this Note requires any Organizational Document to be certified by a secretary of state or similar Governmental Authority, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such Governmental Authority.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or any other entity.

“Principal” has the meaning given to such term in the recitals hereto.

“Principal Market” means Nasdaq or any Eligible Market on which the Issuer’s Ordinary Shares are listed (and, in the case of simultaneous listings on multiple markets, the majority of the Issuer’s Ordinary Shares trade) at the applicable time.

“Redemption Date” means any date on which this Note is redeemed or deemed to be redeemed, as applicable, pursuant to an Optional Redemption by the Issuer or a CoC Mandatory Redemption.

“Reference Date” means the earlier of (i) the date on which this Note has been fully converted, redeemed or paid off in accordance with the terms hereof and (ii) the Maturity Date.

“Registration Rights Agreement” means the registration rights agreement, dated as of June 24, 2024, between the Issuer and the Initial Noteholder, as amended from time to time.

A-5

“Responsible Officer” means, with respect to any Person, any director, the chief executive officer, the chief financial officer, the general counsel or any other individual holding an equivalent position of such Person in respect of this Note. Any document delivered hereunder that is signed by a Responsible Officer of the Issuer shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of the Issuer, and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Issuer.

“Sanctioned Person” means (i) any person or entity named on OFAC’s List of Specially Designated Nationals and Blocked Persons, the EU Consolidated List, the list of Financial Sanctions Targets maintained by His Majesty’s Treasury, or on any list of restricted parties issued under Sanctions; (ii) that is, or is part of, a government of any Sanctioned Territory; (iii) wholly owned or controlled by, or acting on behalf of, any of the foregoing; (iv) resident in, located in or operating from a Sanctioned Territory; or (v) otherwise targeted under any Sanctions.

“Sanctioned Territories” means any country or other territory targeted by a general export, import, financial or investment embargo under Sanctions, including the Crimea region, the separatist-controlled portions of the Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea and Syria

“Sanctions” means all economic or financial sanctions and export controls administered by OFAC, the U.S. State Department, the U.S. Commerce Department, any other governmental agency of the US government, the United Nations, the European Union or any member state thereof, and the United Kingdom.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Securities” means any stock, shares, units, partnership interests, voting trust certificates, options, warrants, bonds, debentures, notes, or other evidences of Indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing; provided that the term “Securities” shall not include any earn-out agreement or obligation or any employee bonus or other incentive compensation plan or agreement.

“Significant Subsidiary” means, with respect to any Person, any subsidiary of such Person that constitutes, or any group of subsidiaries of such Person that, in the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the 1934 Act) of such Person as of the time of determination.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) and listed at the following web address (https://www.newyorkfed.org/markets/reference-rates/sofr).

“Strategic Partnership” means the proposed electric two-wheeler joint venture between the Issuer and the Initial Noteholder (or their respective Affiliates).

“Strategic Partnership Agreement” means the joint venture agreement or shareholders’ agreement of the Strategic Partnership, dated as of the date hereof, by and between the Issuer and the Initial Noteholder (or their respective Affiliates).

“Strategic Partnership Subscription Agreement” means the subscription agreement of the Strategic Partnership, dated as of the date hereof, between the Issuer and the Initial Noteholder (or their respective Affiliates), providing for the subscription of equity interests in the Strategic Partnership by the Issuer and the Initial Noteholder.

A-6

“Strategic Partnership Transaction Documents” means the Strategic Partnership Agreement, the Strategic Partnership Subscription Agreement and the memorandum and articles of association (or the equivalent organizational document) of the Strategic Partnership.

“Subscription Agreement” means the subscription agreement, dated as of June 24, 2024, between the Issuer and the Initial Noteholder, providing for the subscription of Ordinary Shares by the Initial Noteholder.

“Subscription Agreement Side Letter” means the letter agreement, dated as of June 24, 2024, between the Issuer and the Initial Noteholder.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof, in each case to the extent the relevant entity’s financial results are required to be included in such Person’s consolidated financial statements under IFRS; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interests in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless otherwise specified, “subsidiary” shall mean any subsidiary of the Issuer.

“Taxes” means all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Trading Day” means, as applicable, (i) with respect to all price or trading volume determinations relating to the Ordinary Shares, any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Ordinary Shares, then on the principal securities exchange or securities market on which the Ordinary Shares are then traded, provided that “Trading Day” shall not include any day on which the Ordinary Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Noteholder or (ii) with respect to all determinations other than price determinations relating to the Ordinary Shares, any day on which the Principal Market (or any successor thereto) is open for trading of securities.

“Transaction Documents” means this Note, the Note Purchase Agreement, the Subscription Agreement, the Subscription Agreement Side Letter, the Registration Rights Agreement and the Strategic Partnership Transaction Documents.

“U.S.” means the United States of America.

“U.S. Government Securities Business Day” means any day other than a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

A-7

“Wholly-Owned Subsidiary” of any Person means a subsidiary of such Person, 100% of the Capital Stock of which (other than directors’ qualifying shares or shares required by Applicable Law to be owned by a resident of the relevant jurisdiction) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

A-8

ANNEX A-1

AFFIRMATIVE COVENANTS

A-1-1

A-1-2

A-1-3

ANNEX A-2

NEGATIVE COVENANTS

A-2-1

A-2-2

ANNEX A-3

OPERATIONAL MILESTONES

[Content of Annex A-3 redacted.]

A-3-1

EXHIBIT E

Form of Cayman Legal Opinion

[Content of Exhibit E redacted.]

EXHIBIT F

Form of U.S. Legal Opinion

[Content of Exhibit F redacted.]

EXHIBIT G

Form of Transfer Agent Evidence

[Content of Exhibit G redacted.]

Exhibit 10.2

Letter Agreement

Gogoro Inc.

This letter agreement (this “Letter Agreement”), dated as of June 24, 2024, between Gogoro Inc., a Cayman Islands exempted company (the “Company”), and Castrol Holdings International Limited, a private limited company incorporated in England and Wales (“Subscriber” and together with the Company, the “Parties” and each, a “Party”), in connection with that certain Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, between the Company and Subscriber, and the Subscription contemplated thereunder. Capitalized terms used but not otherwise defined herein (including in Section 4) shall have the meanings ascribed to them in the Subscription Agreement.

1. Grant of Put Option.

(a) Put Option. Subject to the terms and conditions of this Letter Agreement and except as set forth in Section 1(g), if, following the date hereof, the Second Tranche Closing shall not have occurred prior to June 30, 2025 (such date, the “Put Option Start Date”), at any time during the twelve (12) month period immediately following the Put Option Start Date (subject to earlier termination as provided herein, such period, the “Put Option Period”), Subscriber shall have the right, but not the obligation, to require the Company to repurchase all (or any portion of) the Subscribed Shares sold to Subscriber in connection with the Subscription (the “Put Option” and such repurchased Subscribed Shares, the “Put Option Shares”) at a price per Ordinary Share equal to the Per Share Purchase Price (such aggregate amount, the “Put Option Price”); provided, that the Put Option Period shall terminate upon the Second Tranche Closing if the Second Tranche Closing occurs prior to the expiration of the Put Option Period. Subscriber may not exercise the Put Option more than once.

(b) Procedures.

(i) The Put Option shall be deemed to have been exercised on the date that Subscriber delivers to the Company irrevocable written notice (the “Exercise Notice”) of Subscriber’s election to exercise the Put Option.

(ii) The Exercise Notice shall specify the number of Put Option Shares to be repurchased by the Company and the Put Option Price.

(iii) The Company and Subscriber shall consummate the repurchase of all of the Put Option Shares specified in the Exercise Notice in accordance with this Section 1 within ten (10) Business Days after the Company’s receipt of the Exercise Notice (the “Put Option Repurchase”).

(iv) For the avoidance of doubt, no delay or failure by or on behalf of the Company to consummate the Put Option Repurchase following the delivery by Subscriber during the Put Option Period of the Exercise Notice shall affect, restrict, amend or otherwise modify the obligations of the Company to consummate the Put Option Repurchase.

(c) Consummation of Put Option Repurchase. At the closing of the Put Option Repurchase:

(i) the Company shall pay to Subscriber the Put Option Price for the Put Option Shares by wire transfer in immediately available funds in United States dollars to a bank account(s) specified by Subscriber in writing at least three (3) days prior to the closing of the Put Option Repurchase; and

(ii) Subscriber shall transfer the Put Option Shares to the Company, free and clear of any liens, by delivering to the Company an instrument of transfer in respect of the Put Option Shares, in a form reasonably satisfactory to the Company, duly executed by Subscriber.

(d) Cooperation. The Company and Subscriber shall each take all actions as may be reasonably necessary or required to consummate the Put Option Repurchase, subject to Applicable Law, including, without limitation, entering into all contracts and delivering all certificates and instruments and obtaining all consents reasonably necessary or required to consummate the Put Option Repurchase.

(e) Register of Members. At the closing of the Put Option Repurchase (or promptly thereafter), the Company shall update its register of members to reflect the Put Option Repurchase.

(f) Expiration of Put Option. For the avoidance of doubt, the Put Option shall expire on the earlier to occur of (i) the Second Tranche Closing, (ii) the day immediately following the expiration of the Put Option Period and (iii) the exercise of any of the rights pursuant to Section 1(g).

(g) Additional Put Option Rights.

(i) If, at any time following the Closing Date until the earlier of the Second Tranche Closing and the expiration of the Put Option Period, there is a Change of Control Transaction, the Company shall provide Subscriber with written notice thereof (a “CoC Notice”) no later than five (5) Business Days prior to the consummation of such Change of Control Transaction. Following receipt of a CoC Notice, Subscriber shall have the right, but not the obligation, to require the Company to repurchase all (or any portion of) the Put Option Shares at a price per Ordinary Share equal to the Per Share Purchase Price pursuant to an Exercise Notice delivered to the Company at any time prior to the consummation of a Change of Control Transaction. Any Put Option Repurchase pursuant to this Section 1(g)(i) shall be deemed satisfied upon payment of the Put Option Price to Subscriber prior to, on the same day as or concurrently with the consummation of a Change of Control Transaction.

(ii) If, at any time following the Closing Date until the earlier of the Second Tranche Closing and the expiration of the Put Option Period, upon a material breach by the Company of any of its representations, obligations, covenants or agreements under the Subscription Agreement or the Registration Rights Agreement, which has not been, or is unable to be, cured within thirty (30) days following written notice by Subscriber to the Company of such material breach, Subscriber shall have the right, but not the obligation, to require the Company to repurchase all (or any portion of) the Put Option Shares at a price per Ordinary Share equal to the Per Share Purchase Price. The procedures set forth in Section 1(b) to Section 1(e) shall apply mutatis mutandis to an exercise of the put option pursuant to this Section 1(g)(ii).

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(iii) Subscriber may not exercise the rights under this Section 1(g) more than once.

2. Information and Consultation Right.

(a) Quarterly Consultations. So long as Subscriber holds at least five percent (5%) of the Initial Subscribed Shares (as defined below), no later than ten (10) Business Days following the announcement by the Company of its financial results for the prior quarter of the applicable fiscal year period, the Company shall hold a live consultation session with Subscriber, which may be in-person or remote as may be mutually agreed in writing between the Company and Subscriber (such consultation, a “Quarterly Consultation”).

(b) Length of each Quarterly Consultation. Unless otherwise mutually agreed in writing between the Company and Subscriber, each Quarterly Consultation shall last for up to: (i) three hours so long as Subscriber holds greater than or equal to fifty percent (50%) of the Initial Subscribed Shares; (ii) two hours so long as Subscriber holds less than fifty percent (50%) of the Initial Subscribed Shares but greater than or equal to twenty percent (20%) of the Initial Subscribed Shares; and (iii) one hour so long as Subscriber holds less than twenty percent (20%) of the Initial Subscribed Shares but greater than or equal to five percent (5%) of the Initial Subscribed Shares. For the purposes hereof, “Initial Subscribed Shares” means (i) prior to the Second Tranche Closing, all of the Subscribed Shares, and (ii) after the Second Tranche Closing, all of the Subscribed Shares and all of the Ordinary Shares issued and issuable pursuant to the Convertible Note.

(c) Agenda. During each Quarterly Consultation, the Company shall provide Subscriber with: (i) updates on the progress of the creation of the Strategic Partnership; (ii) updates on the business, operation and conditions of the Company; and (iii) financial and commercial information, and related technical matters, of the Company in the form attached hereto as Exhibit A. Notwithstanding the foregoing, Subscriber may propose reasonable additional agenda items at least five (5) Business Days prior to any such Quarterly Consultation, and the Company shall reasonably accommodate the inclusion of such agenda items with respect to such Quarterly Consultation.

(d) Termination. For the avoidance of doubt, this Section 2 shall immediately and automatically terminate and be of no further force or effect upon the date when Subscriber ceases to hold at least five percent (5%) of the Initial Subscribed Shares.

3. Side Letters.

(a) The Company agrees that if, during the period commencing on the date of this Letter Agreement and ending on the date falling twelve (12) months after the date of this Letter Agreement, the Company enters into any side letter agreement or other similar contract with any Person (i) in connection with any Relevant Issuance (as defined below) (such agreement, an “Other Subscription Agreement”) and (ii) conferring, or agreeing to confer, any information rights, consultation rights or right to appoint or remove any member of the board of directors of the Company in each case that are materially more favorable to such Person (such rights, “MFN Terms”) (it being understood that any copies of any such Other Subscription Agreement or MFN Terms therein may be redacted so as not to disclose the identity of any such Person to which they relate), then the Company shall, acting reasonably and in good faith, offer to Subscriber the opportunity to elect to include such MFN Terms of such Other Subscription Agreement in this Letter Agreement. Within thirty (30) days of the date of any Other Subscription Agreement being entered into or the Company agreeing to any MFN Terms, as applicable, the Company shall provide an election form containing any such MFN Terms to Subscriber for completion by Subscriber within thirty (30) days of receipt thereof (an “MFN Election Form”). Any MFN Terms elected by Subscriber pursuant to an MFN Election Form shall be deemed to be automatically incorporated into this Letter Agreement with retroactive effect.

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(b) For purposes of this Section 3, the term “Relevant Issuance” means any issuance of shares of capital stock (including Ordinary Shares and preference shares) of the Company to any Person (other than Subscriber) by the Company (including any deemed issuance of Ordinary Shares upon the issuance of any options, warrants or other securities convertible into or exchangeable for Ordinary Shares (it being agreed that, for the purposes of this definition, the maximum number of Ordinary Shares issuable upon such exercise, conversion or exchange of such securities shall be deemed to have been issued at the applicable conversion price, exchange price or exercise price, as applicable, upon the issuance of such securities)) that (i) is issued or deemed to be issued at a per Ordinary Share price (treating for this purpose all such capital stock as if it had been converted to Ordinary Shares) that is less than or equal to the volume weighted average of the closing prices of the Ordinary Shares as reported by the Nasdaq Global Select Market on each trading day that occurs during the period of thirty (30) consecutive trading days that ends on (and includes) the trading day immediately before such date of issuance or deemed issuance and (ii) on the date of such issuance or deemed issuance and after giving effect to such issuance or deemed issuance, such Person (together with its Affiliates) subscribing for such capital stock of the Company in such issuance or deemed issuance hold a number of Ordinary Shares (treating for this purpose all such capital stock as if it had been converted to Ordinary Shares) that is less than or equal to the number of Ordinary Shares then held by Subscriber (treating for this purpose all such capital stock as if it had been converted to Ordinary Shares); provided, that none of the following issuances or deemed issuances of capital stock by the Company shall be deemed a “Relevant Issuance” for purposes of this Section 3: (a) any issuance or deemed issuance of shares of capital stock to employees or directors of, or consultants or advisors to, the Company pursuant to any option or incentive plan of the Company adopted by the board of directors of the Company, (b) any issuance or deemed issuance of shares of capital stock of the Company to the holders of all of the outstanding Ordinary Shares by way of a pro rata dividend or distribution, (c) any issuance of shares of capital stock pursuant to the terms of any options, warrants or other securities convertible into or exchangeable for Ordinary Shares and (d) any issuance or deemed issuance of capital stock of the Company, pursuant to a bona fide acquisition on arms’ length terms (whether by consolidation, merger, amalgamation, reorganization or other extraordinary corporate transaction, and whether such issuance or deemed issuance arises out of an equity rollover, investment of cash proceeds or otherwise, in each case, in lieu of cash consideration payable to such Person), to any Person consummating such transaction by the Company.

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4. Definitions. Capitalized terms used but not defined herein shall have the meanings given to them in the Subscription Agreement. For purposes of this Letter Agreement:

(a) “Change of Control Transaction” means any of the following events: (i) a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company or one or more employee benefit plans of the Company, files any report with the Commission indicating that such person or group has become the direct or indirect “beneficial owner” of Ordinary Shares representing more than fifty percent (50%) of the Company’s then outstanding Ordinary Shares (other than Ordinary Shares held by the Company as treasury stock or owned by a Subsidiary of the Company); (ii) the consummation of (A) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company, taken as a whole, to any Person; or (B) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, amalgamation, arrangement, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) more than fifty percent (50%) of the outstanding Ordinary Shares (other than Ordinary Shares held by the Company as treasury stock or owned by a Subsidiary of the Company) are exchanged for, converted into, acquired for, or constitute solely the right to receive, other securities, cash or other property (other than a subdivision or combination, or solely a change in par value, of the Ordinary Shares); provided, however, that any merger, consolidation, amalgamation, arrangement, share exchange or combination of the Company pursuant to which the Persons that directly or indirectly “beneficially owned” all classes of Ordinary Shares of the Company immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction, will be deemed not to be a Change of Control Transaction pursuant to this clause; or (iii) the Company’s shareholders approve any plan or proposal for the liquidation or dissolution of the Company. For the purposes of this definition, whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.

(b) “Second Tranche Closing” means the signing date in accordance with the terms of the definitive agreements mutually agreed by the Parties in respect of the Strategic Partnership, provided, that if the consummation of the transactions contemplated by such definitive agreements occurs on a day subsequent to the signing date of such definitive agreements, then the “Second Tranche Closing” shall mean the date of consummation of the transactions contemplated thereby.

(c) “Strategic Partnership” means the contemplated electric two-wheeler joint venture between the Parties (or their respective affiliates).

5. Miscellaneous.

(a) This Letter Agreement may be terminated by the mutual written agreement of the Parties.

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(b) Subscriber agrees to keep and not disclose any confidential, proprietary, non-public information disclosed by or on behalf of the Company to Subscriber pursuant to the terms of this Letter Agreement (“Confidential Information”), except that Subscriber may disclose the Confidential Information: (i) to its subsidiaries and affiliates and its and their respective directors, managers, members, partners, officers, employees, professional advisors, auditors, agents or other representatives (including, but not limited to, lawyers, financial advisors, accountants, consultants and other professionals) (collectively, the “Representatives”), in each case so long as such Representatives are bound by appropriate non-disclosure obligations or have agreed to maintain the confidentiality of such Confidential Information; (ii) as is requested or required by any Governmental Authority or under any Applicable Law (including but not limited to pursuant to any securities laws and regulations or rules and policies of any applicable stock exchanges or in connection with any legal, judicial, arbitration or administrative proceedings of any Governmental Authority), provided, that Subscriber or any of its Representatives, if permitted by such Applicable Law, shall provide the Company with written notice reasonably in advance of any such disclosure so that the Company may, at its sole cost and expense, seek a restrictive order or other appropriate remedy limiting the disclose of only that portion of the Confidential Information requested or required to be disclosed pursuant to Applicable Law (provided, further, that, notwithstanding the foregoing, Subscriber or its Representatives may disclose Confidential Information, and no notice or other action shall be required, pursuant to requests for information in connection with routine supervisory examinations, audits or blanket document requests or other supervisory oversight by any bank examiner, banking or securities regulatory authority or self-regulatory organization as long as such requests are not targeted at the Company or the Confidential Information); (iii) to any prospective transferee in connection with any transfer permitted pursuant to (or not prohibited by) the terms of the Subscription Agreement, this Letter Agreement, the Registration Rights Agreement or, if applicable, the Convertible Note or the Note Purchase Agreement so long as such prospective transferee agrees to be bound by confidentiality provisions no less restrictive than those set forth in this Section 5(b); or (iv) as otherwise agreed with the Company. Notwithstanding the foregoing, the term “Confidential Information” shall not include any information that: (A) is known or becomes available to the public (other than as a result of a breach of the confidentiality and non-use provisions herein by Subscriber); (B) is or has been independently developed or conceived by Subscriber or any of its Representatives without use of any such Confidential Information; or (C) is or has been made available to, known by or disclosed to Subscriber or any of its Representatives by a third party without an obligation of confidentiality to the Company. Unless earlier terminated by the mutual written agreement of the Parties, this Section 5(b) shall expire on the first (1^st) anniversary of the date of the termination of Section 2 or this Letter Agreement in accordance with the terms hereunder. Subscriber acknowledges that it is aware that applicable securities laws may prohibit any Person who has received material non-public information (including with respect to matters that may be the subject of this Letter Agreement) by or on behalf of the Company from purchasing or selling securities of the Company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.

(c) Section 10 of the Subscription Agreement shall apply to this Letter Agreement, mutatis mutandis, as if it were a part hereof.

[Signature page follows]

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Please sign where indicated below to acknowledge your agreement to the foregoing.

[Signature Page to the Side Letter]

[Signature Page to the Side Letter]

EXHIBIT A

Form of Quarterly Consultation Information

[Content of Exhibit A redacted.]

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) dated as of June 24, 2024, is made and entered into by and among:

(i) Gogoro Inc., a Cayman Islands exempted company (the “Company”); and

(ii) Castrol Holdings International Limited, a private limited company incorporated in England and Wales, and any permitted assignee or transferee who hereinafter becomes a party to this Agreement pursuant to Section 5.2 (each a “Holder” and collectively, the “Holders”).

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement (defined below).

RECITALS

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Company and Holder are entering into that certain Subscription Agreement, dated as of June 24, 2024 (the “Subscription Agreement”), whereby, among other things, Holder will subscribe for and purchase from the Company, and the Company will issue and sell to Holder, 16,887,328 ordinary shares of the Company, par value US$0.0001 per share (the “Company Ordinary Shares”), for an aggregate purchase price of US$25,000,000 (such transaction, the “Subscription”);

WHEREAS, pursuant to the Subscription Agreement, concurrently with the Second Tranche Closing, the Company and Holder shall enter into that certain convertible note purchase agreement, in substantially the form attached to the Subscription Agreement (the “Note Purchase Agreement”), whereby the Company shall issue to Holder US$25,000,000 original principal amount of convertible notes, in substantially the form attached to the Subscription Agreement (the “Convertible Note”); and

WHEREAS, upon any conversion of the Convertible Note in accordance with it terms, the Company will issue certain Company Ordinary Shares to Holder (and each other Person that becomes a holder of a note issued pursuant to the Convertible Note) in accordance with the terms of the Convertible Note (such Company Ordinary Shares, the “Conversion Shares”).

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Authority or any arbitration or mediation tribunal.

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer of the Company or the Board, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.

“Affiliate” shall mean, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, that Person.

“Agreement” shall have the meaning given in the Preamble hereto.

“Amended and Restated Memorandum and Articles of Association” shall mean the Amended and Restated Memorandum and Articles of Association of the Company in effect as of the date hereof, as may be amended, modified, supplemented and restated from time to time.

“Blackout Period” shall have the meaning given in Section 3.4.2.

“Block Trade” shall mean an offering and/or sale of Registrable Securities on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Board” shall mean the board of directors of the Company.

“Commission” shall mean the Securities and Exchange Commission.

“Company” shall have the meaning given in the Recitals hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Company Ordinary Share” shall have the meaning given in the Recitals hereto and having the rights and being subject the restrictions, set out in the Amended and Restated Memorandum and Articles of Association.

“Conversion Shares” shall have the meaning given in the Recitals hereto.

“Convertible Note” shall have the meaning given in the Recitals hereto.

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“Demanding Holder” shall have the meaning given in Section 2.1.4.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“FINRA” shall mean the Financial Industry Regulatory Authority Inc.

“Form F-1 Shelf” shall have the meaning given in Section 2.1.1.

“Form F-3 Shelf” shall have the meaning given in Section 2.1.1.

“Governmental Authority” shall mean any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board, bureau, agency or instrumentality, arbitral panel, court or tribunal, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Holder” and “Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Holder Information” shall have the meaning given in Section 4.1.2.

“Maximum Number of Securities” shall have the meaning given in Section 2.1.5.

“Minimum Takedown Threshold” shall have the meaning given in Section 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“New Registration Statement” shall have the meaning given in Section 2.1.7.

“Note Purchase Agreement” shall have the meaning given in the Recitals hereto.

“Other Coordinated Offering” shall have the meaning given in Section 2.4.1.

“Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Authority or other entity of any kind or nature.

“Piggyback Registration” shall have the meaning given in Section 2.2.1.

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“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) any Company Ordinary Shares issued to the Holder in connection with the Subscription, (b) the Conversion Shares, and (c) any other Company Ordinary Shares issued or issuable to a Holder with respect to any securities referenced in clauses (a) and (b) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company to the transferee, and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; or (E) such securities become eligible for sale without restriction under Rule 144 and such Holder holds less than one percent (1%) of the total number of the then issued and outstanding Company Ordinary Shares.

“Registration” shall mean a registration effected by preparing and filing a registration statement, prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with FINRA) and any national securities exchange on which the Company Ordinary Shares are then listed;

(B) fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with “blue sky” qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one legal counsel selected by the majority-in-interest of the securities requested to be registered by the Demanding Holders in an Underwritten Offering (not to exceed US$50,000 without the consent of the Company).

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“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holders” shall have the meaning given in Section 2.1.5.

“SEC Guidance” shall have the meaning given in Section 2.1.7.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Form F-1 Shelf, the Form F-3 Shelf, or any Subsequent Shelf Registration, as the case may be.

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Subscription” shall have the meaning given in the Recitals hereto.

“Subscription Agreement” shall have the meaning given in the Recitals hereto.

“Subsequent Shelf Registration” shall have the meaning given in Section 2.1.2.

“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” shall have the meaning given in Section 2.1.4.

“Withdrawal Notice” shall have the meaning given in Section 2.1.6.

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ARTICLE II

REGISTRATIONS AND OFFERINGS

2.1 Shelf Registration.

2.1.1 Filing. Subject to the terms and conditions hereof and Applicable Laws, the Company shall file within 60 days of the Closing Date, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form F-1 or Form S-1, as applicable (the “Form F-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form F-3 or Form S-3, a Shelf Registration on Form F-3 or Form S-3, as applicable (the “Form F-3 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis; provided, however, that the Company’s obligations to include the Registrable Securities held by a Holder in the Shelf are contingent upon such Holder furnishing in writing to the Company such information regarding the Holder, the securities of the Company held by the Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Form F-3 Shelf as soon as practicable after the Company is eligible to use Form F-3.

2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, upon written request from the Holders, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities (determined as of two Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date), and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form F-3 or Form S-3, as applicable, to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.

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2.1.3 Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be covered twice per calendar year for any Holder.

2.1.4 Requests for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission, subject to the terms and conditions hereof and Applicable Laws, any Holder (being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or Other Coordinated Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by all Holders selling any Registrable Securities in such offering with a total offering price reasonably expected to exceed, in the aggregate, US$10 million (the “Minimum Takedown Threshold”); and under no circumstances shall the Company be obligated to effect more than an aggregate of two (2) Underwritten Shelf Takedowns in any consecutive 12-month period. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least ten days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Such Demanding Holders shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Takedown.

2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holder and the Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or other equity securities that the Company desires to sell and all other Company Ordinary Shares or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, before including any Company Ordinary Shares or other equity securities proposed to be sold by Company or by other holders of Company Ordinary Shares or other equity securities, the Registrable Securities of the Demanding Holder and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holder and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

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2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, the Demanding Holder initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown, and such Underwritten Shelf Takedown shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4; provided that the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.6.

2.1.7 New Registration Statement. Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs the Company that the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw the Shelf Registration and file a new registration statement (a “New Registration Statement”), on Form F-3 or if Form F-3 is not then available to the Company for such registration statement (including, but not limited to, Form S-3), on such other form available to register for resale of the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (“SEC Guidance”), including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company advocated with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Shelf Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-3, Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement.

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2.1.8 Effective Registration. Notwithstanding the provisions of Section 2.1.4 above or any other part of this Agreement, a Registration shall not count as a Registration unless and until (i) the Registration Statement has been declared effective by the Commission, and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that, if after such Registration Statement has been declared effective, an offering of Registrable Securities is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a demand registration becomes effective or is subsequently terminated.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. Subject to Section 2.4.3 and Section 2.2.5, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form F-4 or Form S-4 (or other similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2 and Section 2.2.5, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

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2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Company Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the Company Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2.1, and (iii) the Company Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(a) if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A) and (1) the Gold Sino Piggyback Rights Amendment (as defined below) is obtained in accordance with Section 2.2.5, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 and the shares of Company Ordinary Shares or other equity securities requested by holders under the Gold Sino Agreement (as defined below) exercising their rights to register their shares of Company Ordinary Shares or other equity securities, pro rata, based on the respective number of Registrable Securities and Company Ordinary Shares or other equity securities, if any, that each Holder and each holder under the Gold Sino Agreement has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities and shares of Company Ordinary Shares or other equity securities, if any, that the Holders and such holders under the Gold Sino Agreement have requested to be included in such Underwritten Offering or if (2) the Gold Sino Piggyback Rights Amendment is not obtained in accordance with Section 2.2.5, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 based on the respective number of Registrable Securities that each Holder has requested to be included in such Underwritten Offering after the Company has complied with the request, if any, by holders under the Gold Sino Agreement exercising their rights to register their shares of Company Ordinary Shares or other equity securities, in each case, in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;

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(b) if the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A) and (1) the Gold Sino Piggyback Rights Amendment is obtained in accordance with Section 2.2.5, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 and the shares of Company Ordinary Shares or other equity securities requested by holders under the Gold Sino Agreement exercising their rights to register their shares of Company Ordinary Shares or other equity securities, pro rata, based on the respective number of Registrable Securities and Company Ordinary Shares or other equity securities, if any, that each Holder and each holder under the Gold Sino Agreement has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities and shares of Company Ordinary Shares or other equity securities, if any, that the Holders and such holders under the Gold Sino Agreement have requested to be included in such Underwritten Offering or if (2) the Gold Sino Piggyback Rights Amendment is not obtained in accordance with Section 2.2.5, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 based on the respective number of Registrable Securities that each Holder has requested to be included in such Underwritten Offering after the Company has complied with the request, if any, by holders under the Gold Sino Agreement exercising their rights to register their shares of Company Ordinary Shares or other equity securities, in each case, in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities, (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Company Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and

(c) if the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than the Demanding Holder, whose right to withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

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2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4.

2.2.5 Amendment to Existing Registration Rights.

(a) Notwithstanding any other provision of this Agreement, during the 30-day period beginning on the date hereof, the Company shall use commercially reasonable efforts to take, or cause to be taken, as promptly as practicable, all actions necessary, proper or advisable to obtain the required consent, waiver or other modification of the terms and conditions of the Share and Warrant Purchase Agreement, dated as of May 31, 2024, between the Company and Gold Sino Assets Limited (“Gold Sino”) (the “Gold Sino Agreement”), pursuant to Section 11(g) of the Gold Sino Agreement, solely for the purpose of amending and restating the “piggyback registration rights” under Schedule 2(b) of the Gold Sino Agreement to include Piggyback Registration rights in the form set forth in Section 2.2.2(a)(B)(1) and Section 2.2.2(b)(B)(1) of this Agreement (such consent, waiver or other modification, the “Gold Sino Piggyback Rights Amendment”). During such 30-day period, the Company shall provide the Holder with reasonably prompt updates regarding its progress in obtaining the Gold Sino Piggyback Rights Amendment.

(b) If (i) the Company is unable to obtain the Gold Sino Piggyback Rights Amendment in accordance with Section 2.2.5(a) and (ii) an Underwritten Offering that is to be a Piggyback Registration is thereafter proposed to be conducted in accordance with this Section 2.2, during the 30-day period prior to any such Underwritten Offering, the Company shall use commercially reasonable efforts to take, or cause to be taken, as promptly as practicable, all actions necessary, proper or advisable to again obtain the Gold Sino Piggyback Rights Amendment in accordance with its obligations set forth in Section 2.2.5(a).

2.3 Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), each Holder given an opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not initiate a new Transfer of any Company Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Company Ordinary Shares, except (i) in the event the Underwriters managing the offering otherwise agree by written consent and (ii) Rule 10b5-1 trading plans (or similar plan) in effect prior to such 90-day period. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

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2.4 Block Trades; Other Coordinated Offerings.

2.4.1 Notwithstanding any other provision of Article II, but subject to Sections 2.3 and 3.4, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding Holder wishes to engage in (a) a Block Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in the aggregate, either the lesser of (x) US$10 million and (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures, in accordance with Sections 3.1.11 and 3.1.12.

2.4.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.

2.4.3 Any Registration effected pursuant to this Section 2.4 shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten Shelf Takedowns provided in the last sentence of Section 2.1.4. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

2.4.4 The Company shall have the right to consent to the Underwriters and any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks), which consent will not be unreasonably withheld, conditioned or delayed.

2.4.5 The Company represents that, as of the date hereof, no Person has the right to request or require it to register any equity securities issued by it, other than such registration rights granted pursuant to the Gold Sino Agreement. The Company will not grant any Person any registration rights with respect to the capital stock of the Company that are prior in right or in conflict or inconsistent with the rights of the Holders as set forth in this Article II in any material respect (it being understood that this shall not preclude the grant of additional demand and piggyback registration rights in and of themselves so long as such rights are not prior in right to the rights under this Agreement and no piggyback registration rights shall apply to any Block Trade effected by the Holders).

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ARTICLE III

COMPANY PROCEDURES

3.1 General Procedures. In connection with any Shelf and/or Underwritten Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable Securities;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five (5.0%) percent of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter(s), if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

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3.1.5 cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least two (2) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.10 permit a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense (except as otherwise set forth herein) in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter(s), attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriter(s) agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, Block Trade or Other Coordinated Offering that is registered pursuant to a Registration Statement, in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type of sales agent or placement agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent(s) or sales agent(s), if any, and the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, the placement agent(s), sales agent(s), or Underwriter(s) may reasonably request and as are customarily included in such opinions;

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3.1.13 in the event of any Underwritten Offering or Other Coordinated Offering that is registered pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary form, with the managing Underwriter(s), sales agent(s) or placement agent(s) of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of US$15 million with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s) in such Underwritten Offering;

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration; and

3.1.17 upon request of a Holder, the Company shall (i) authorize the Company’s transfer agent to remove any legend on share certificates of such Holder’s Company Ordinary Shares restricting further transfer (or any similar restriction in book entry positions of such Holder) if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement with the Company to which such Holder is a party, including if such shares subject to such a restriction have been sold on a Registration Statement, (ii) request the Company’s transfer agent to issue in lieu thereof Company Ordinary Shares without such restrictions to the Holder upon, as applicable, surrender of any stock certificates evidencing such shares of Company Ordinary Shares, or to update the applicable book entry position of such Holder so that it no longer is subject to such a restriction, and (iii) use commercially reasonable efforts to cooperate with such Holder to have such Holder’s Company Ordinary Shares transferred into a book-entry position at the transfer agent, in each case, subject to delivery of customary documentation, including any documentation required by such restrictive legend or book-entry notation.

3.1.18 Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or Other Coordinated Offering that is registered pursuant to a Registration Statement.

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3.2 Registration Expenses. All Registration Expenses shall be borne by the Company. It is acknowledged by the Holders that the Holders selling any Registrable Securities in an offering shall bear all transfer taxes and selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.

3.3 Requirements for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten Offering or Other Coordinated Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice and, if necessary, to request the immediate effectiveness thereof), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

3.4.2 Notwithstanding anything in this Agreement to the contrary, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board, be materially detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (any such period, a “Blackout Period”);^. provided, that no Blackout Period shall exceed more than 60 consecutive days after the request of the Holders is given. In the event the Company exercises its rights under this Section 3.4.2 the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.

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3.4.3 (a) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date 120 days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Sections 2.1.4 or 2.4.

3.4.4 The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2 or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than 60 consecutive calendar days and not more than twice during any 12-month period.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings^. provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by Applicable Law, each Holder of Registrable Securities, its officers, directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction of the Company in connection therewith.

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4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by Applicable Law, shall indemnify the Company, its directors, officers and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

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4.1.5 If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE V

MISCELLANEOUS

5.1 Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by FedEx or other internationally recognized overnight delivery service, in each case with a copy sent by e-mail to such Holder, or (iii) when sent, if sent by electronic mail or facsimile (if provided), during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, and in each such case upon confirmation of receipt by the intended recipient or when sent with no undeliverable email or other undeliverable or rejection notice. Any notice or communication under this Agreement must be addressed, if to the Company, to 11F, Building C, No. 225, Section 2, Chang’an E. Rd., SongShan District, Taipei City 105 Taiwan (Attn: Hok-Sum Horace Luke; Bruce Morrison Aitken), Email: [redacted], with a copy (which will not constitute notice) to Simpson Thacher & Bartlett, 35th Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong (Attn: Yi Gao and Yang Wang, Email: [redacted] and if to any Holder, at such Holder’s address and e-mail address as set forth in the Company’s books and records. Any party hereto may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the Company notice in the manner herein set forth.

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5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 This Agreement and the rights, duties and obligations of any Holder hereunder may not be assigned or delegated by such Holder in whole or in part, except that in connection with a transfer of Registrable Securities by such Holder, the transferring Holder may assign all (and no less than all) of its rights, together with all related duties and obligations hereunder, in respect of the Registrable Securities so transferred, to the transferee of such Registrable Securities; provided that (i) such Registrable Securities remain Registrable Securities following such transfer and such Person agrees to become bound by the terms and provisions of this Agreement, (ii) the number of Registrable Securities such transferee holds, as of immediately following such transfer, is equal to at least one percent (1%) of the total number of the then issued and outstanding Company Ordinary Shares, and (iii) such transfer complies in all respects with Applicable Laws.

5.2.3 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1, and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

5.2.4 Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 5.2 shall be null and void, ab initio.

5.2.5 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2.

5.3 Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

5.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic means, including DocuSign, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement, and such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

5.5 Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under Applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under Applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under Applicable Law, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

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5.6 Governing Law. This Agreement, the rights and duties of the parties hereto, any disputes (whether in contract, tort or statute), and the legal relations between the parties arising hereunder shall be governed by and interpreted and enforced in accordance with the laws of the State of Delaware without reference to its conflicts of law provisions.

5.7 Jurisdiction. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery, and if the Delaware Court of Chancery does not have or take jurisdiction, any other federal court located in the State of Delaware, for the purposes of any proceeding, claim, demand, action or cause of action (a) arising under this Agreement or (b) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the transactions contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any proceeding claim, demand, action or cause of action against such party (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the transactions contemplated hereby, (A) any claim that such party is not personally subject to the jurisdiction of the courts as described in this Section 5.7 for any reason, (B) that such party or such party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the proceeding, claim, demand, action or cause of action in any such court is brought against such party in an inconvenient forum, (y) the venue of such proceeding, claim, demand, action or cause of action against such party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such party in or by such courts. Each party agrees that service of any process, summons, notice or document by registered mail to such party’s respective address in accordance with Section 5.1 shall be effective service of process for any such proceeding, claim, demand, action or cause of action. Nothing in this Agreement will affect the right of any party herein to serve process in any other manner permitted by Applicable Law.

5.8 Remedies. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (i) such parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof and thereof, without proof of damages and without posting a bond, prior to the valid termination of this Agreement, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated hereby and without that right, none of the parties hereto would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties hereto have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.8 shall not be required to provide any bond or other security in connection with any such injunction.

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5.9 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

5.10 Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders holding a majority of the voting power of the then-outstanding Registrable Securities then held by all Holders in the aggregate, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.11 Term. This Agreement shall be effective from and after the Closing Date and shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5, Article IV and this Article V shall survive any termination.

5.12 Holder Information. Each Holder agrees, if requested in writing, to represent to the Company or such other requesting Holder the total number of Registrable Securities held by such Holder in order for the Company or a requesting Holder to make determinations hereunder.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

Exhibit 99.1

Castrol invests in Gogoro, a two-wheeler battery swapping leader

London and Taipei, June 25, 2024 – Castrol, a global leader in lubricants and part of the bp group, today announced an investment of up to US$50 million in Gogoro Inc. (Nasdaq: GGR), a global technology leader in battery-swapping ecosystems that enable smart mobility solutions for cities.

In the first tranche of the investment, Castrol Holdings, an affiliate of Castrol, will invest US$25 million in ordinary shares of Gogoro. This investment is expected to be followed by a second US$25 million investment in the form of a convertible note, which is subject to the consummation of certain transactions by the parties in connection with their business collaboration.

The first tranche investment will result in Castrol acquiring approximately 5.72% of Gogoro’s outstanding ordinary shares and it will be Castrol’s first step to unlock diversification opportunities beyond its core lubricants and fluids business under its new ‘Onward, Upward, Forward’ strategy.

“Two-wheelers are a critical part of our global product portfolio and as our customers transition to electric two-wheelers the Castrol brand has an important role to play in the eco-system,” said Michelle Jou, CEO Castrol. “Gogoro is a global leader in two-wheeler battery swapping and our investment in Gogoro is a strategic step towards diversifying our portfolio, remaining relevant in our customers’ lives, embracing new opportunities to future-proof our iconic 125-year-old brand and to create additional value for our shareholders.”

Gogoro’s vision is to accelerate the urban shift to sustainable two-wheel transportation in the world’s most densely populated cities. At the heart of Gogoro’s ecosystem is an open and interoperable battery swapping platform for lightweight two-wheeler and three-wheeler urban vehicles.

“Gogoro’s proven battery swapping platform and smart electric two-wheeler vehicles have demonstrated how cities can be transformed when given access to smart, sustainable and convenient portable power. This investment by Castrol is a testament to this success and enables us to expand even faster,” said Horace Luke, Founder and CEO of Gogoro.

—Ends—

Notes to Editors:

About Gogoro Battery Swapping

Gogoro battery swapping is a new generation of swappable battery refueling that is smart, safe, and continually optimizing itself to be dynamic and versatile for riders, businesses, and communities. In Taiwan, the Gogoro Network supports more than 600,000 vehicles and has more than 1.3 million smart batteries in circulation through its network of 12,500 battery swapping stations. The Gogoro Network supports 450,000 daily battery swaps with more than 590 million total battery swaps to date. The Gogoro battery-swapping network is available in 45 cities around the world, serving 2.8 million ecosystem subscribers.

About Castrol

Castrol, one of the world’s leading lubricant brands, has a proud heritage of innovation and fueling the dreams of pioneers. Our passion for performance, combined with a philosophy of working in partnership, has enabled Castrol to develop lubricants and greases that have been at the heart of numerous technological feats on land, air, sea and space for over 125 years. Castrol is part of the bp group and serves customers and consumers in the automotive, marine, industrial and energy sectors. Our branded products are recognized globally for innovation and high performance through our commitment to premium quality and cutting-edge technology. To find out more about Castrol, visit www.castrol.com or contact bppress@bp.com.

About Gogoro

Founded in 2011 to rethink urban energy and inspire the world to move through cities in smarter and more sustainable ways, Gogoro leverages the power of innovation to change the way urban energy is distributed and consumed. Recognized and awarded by Frost & Sullivan as the “2023 Global Company of the Year for battery swapping for electric two-wheel vehicles” and MIT Technology Review as one of “15 Climate Tech Companies to Watch” in 2023, Gogoro’s battery swapping and vehicle platforms offer a smart, proven, and sustainable long-term ecosystem for delivering a new approach to urban mobility. Gogoro has quickly become an innovation leader in vehicle design and electric propulsion, smart battery design, battery swapping, and advanced cloud services that utilize artificial intelligence to manage battery charging and availability. The challenge is massive, but the opportunity to disrupt the status quo, establish new standards, and achieve new levels of sustainable transportation growth in densely populated cities is even greater. For more information, visit https://www.gogoro.com/news and follow Gogoro on Twitter: @wearegogoro.

Forward-looking statements

This communication contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements generally relate to future events or Gogoro’s future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Gogoro’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this communication include, but are not limited to, the potential second tranche investment, the potential signing and/or closing of the definitive agreements in respect of a contemplated electric two-wheeler joint venture, the potential issuance of the convertible note by Gogoro, the strategic cooperation of Gogoro and Castrol Holdings, and the growth prospects of Gogoro. Such statements are based upon management’s current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond Gogoro’s control, which may cause Gogoro’s actual results, performance or achievements to differ materially from those in the forward-looking statements. The forward looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in Gogoro’s filings with the Securities and Exchange Commission (“SEC”), including Gogoro’s Form 20-F for the year ended December 31, 2023, which was filed on March 29, 2024 and its subsequent filings with the SEC, copies of which are available on our website and on the SEC’s website at www.sec.gov. All information contained in this communication is based on information available to Gogoro as of the date hereof, and Gogoro disclaims any obligation to update any such information, except as required by law.

Castrol Media contact:

bp press office London, bppress@bp.com, +44 7919 217511

bp press office USA

Gogoro Media contact:

Jason Gordon

+1 206 778 7245

jason.gordon@gogoro.com