Syndicated Credit Facility Agreement

Exhibit 10.13

Gogoro Energy Network (Cayman), Taiwan Branch

NT$7,200,000,000 Syndicated Credit Facility

Syndicated Credit Facility Agreement

Arrangers

Mega International Commercial Bank Co., Ltd.

Mega Bills Finance Co., Ltd.

Taiwan Cooperative Bank Ltd.

Taiwan Business Bank, Ltd.

First Commercial Bank Co., Ltd.

▇▇▇▇▇ ▇▇▇ Commercial Bank, Ltd.

Agent

Mega International Commercial Bank Co., Ltd.

Banking Syndicate

March 28, 2019

KPMG Law Firm

▇▇▇, ▇▇. ▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇

Confidential – Execution Version

Table of Contents

i

Confidential – Execution Version

ii

Confidential – Execution Version

iii

Attachments

Confidential – Execution Version

Syndicated Credit Facility Agreement

This Syndicated Credit Facility Agreement (hereinafter this “Agreement”) is signed by the following parties on March 28, 2019:

▇▇. ▇▇▇-Sum ▇▇▇▇▇▇ ▇▇▇▇ (passport no.: ▇▇▇▇▇▇▇▇▇), with his residential address at ▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇’an East Road, Songshan District, Taipei City (hereinafter the “Personal Guarantor”; together with the Corporate Guarantor, hereinafter individually or collectively, the “Guarantor”);

Whereas, the Borrower asked Gogoro Inc. and ▇▇. ▇▇▇-Sum ▇▇▇▇▇▇ ▇▇▇▇ to act as Guarantors and engaged the Arrangers to arrange the organization of the Banking Syndicate to provide a medium-term loan and commercial paper guarantee of up to NT$7,200,000,000 (hereinafter this “Credit Facility”) in order to repay the outstanding amount of the 2016 Syndicated Loan, to purchase batteries for electric vehicles and to enrich working capital;

Whereas, the Arrangers agree to organize the Banking Syndicate to provide the above syndicated credit facility and the Syndicated Banks agree to participate in this Credit Facility based on their individual committed limits;

- 1 -

Confidential – Execution Version

Therefore, the parties have agreed to below terms and conditions:

Article 1 Definitions and Interpretations

Unless otherwise provided in this Agreement, the following terms are defined as follows:

- 2 -

Confidential – Execution Version

- 3 -

Confidential – Execution Version

- 4 -

Confidential – Execution Version

- 5 -

Confidential – Execution Version

Article 2 Credit Facility

This Credit Facility is granted by the Banking Syndicate providing a medium-term loan and commercial paper guarantee up to a total limit of NT$7,200,000,000 for the following purposes:

The Total Credit Limit of this Agreement is NT$7,200,000,000. The limit of each Tranche Facility is as follows:

Medium-term loan of NT$1,200,000,000 available for one drawdown on non-revolving basis.

Medium-term loan of NT$4,000,000,000 available for multiple drawdowns on non-revolving basis.

Issuance of commercial paper guarantee for NT$2,000,000,000 available for multiple drawdowns on revolving basis.

- 6 -

Confidential – Execution Version

Subject to compliance with the conditions of this Agreement, the Borrower may draw down this Credit Facility before the following deadlines:

Subject to completion of the conditions precedent to drawdowns provided in this Agreement, the Borrower shall draw down this Credit Facility in the following manner:

- 7 -

Confidential – Execution Version

No Drawdown Application and (or) Commercial Paper Issuance Application shall be revoked (recovered) after it is issued by the Borrower and delivered to the Agent in accordance with Article 13, paragraph 4 of this Agreement. However, if the Drawdown Date specified by the Borrower on the Drawdown Application and (or) Commercial Paper Issuance Application becomes a non-Business Day due to a natural disaster or other events of force majeure, the Drawdown Date shall be the following Business Day. If the Borrower subsequently changes the Drawdown Date or if the drawdown request is invalid due to failure to meet the drawdown conditions, the Borrower shall compensate the costs and losses suffered by the relevant Syndicated Banks and (or) the Agent, provided that the Syndicated Banks and (or) the Agent shall provide relevant proof or supporting documents of such costs and losses.

After the Borrower has applied for drawdown in accordance with the previous paragraph, the Agent shall provide photocopies of the Borrower’s Drawdown Application and (or) Commercial Paper Issuance Application and give notice to relevant Syndicated Banks about the loan amounts to be advanced or guarantee to be provided calculated in accordance with their individual Commitment Ratios 2 Business Days before the Drawdown Date.

- 8 -

Confidential – Execution Version

If the Agent has advanced to the Borrower the loan amounts that should be advanced by the Syndicated Banks in accordance with this Agreement, if any Syndicated Bank fails to advance the loan amount to the Agent on time, following the Agent’s request, the Borrower shall return to the Agent the funds that had not been advanced by the relevant Syndicated Bank but advanced by the Agent within 5 Business Days from the advance, together with interest accrued from the date of advance at the loan interest rate provided under Article 3, paragraph 1 of this Agreement. The Syndicated Bank shall be liable for compensating any damage caused to the Borrower and (or) the Agent due to its failure to advance the loan amounts in accordance with this Agreement (including but not limited to the losses and relevant expenses incurred from the acquisition of the relevant facility at a cost that is higher than the interest (fee) rates under this Agreement), provided that the Borrower and (or) the Agent shall provide relevant supporting documents. Also, the Borrower shall not be obliged to pay the commitment fee in accordance with Article 11, paragraph 1, subparagraph (1) of this Agreement for the credit limit not drawn down due to the Syndicated Bank’s failure to advance the loan.

If the Borrower draws down the Tranche C Facility to repay the balance amount of the Borrower’s 2016 Syndicated Loan, the Tranche C Banks shall follow the instructions under the Guarantee and Underwriting Notice issued by the Agent (in the form of Attachment 5) and transfer the funds received to the designated account of the Issuer with the settlement institution to repay the 2016 Syndicated Loan. Upon transfer (deposit) of the funds to such account by the Tranche C Banks, it shall be deemed that the Borrower has received the loans advanced by the Syndicated Banks.

- 9 -

Confidential – Execution Version

Article 3 Repayment and Other Loan Conditions

The Borrower shall pay interest and guarantee fee in accordance with the following:

“Reference rate” referred to above means the 3-month fixing rate quoted on the page of the Taipei Interbank Offered Rate (TAIBOR) published on the website of the Bankers Association of the Republic of China at about 11:30 a.m. Taipei Time 2 Business Days before each Drawdown Date and (or) Interest Adjustment Date. If such applicable reference rate is not available on a certain day, the interest rate for the same period one Business Day before the date of reference rate shall be used as the reference rate. If such rate is still unavailable, the interest rate quoted for the second longest period displayed on such information system shall be adopted based on market practice.

Earnings before Tax Margin (X) = (Net Profit before Tax / Net Operating Revenue) x 100%

For commercial paper guaranteed by the Tranche C Banks, the Issuer shall pay fees and taxes as follows:

- 10 -

Confidential – Execution Version

The total cost of commercial paper issuance (including the factoring rate, guarantee fee rate and underwriting fee rate, but excluding the bills depository and settlement service fee) is calculated based on 365 days a year and accrues at the reference rate under subparagraph (1) of this paragraph plus a margin of 1.40%. The Tranche C Banks shall adjust each interest (fee) rate on the condition that the total cost shall remain the same. Such fees shall be deducted directly from the purchase price payable to the Issuer under the commercial papers purchased in accordance with this Agreement by each Tranche C Bank also acting as the underwriter.

The bills depository and settlement service fee is calculated based on the face value and the actual number of days issued based on the fee rates published by the Taiwan Depository and Clearing Corporation, which are borne by the Issuer and deducted directly from the purchase price payable to the Issuer under the commercial papers purchased in accordance with this Agreement by each Tranche C Bank also acting as the underwriter.

Earnings before Tax Margin (X) = (Net Profit before Tax / Net Operating Revenue) x 100%

- 11 -

Confidential – Execution Version

This Credit Facility shall be repaid in the following manner:

- 12 -

Confidential – Execution Version

In all circumstances, the Borrower shall fully repay all balance amount outstanding from each drawdown during the Credit Period, interest payable and other amounts and fees payable.

If the Borrower delays in the repayment of principal or the payment of interest, guarantee fee or any other amount or fee payable in accordance with this Agreement, or if the Borrower fails to perform any payment obligation guaranteed by the Tranche C Banks and the Tranche C Banks perform their guarantee liability and advance the payment, to the extent permitted by law, delay interest shall accrue at the delay interest rate, which shall be the loan interest rate of this Credit Facility plus a margin of 2% per annum, or the Agent’s New Taiwan Dollar base rate plus a margin of 2% per annum in the case of fees and other amounts (each such rate after the margin hereinafter referred to as the “Delay Interest Rate”), from the due date and (or) advance date (inclusive) until the date of actual repayment. If the delay is within 6 months (inclusive), breach penalty shall also accrue at 10% of the Delay Interest Rate on the amount of delay. If the delay exceeds 6 months, breach penalty shall accrue at 20% of the Delay Interest Rate on the amount of delay. If the reference rate applied to the interest of this Credit Facility changes, delay interest and breach penalty shall accrue in a variable manner in accordance with the provisions of this Agreement. Delay interest and breach penalty accrue on a daily basis and are calculated based on the actual number of days lapsed in proportion to the 365 days of a year. If the Borrower’s payment is delayed for over a year (or a shorter period permitted by the law) and if repayment is not made following demand, the Agent may roll over delay interest under any outstanding principal, advanced guarantee amount or fee payable of the same currency for the common interest of the Banking Syndicate and accrue interest thereon. Delay interest and breach penalty shall be paid immediately upon the Agent’s request.

The Borrower shall not cancel all or part of the undrawn credit limit under the Tranche A Facility, the Tranche B Facility or the Tranche C Facility, except if all of the following conditions are satisfied:

The total limit amount remaining available after the Borrower’s cancellation in accordance with the above is the limit amount of this Credit Facility starting from the date of cancellation.

If the Borrower cancels the limit amount in a manner other than in accordance with the above provisions, a one-time compensation fee shall be paid to the Agent at a fee rate of 0.10% of the cancelled amount, which shall be forwarded by the Agent to the relevant Syndicated Banks based on the Commitment Ratios.

- 13 -

Confidential – Execution Version

The Borrower shall not prepay all or part of any loan amount that is not yet due under the Tranche A Facility or the Tranche B Facility, except if all of the following conditions are satisfied:

Unless otherwise provided in this Agreement, if the Borrower makes prepayment other than in accordance with the above provisions, a one-time compensation fee shall be paid to the Agent at a fee rate of 0.10% of the prepayment amount, which shall be forwarded to the Tranche A Banks or the Tranche B Banks. The Borrower shall also bear the break funding costs incurred by the Tranche A Banks or the Tranche B Banks due to prepayment, provided that the Tranche A Banks or the Tranche B Banks shall provide relevant documents or proof showing the break funding costs they claim.

If any Syndicated Bank’s commitment or facility under this Agreement becomes illegal due to changes of any laws or orders, such Syndicated Bank shall immediately negotiate a solution with the Borrower and shall also give immediate written notice to the Agent. The agreement reached through such negotiation shall be binding on all parties. If an agreement is not reached within 5 Business Days, the credit commitment of such Syndicated Bank shall be revoked and the Borrower shall repay to the Agent the loan amount already advanced by such Syndicated Bank and loan interest accrued in accordance with this Agreement from the Drawdown Date to the date of repayment, as well as any other amount payable to such Syndicated Bank in accordance with this Agreement, within a reasonable period designated by the Agent and permitted by the law. It will not be necessary to pay for the compensation for early retirement as stated in Article V.

If the above breach of law is imputable to an event imputable to the Syndicated Bank concerned, such Syndicated Bank shall arrange alternative credit facility with equivalent conditions as this Agreement for the Borrower and shall compensate the Borrower for the additional costs and expenses incurred due to prepayment of the facility in accordance with the previous paragraph (provided that the Borrower shall provide relevant documents or proof showing the additional costs and expenses it claims).

Other than the profit-seeking enterprise income tax of the Syndicated Banks and other provisions of this Agreement, any tax imposed currently or in the future due to any amount payable under this Agreement or any document related hereto (including but not limited to business tax and stamp duty incurred from interest accrual, etc.) shall be borne by the Borrower. Taxes related to the issuance of commercial paper by the Issuer in accordance with this Agreement shall be governed

- 14 -

Confidential – Execution Version

by Article 3, paragraph 1 of this Agreement. If the Banking Syndicate is obliged to pay other taxes related to this Credit Facility or if the taxing basis of any tax previously borne by the Borrower is changed due to any change of law or change in the interpretation of the law by the competent authority, such tax shall be borne by the Borrower.

The Borrower shall not withhold or deduct any fee or tax from any amount paid to the Syndicated Banks. If the law requires that the Borrower must withhold any amount from the amount payable to the Syndicated Banks under this Agreement, the Borrower shall increase the amount payable so that, after the amount to be deducted is deducted (including the increased withheld amount due to the payment of such amount), the amount received by the Syndicated Banks is the same as the amount without withholding.

All taxes and reasonable costs incurred due to the signature and performance of this Agreement or documents related hereto or the security or enforcement of claims by the Syndicated Banks shall be borne by the Borrower.

If the Syndicated Banks incur increased cost in granting the credit due to changes of laws or orders or changes in the interpretation of laws or orders by the competent authority, the Borrower shall pay such amount immediately in accordance with the request of the Syndicated Banks to compensate the increased cost of the Syndicated Banks, provided that the Syndicated Banks shall provide relevant supporting documents.

The Borrower and (or) the Guarantor shall indemnify any Syndicated Bank, the Arrangers or the Agent for all losses, indebtedness, damage, costs and expenses incurred in relation to this Agreement due to any Event of Breach by the Borrower and (or) the Guarantor or any breach of any obligation under this Agreement by the Borrower and (or) the Guarantor. The Borrower and (or) the Guarantor shall also indemnify any Syndicated Bank, the Arrangers or the Agent for any cost of capital such as interest or fee incurred due to the non-repayment of any relevant amount. However, the Borrower and (or) the Guarantor shall not indemnify any loss, indebtedness, damage, cost or expense incurred due to the willful conduct or gross negligence of any Syndicated Bank, the Arrangers or the Agent.

Unless otherwise provided by this Agreement, all payments made by the Borrower in accordance with this Agreement, including but not limited to the repayment of principal of this Credit Facility, advanced guarantee amount, interest or other fees, shall be made by the Borrower to the business place designated by the Agent. Otherwise the repayment shall not take effect. The Borrower shall also make transfers into the account designated by the Agent before 12:00 p.m. Taipei Time on the principal repayment date, Interest Date or other due date. Payment after 12:00 p.m. Taipei Time shall be deemed payment on the following Business Day. If any due date is not a Business Day, it shall be postponed to the following Business Day. However, if the postponement goes across calendar months, payment shall be made on the previous Business Day.

Article 4 Conditions Precedent to Drawdown Limit

The Borrower’s initial drawdown of the Committed Limit of this Credit Facility in accordance with this Agreement is subject to the conditions precedent of the Agent’s receipt of the following documents at least 7 Business Days before the initial drawdown or other shorter period agreed by the Agent in the form and substance acceptable to the Agent (if any document is submitted in photocopy, the provider of the document must certify that it is a genuine, correct and full photocopy):

- 15 -

Confidential – Execution Version

- 16 -

Confidential – Execution Version

The Borrower’s subsequent drawdown of the Committed Limit in accordance with this Agreement and the performance of commitments by each Syndicated Bank to the Borrower in accordance with this Agreement is subject to the conditions precedent of the Agent’s receipt of the following documents or proof at least 5 Business Days before the Borrower’s contemplated Drawdown Date or other shorter period agreed by the Agent (if any document is submitted in photocopy, the provider of the document must certify that it is a genuine, correct and full photocopy):

To draw down this Credit Facility, in addition to completing the above drawdown conditions, the Borrower shall also comply with the following:

- 17 -

Confidential – Execution Version

The Borrower’s submission of the Drawdown Application and (or) the Commercial Paper Issuance Application constitutes the Borrower’s representation and warranty that it has complied with the conditions under subparagraphs (2) to (4) of this paragraph. In case of any Event of Breach or Potential Event of Breach, the Borrower shall give notice to the Agent before 10 a.m. on the Business Day before the Drawdown Date at the latest. The Agent may decide whether or not to suspend the drawdown or handle it otherwise depending on the actual situation.

Each Syndicated Bank’s obligation to continuously maintain the credit limit is subject to the condition of the Borrower’s and the Guarantor’s performance of all obligations of this Agreement and timely completion of the provision of all securities under Article 6 of this Agreement.

Article 5 Issuance of Commercial Paper

Subject to all relevant conditions for the drawdown of this Credit Facility under this Agreement, the Issuer may issue commercial paper in accordance with this Agreement within the scope of the Committed Limit and the drawdown deadline of the Tranche C Facility. The due date of each commercial paper shall not exceed the Credit Period of the Tranche C Facility. Commercial paper issued by the Issuer in accordance with this Agreement shall be guaranteed by the Tranche C Banks in accordance with their Commitment Ratios, followed by their underwriting and full purchase.

For each of the Issuer’s drawdowns of the Tranche C Facility to issue commercial paper, the issue period shall be 90 days or any other period shorter than 90 days as jointly agreed by the Agent, the Tranche C Banks and the Issuer, provided that the due date of commercial paper issued shall not exceed the Credit Period of the Tranche C Facility. Each issuance of commercial paper shall be limited to a choice of two periods. If the Tranche C Banks have exercised their right to terminate the limit in writing in accordance with Article 2, paragraph 3 of this Agreement, no further drawdown shall be allowed upon completion of such year.

The minimum issue amount for each issuance of commercial paper is NT$100,000,000 and the issue amount shall be integer multiples of NT$10,000,000 or all remaining limit of the Tranche C Facility that is not drawn down at the time, except when the Issuer applies for the Tranche C Facility to repay commercial paper under the 2016 Syndicated Loan.

- 18 -

Confidential – Execution Version

Tranche C Banks shall provide closing slips to the Issuer and the Agent in accordance with their Commitment Ratios before 12 a.m. on the Business Day before the Issue Date. The Tranche C Banks shall complete the commercial paper guarantee and underwriting procedures on the issuance processing platform before 4:30 p.m. on the Business Day before the Issue Date at the latest. If the commercial paper issuance procedure is changed in the future based on market practices or relevant laws or regulations, the parties to this Agreement may further negotiate.

Purchase Price = Unit Price per $10,000 x Face Value / 10,000

Unit Price per $10,000 = [1 – (Committed Purchase Factoring Rate x Period / 365)] x 10,000 (up to the 2nd digit after the decimal point, with the following digit rounded up if it is 5 or higher or rounded down if it is 4 or lower)

- 19 -

Confidential – Execution Version

Article 6 Special-Purpose Account and Security

The Syndicated Banks agree that all security provided by the Borrower and (or) the Guarantor in accordance with this Agreement and all documents that guarantee the repayment of indebtedness by the Borrower and (or) the Guarantor shall be made to the name of the Agent, which shall act in the capacity of a joint creditor in the common interest of the Banking Syndicate to hold and enjoy the interest of all security. The Agent shall also act as the assignee, pledgee and trustee of the collateral.

- 20 -

Confidential – Execution Version

Before the initial drawdown of this Credit Facility, the Borrower shall procure Gogoro Taiwan Sales and Services Limited to open a special-purpose account with the Agent before the initial drawdown of this Credit Facility and to carry out the following during the Period of Existence of this Credit Facility:

The Borrower shall open an Operating Income and Expense Account with the Agent and ensure that 80% of its revenue shall be deposited (transferred) into such account starting from the date of signature of this Agreement. The Borrower shall also procure that Gogoro Taiwan Sales and Services Limited open an Operating Income and Expense Account with the Agent or the business unit designated by the Agent and issue an affidavit (in the form of Attachment 9), undertaking and ensuring that, starting from the date of signature of this Agreement, 80% of its revenue shall be deposited (transferred) into such account.

The Borrower shall open a Repayment Account with the Agent and sign a Repayment Account Pledge Agreement (in the form of Attachment 10) with the Agent, creating a maximum-limit pledge on the interest in such account for the benefit of the Agent. The Borrower shall ensure that the balance of such account shall be maintained at all times with an amount equivalent to at least 3 installments of interest payable calculated from the balance amount of principal drawn down under this Credit Facility at the end of the previous month.

On the condition that there is no Event of Breach, the proceeds from the pledged account may be collected by the Borrower or transferred to a general deposit account designated by the Borrower following the prior written consent of the Agent.

In case of any Event of Breach listed in this Agreement, the Agent may use the funds deposited currently or in the future in the Borrower’s Operating Income and Expense Account and (or) Repayment Account to repay any outstanding balance of this Credit Facility until all principal, advance, interest, guarantee processing fee and relevant fees owed by the Borrower under this Credit Facility are fully repaid.

Unless otherwise provided in this Agreement, neither the Borrower nor Gogoro Taiwan Sales and Services Limited shall assign, change, settle, create pledge on or otherwise encumber, deliver trust or otherwise dispose of the Operating Income and Expense Account and (or) the Repayment Account.

Before seeking initial drawdown under this Credit Facility, the Borrower shall sign together with the Guarantor a promissory note in the form of Attachment 11, naming the Agent as the payee and with a face value that is equivalent to the Total Credit Limit. The Borrower and the Guarantor shall also co-sign a power of attorney for the promissory note in the form of Attachment 12 and hand it over to the Agent for custody, unconditionally and irrevocably authorizing the Agent to fill out the due date, interest start date and interest rate, etc., in the promissory note in accordance with the provisions of this Agreement at any time upon occurrence of any Event of Breach and exercise all rights on the promissory note. During the Period of Existence of this Agreement, the Borrower and the Guarantor shall follow the Agent’s request to issue a new replacement promissory note and power of attorney for the promissory note in the same form and with the same details and provide them to the Agent at any time or at least every 2 years. After the Borrower and the Guarantor have handed over the new replacement promissory note and power of attorney for the promissory note to the Agent, the Agent shall return the previously issued old promissory note and power of attorney for the promissory note to the Borrower. After the Borrower has repaid all indebtedness in

- 21 -

Confidential – Execution Version

accordance with this Agreement and relevant contracts, the Agent shall return the promissory note and power of attorney for the promissory note to the Borrower. If the Corporate Guarantor’s shares are listed in a securities exchange acceptable to the Agent in the future, the Borrower and (or) Guarantor may ask to reduce the amount of the promissory note based on partial repayment of indebtedness or partial cancellation of credit limit and issue a new replacement promissory note and power of attorney for the promissory note based on the actual credit limit at the time, provided that there shall be no more than one such replacement per year. Other than the above, neither the Borrower nor the Guarantor shall ask for the return of the promissory note or reduction of the amount on the promissory note based on partial repayment of indebtedness or partial cancellation of credit limit.

Article 7 Guarantee

To secure all indebtedness owed by the Borrower in accordance with this Agreement, the Guarantor agrees to serve as the Borrower’s guarantor with joint and several liability. The Guarantor shall be jointly liable together with the Borrower in relation to all indebtedness owed by the Borrower under this Agreement (including but not limited to all costs, expenses and relevant fees incurred from the security or enforcement of the interest under this Agreement and Security Documents) for the full repayment to the Banking Syndicate.

If the Borrower fails to perform any indebtedness owed under this Agreement, the Guarantor agrees to waive the right of discussion and immediately repay such indebtedness in full. The Guarantor also agrees to the following:

- 22 -

Confidential – Execution Version

During the Period of Existence of this Agreement, the Guarantor shall not use any reason to seek cancellation or release of its guarantee liability or seek replacement of the Guarantor unless a written consent is granted by the full Banking Syndicate. Based on objective and specific facts (including but not limited to deterioration of creditworthiness of the Guarantor), if it is deemed through Resolution of Majority Syndicated Banks that an additional Guarantor is required or if the full Banking Syndicate deems that the Guarantor should be replaced, upon notice from the Agent, the Borrower shall swiftly add another guarantor in accordance with the Resolution of Majority Syndicated Banks or provide a replacement guarantor acceptable to the full Banking Syndicate within the period required by the Agent.

The Borrower shall procure that the additional or replacement guarantor shall sign all necessary documents required by the Agent (including but not limited to guarantee documents, promissory note, power of attorney for the promissory note, etc.) The provisions of this Agreement about the Guarantor shall also apply to the additional or replacement guarantor.

Before the guarantor replacement procedure is completed, the original Guarantor shall remain liable for the guarantee in accordance with this Agreement.

The Guarantor serves as Guarantor under this Credit Facility in a personal capacity. During the Period of Existence of this Agreement, if the Guarantor serves as the Borrower’s director, supervisor or other person with representation right, in case of resignation, dismissal or other removal, the Guarantor shall give immediate written notice to the Agent for the Agent to inform the

- 23 -

Confidential – Execution Version

Banking Syndicate upon receipt of such notice. The Agent and the Banking Syndicate may suspend the use of this Credit Facility until the Guarantor issues a letter of consent (in the form of Attachment 13) agreeing to continue serving as the Guarantor or until the Borrower and (or) the Guarantor provide another security proposal acceptable to the full Banking Syndicate and complete relevant procedures before further drawdown by the Borrower. In case of the above, the Guarantor and (or) the Borrower’s failure to give immediate written notice shall be deemed an Event of Breach.

Article 8 Representation and Warranty

To procure signature of this Agreement by the Arrangers, the Agent and each Syndicated Bank and the performance of their commitments, the Borrower and (or) the Guarantor (to the extent of applicability to the Guarantor) hereby represent and warrant the following:

The Borrower’s Parent and the Corporate Guarantor are companies legally incorporated and validly existing in accordance with the laws of the Cayman Islands, with corporate abilities and authority. The Borrower is a branch of a foreign company legally registered in accordance with the laws of the Republic of China (Taiwan) and may operate its business within the territory of the Republic of China (Taiwan) in accordance with the law. The Borrower’s Parent, the Borrower and the Corporate Guarantor may engage in business activities in accordance within their scopes of business and have the legal authority to possess their assets. Neither the Borrower nor the Corporate Guarantor has breached any law, order or their articles of association or any other corporate bylaws.

The Borrower and the Corporate Guarantor have completed all necessary procedures within their companies for the legal authorization to sign, deliver and perform this Agreement, the Security Documents and relevant documents and have acquired the necessary authorizations, approvals or consents of their shareholders’ meetings and (or) boards of directors. The signatures of this Agreement, the Security Documents and relevant documents signed by the Borrower and the Guarantor are legally valid and binding.

The Borrower and the Guarantor have acquired and have maintained the validity of all necessary consents, approvals, licenses, authorizations or registrations from the competent authorities for the signature, delivery and performance of the provisions and conditions under this Agreement, the Security Documents and relevant documents.

The signature, delivery and performance of this Agreement, the Security Documents and relevant documents do not breach the provision of any law, charter, order or the Borrower’s or the Corporate Guarantor’s articles of association or other company bylaws, nor is there any event of forgery or alteration, nor do they breach any of the Borrower’s and (or) the Guarantor’s contract obligations agreed with any third party or constitute any event of breach by the Borrower and (or) the Guarantor.

Other than those already disclosed by the Borrower and (or) the Corporate Guarantor through the latest accountant-audited or reviewed financial report before the signature date of this Agreement or provided in writing to the Arrangers, the Agent and the Banking Syndicate by the Borrower and (or) the Guarantor, there is no litigation, arbitration, petition, administrative dispute, enforcement or non-litigative proceeding that is pending or existing in any domestic or foreign court of any level, arbitration institution, government authority or other institution that may have an adverse impact on the Borrower and (or) the Guarantor, nor is there any other ongoing proceeding that may have an adverse impact on the financial status, property or business of the Borrower and (or) the Guarantor or this Credit Facility.

- 24 -

Confidential – Execution Version

There has been no business suspension, dissolution, split, bankruptcy, settlement under bankruptcy law, reorganization, liquidation, relief, debt cleanup, debt negotiation or any other similar legal proceeding filed (petitioned) by or against the Borrower and (or) the Guarantor that is pending or ongoing and that may have an adverse impact on the financial status, property or business of the Borrower and (or) the Guarantor or this Credit Facility.

There is no Event of Breach of Potential Event of Breach by Borrower and (or) the Guarantor, nor is there any breach of other contracts or potential breach that may have an adverse impact on this Credit Facility.

There is no false representation or warranty about any fact in the declarations and warranties by the Borrower and (or) the Guarantor in relation to this Agreement under this Agreement, the Security Documents or relevant documents or delivered to any party to this Agreement, nor is there omission of any fact that renders such declarations, warranties or documents misleading.

All relevant documents and information provided by the Borrower and (or) the Guarantor to the Arrangers, the Agent and the Syndicated Banks are truthful and correct. Any prediction or relevant statement included in such documents is carefully and reasonably made by the Borrower and (or) the Guarantor based on the information that they are able to acquire and various hypotheses under the current environment. To the Borrower’s knowledge, anything that may impact such documents, information and the relevant statements therein or anything that may impact the Banking Syndicate’s willingness to grant the credit facility to the Borrower on the terms of this Agreement has been fully disclosed in writing to the Arrangers, the Agent and the Banking Syndicate.

The latest accountant-audited or reviewed financial reports before the date of signature of this Agreement submitted by the Borrower and (or) the Guarantor to the Arrangers, the Agent and the Banking Syndicate are prepared based on their respectively applicable GAAP or IFRSs and on a consistent basis, and they fully, correctly and reasonably record the financial status of the Borrower, the Corporate Guarantor and their affiliates as of the above date, as well as any changes in the overall operating results and financial status at the end of the accounting period.

From the above date until the date of signature of this Agreement, there have been no adverse changes in the overall business, operation, property, finance or other situations of the Borrower, the Corporate Guarantor or their affiliates.

The Borrower and (or) the Corporate Guarantor have complied with all laws and regulations of the relevant competent authorities to put in place proper books and records, have filed and paid all taxes and (or) charges due, have filed remedy proceedings in cases of non-paid taxes and (or) charges and have made proper reserve provisions in accordance with the GAAP or IFRSs.

- 25 -

Confidential – Execution Version

The Borrower and (or) the Corporate Guarantor have full ownership of all of their assets. Other than disclosures already made in writing to the Banking Syndicate, all of the Borrower’s and (or) the Corporate Guarantor’s real properties, personal properties and other assets are free from any mortgage, pledge, other security or encumbrance, and such assets do not include any items that cannot be seized, held, transferred or pledged due to legal prohibitions, nor are there any seizures, detentions or other similar proceedings in relation thereto.

The Borrower and the Guarantor represent and warrant to the Arrangers, the Agent and the Syndicated Banks that, during the Period of Existence of this Agreement, the above declarations will continue to be true and correct.

Article 9 Undertakings

Other than the other undertakings provided in this Agreement, the Borrower and (or) the Guarantor (to the extent of applicability to the Guarantor) also undertake to duly perform the following during the Period of Existence of this Agreement:

The Borrower shall use all credit facility funds acquired in accordance with this Agreement for the credit facility purposes listed under Article 2, paragraph 1 of this Agreement and shall put in place proper books and records to show the utilization of this Credit Facility. However, neither the Agent nor the Syndicated Banks are responsible for supervising the actual use of such funds by the Borrower.

The Borrower and the Corporate Guarantor shall provide the Agent with financial reports in accordance with the following:

Other than statutory financial statements, the financial reports provided in accordance with this paragraph shall be prepared in accordance with the GAAP of the Republic of China (Taiwan) and audited or reviewed by an accountant acceptable to the Agent. The information shall be presented in accordance with the GAAP of the Republic of China (Taiwan). The substantive contents of all documents and information provided to the Agent shall be true, correct and complete.

In providing the financial reports, the Borrower and (or) the Corporate Guarantor shall provide the Agent with original copies or electronic files thereof (the Agent may choose to provide only electronic files of such reports to each Syndicated Bank). The Borrower and (or) the Corporate Guarantor hereby authorize the Agent to forward all financial reports that they provide to the Syndicated Banks.

- 26 -

Confidential – Execution Version

If the Corporate Guarantor’s shares are listed in a securities exchange acceptable to the Agent, the obligation to provide the Agent with financial reports in accordance with this paragraph shall be changed to the provision of accountant-audited consolidated financial report within 3 months from the end of each accounting year and the provision of accountant-reviewed consolidated financial report within 60 days from the end of each quarter.

The Corporate Guarantor undertakes to maintain the following financial ratios and requirements during the Period of Existence of this Agreement:

Unless otherwise provided in this Agreement, the accounting terms used in each clause are defined in accordance with the GAAP of the Republic of China (Taiwan). The above financial ratios and standards shall be based on the Corporate Guarantor’s annual or second-quarter consolidated financial report audited or reviewed by an accountant acceptable to the Agent and shall be computed once every 6 months starting from the second-quarter consolidated financial report of 2019.

If the Corporate Guarantor breaches any financial ratio or requirement under this paragraph, the Corporate Guarantor shall make rectification (calculated based on the Corporate Guarantor’s accountant-audited or reviewed consolidated financial report) before the following review date (hereinafter the “Rectification Deadline”). Failure to make rectification before the Rectification Deadline shall not be deemed a breach. However, starting from the day following the Rectification Deadline (i.e., October 1 or June 1 after the submission of the relevant financial report, or a shorter review date in accordance with the previous paragraph after the Corporate Guarantor’s shares are listed) until the date of rectification, a monthly compensation shall be charged at 0.25% per annum (calculated based on 365 days a year, with any period shorter than one month calculated as one month) on the balance of outstanding principle under this Credit Facility, which shall be paid to the Agent on the Interest Date and forwarded to the Syndicated Banks in accordance with the Credit Risk Sharing Ratios. In case of two consecutive failures to meet the above financial ratios or requirements, unless it constitutes other Events of Breach, such failure shall still not be deemed an Event of Breach. However, the Corporate Guarantor shall submit specific financial improvement measures (including but not limited to capital increase in cash) to the Agent.

The Borrower and the Corporate Guarantor shall provide the Agent with the following documents:

- 27 -

Confidential – Execution Version

The Borrower and the Corporate Guarantor shall put in place and keep proper records and accounting books, vouchers and entries in a complete, truthful and correct manner in accordance with the GAAP. The Borrower and the Corporate Guarantor also agree to accept financial audit on (the purpose of) this Credit Facility, inspection of information such as their properties, business, operating status, main shareholder structures and assets, as well as the reviewing, summarizing and photocopying of relevant books, statements (including financial statements of affiliates), vouchers and documents by the Agent or its designated representatives during business hours. The Agent or its designated representatives and the employees, staff and accountants thereof shall also be allowed to discuss the business, operation, property, finance and other situations of the Borrower and the Corporate Guarantor. The Agent and the Syndicated Banks may ask the Borrower and (or) the Corporate Guarantor to fill out and submit the above financial and relevant information regularly, with all the fees borne by the Borrower.

The Borrower and the Corporate Guarantor shall maintain the legal existence of their companies, shall keep all rights, authorizations, approvals, licenses, permits, properties and assets legal and valid and shall continue their operations in normal and ordinary manners. The Borrower and the Corporate Guarantor shall make timely payments of statutory taxes, annual fees, administrative charges, etc., in compliance with all laws and regulations of the relevant government authorities, except if remedy proceedings have been filed in accordance with the law and proper reserves have been provided for in accordance with the applicable GAAP.

The Borrower’s Parent and the Corporate Guarantor shall provide the Agent with photocopies of receipts of annual administrative charges or proof of existence from the local governments where they are registered every year to show that they are companies that continue to exist legally and validly.

The Borrower and the Corporate Guarantor shall exercise the due care of good administrators in the proper maintenance and servicing of their assets to maintain good conditions thereof and normal operation of the companies.

The Borrower and the Corporate Guarantor shall purchase insurance of various types from reputable insurers for company assets in accordance with the amounts and scopes of insurance generally purchased by companies engaged in similar types of business or having similar assets and shall maintain such insurance during the Period of Existence of this Agreement.

During the Period of Existence of this Agreement, if the Borrower’s Parent and (or) the Corporate Guarantor receives a shareholder advance due to insufficient operating capital or other reasons, the Borrower shall acquire the Shareholder Advance Claim Subordination Affidavit in the form of Attachment 15 from the shareholder of the Borrower’s Parent and (or) Corporate Guarantor that made the advance, agreeing that the claim from its advance shall be subordinated to the claim of the Banking Syndicate from this Credit Facility and that the interest rate of the advance shall not be higher than the lowest loan interest rate of this Credit Facility for any current or subsequent loan in the same currency.

If the Borrower fails to repay principal, interest or other amounts payable in full on time in accordance with this Agreement, the Borrower’s Parent and (or) the Corporate Guarantor shall not repay the shareholder advance from their shareholders, except if such shareholders subsequently capitalize such shareholder advances.

- 28 -

Confidential – Execution Version

The Borrower or the Borrower’s Parent shall ensure that a pledge on the Repayment Account is created for the benefit of the Agent in accordance with Article 6, paragraph 1 of this Agreement and the Agent, acting in the capacity of a joint creditor and in the common interest of the Syndicated Banks, is entitled to first-priority security interest. In addition to such security interest, the Banking Syndicate’s claim under this Agreement shall rank at least pari passu with the Borrower’s other unsecured creditors, except for priorities granted by the law.

The Borrower shall duly cooperate and comply with all declarations, undertakings, guarantees and conditions provided in this Agreement and relevant documents and shall ensure the truthfulness and completeness thereof.

The Borrower shall repay all its indebtedness (including but not limited to taxes) on the due date of this Credit Facility or any other amount or when this Credit Facility is deemed fully due in accordance with this Agreement due to delay, breach or other reasons.

The Borrower and the Corporate Guarantor shall duly comply with applicable laws, including but not limited to laws related to environmental protection, pollution prevention and waste management, and shall acquire necessary approvals or permits from the relevant competent authorities.

The Borrower and the Corporate Guarantor shall acquire, update and maintain the permits, licenses, consents and approvals required in relation to their business in accordance with the laws of the time and shall send photocopies of such documents to the Agent upon its request.

If the value of any collateral provided to the Banking Syndicate in accordance with Article 6 of this Agreement depreciates or if the collateral has any defect in entitlement or is involved in any dispute, the Borrower shall give immediate written notice to the Agent and shall add or replace collateral acceptable to the Agent during the period required by the Agent. Upon partial or full replacement of the collateral, the Borrower shall create a pledge or other security interest on the collateral after replacement for the benefit of the Agent or make up the difference with other collateral acceptable to the Agent.

- 29 -

Confidential – Execution Version

The Borrower and the Borrower’s Parent shall purchase full-amount insurance (including but not limited to theft insurance, fire insurance, product insurance, etc.) that is consistent with the standards of the industry from insurers acceptable to the Agent for the batteries, GoStations, its ancillary facilities or power switch equipment and ancillary equipment, with the insurance cost borne by the Borrower.

During the Period of Existence of this Agreement, the Corporate Guarantor and the Personal Guarantor shall together directly and (or) indirectly hold seventy-five percent (75%) of all outstanding shares or paid-in capital of the Borrower’s Parent at all times, except when the Borrower’s Parent diversifies its shareholding in order to seek listing on a securities exchange acceptable to the Agent, provided that the Corporate Guarantor and the Personal Guarantor shall still maintain control over the operation of the Borrower and the Borrower’s Parent and the shareholding of the Borrower’s Parent held by the Corporate Guarantor shall not be subject to any pledge or other security or incumbrance for the benefit of any third party.

The Corporate Guarantor undertakes to complete the procedure (which may be in several stages) of capital increase in cash with a total value equivalent to no less than NT$4,800,000,000 before June 30, 2021, and shall provide the Agent with relevant documents showing that the capital increase in cash has been completed.

Upon occurrence of any of the following events, the Borrower and (or) the Guarantor shall give immediately written notice to the agent and provide an explanation about the corresponding measures undertaken. However, this does not impact any right that may be exercised by the Agent or the Banking Syndicate in accordance with this Agreement, nor does it release the Borrower and (or) the Guarantor of their obligations to be performed or complied with in accordance with the law or this Agreement.

- 30 -

Confidential – Execution Version

The Borrower, the Borrower’s Parent or the Corporate Guarantor agree to not directly or indirectly engage in any of the following during the Period of Existence of this Credit Facility unless a resolution is passed by the Majority Syndicated Banks in advance and the Agent has issued a written consent:

- 31 -

Confidential – Execution Version

If any instrument, document or any other certificate of indebtedness owed under this Agreement provided by the Borrower and (or) the Guarantor to the Syndicated Banks, the Arrangers and (or) the Agent in accordance with this Agreement is misplaced, lost, damaged, stolen, forged, altered or otherwise rendered invalid due to transmission, accident, disaster, force majeure or other unexpected event, or if the computer system that processes the business of the Syndicated Banks, the Arrangers and (or) the Agent cannot function normally due to force majeure or any event that is not imputable to the Syndicated Banks, the Arrangers and (or) the Agent, the Borrower and (or) the Guarantor agree that the books, vouchers, computer generated forms, debt certificates, photocopies of correspondence, microfilms or manually prepared documents of the Syndicated Banks, the Arrangers and (or) the Agent shall prevail. If requested by the Syndicated Banks, the Arrangers and (or) the Agent, the Borrower and (or) the Guarantor shall provide alternative certificates or re-sign new instruments or debt certificates in the same format and with the same substance, and shall cooperate with the Syndicated Banks, the Arrangers and (or) the Agent to carry out the procedures of loss declaration and payment suspension required by applicable laws and shall repay the relevant indebtedness in the manner provided in this Agreement.

The Borrower/the Borrower’s Parent, the Corporate Guarantor and its representative, and the Personal Guarantor (hereinafter the “Personal Data Subjects”) agree to the following in relation to the collection, processing, use, international transmission (hereinafter the “Collection and Use”) of their information related to this Agreement by the Syndicated Banks, the Agent, the Arrangers and other relevant institutions:

- 32 -

Confidential – Execution Version

- 33 -

Confidential – Execution Version

In addition to collecting and using information related to Personal Data Subjects in accordance with this paragraph, each Syndicated Bank, the Agent and the Arrangers shall also comply with the confidentiality obligations under Article 48, paragraph 2 of the Banking Act.

In accordance with the legislations applicable to the Agent and (or) the Syndicated Banks, the Borrower/the Borrower’s Parent and Guarantor agree to the following during the Period of Existence of this Credit Facility:

Article 10 Breach

Any of the following events constitutes an Event of Breach:

- 34 -

Confidential – Execution Version

- 35 -

Confidential – Execution Version

Unless otherwise provided in this Agreement, whether an Event of Breach has occurred shall be determined by the Agent, provided that, if deemed necessary by the Agent or requested by the Syndicated Banks, a meeting of the Syndicated Banks may be convened or a written enquiry may be sent to the Syndicated Banks for the determination to be made through Resolution of Majority Syndicated Banks. During the period of determination of the Event of Breach, the Agent may suspend the Borrower’s drawdown of any credit limit.

If any Event of Breach listed under the previous paragraph is granted any rectification or resolution period by this Agreement, drawdown shall be suspended during such period. If the Resolution of Majority Syndicated Banks deems that the event has a material impact on the Borrower’s ability to perform this Agreement, it shall be immediately deemed a breach.

If an Event of Breach occurs under this Agreement, the Borrower’s right to draw down the Credit Limit shall immediately and automatically stop and no further drawdown shall be allowed unless it is agreed by Resolution of Majority Syndicated Banks. The Agent shall swiftly give written notice to the Borrower and the Guarantor. If the Resolution of Majority Syndicated Banks decides to file claims against the Borrower and (or) the Guarantor, the Agent shall follow the written instructions based on the Resolution of Majority Syndicated Banks and undertake all or part of the following measures:

- 36 -

Confidential – Execution Version

If the Agent and (or) the Syndicated Banks are allowed to exercise their rights against the Borrower and (or) the Guarantor in accordance with this Agreement, the Borrower and the Guarantor agree that the Agent and (or) the Syndicated Banks may follow the Regulations Governing Internal Operating Systems and Procedures for the Outsourcing of Financial Institution Operation published by the competent authority and the Guidelines for Outsourced Collection of Claims Receivable by Financial Institutions established by the Bankers Association of the Republic of China and (or) other applicable laws and entrusted the collection related to this Credit Facility for processing.

All procedures and proceedings following delay breach related to this Credit Facility, including but not limited to the handling or sale of claims, disposal or sale of collateral, etc., may be determined by Resolution of Majority Syndicated Banks, which shall be binding on the full Banking Syndicate.

- 37 -

Confidential – Execution Version

The funds acquired by the Agent and (or) the Syndicated Banks from the exercise of their rights in accordance with this Agreement and each Security Document shall (i) first be used to pay all costs (including but not limited to the Agent fee) incurred by the Agent from the exercise of its rights under this Agreement, each Security Document and relevant contracts and not yet paid by the Borrower; (ii) then be used to pay all fees, breach penalties and interest (including delay interest) payable and not yet paid by the Borrower to each Syndicated Bank and the Agent in accordance with this Agreement; (iii) then be distributed by the Agent in proportion to the Credit Risk Sharing Ratio in accordance with the nature of each payment and in accordance with relevant provisions of this Agreement (if there is no clear stipulation in this Agreement, the Agent will make decisions based on its reasonable judgment).

Article 11 Fees and Costs

The Borrower shall pay fees in accordance with the following:

- 38 -

Confidential – Execution Version

Legal costs incurred due to this Credit Facility (including but not limited to attorney’s fees and advisor’s fees), relevant contract drafting and revision cost and costs incurred in relation to this Credit Facility before signature of this Agreement and during the Period of Existence (including but not limited to signing ceremony costs, costs of advisors engaged for the interest of the Banking Syndicate, costs of debt assignment notice, etc.) shall be borne by the Borrower. Attorney’s fees and legal costs (including but not limited to litigation costs, costs to acquire enforcement order in accordance with the law, enforcement costs, costs of participative distribution, arbitration costs, costs incurred from establishment of in-court or out-of-court settlement or signature of settlement agreement and other relevant costs) incurred from any dispute in relation to this Credit Facility (including litigation, enforcement, arbitration, settlement, etc.), regardless of whether the dispute occurred during the Period of Existence of this Agreement or after its termination, shall be borne by the Borrower, except if the court or arbitral judgment confirms that any costs should be borne by the Banking Syndicate.

- 39 -

Confidential – Execution Version

The Borrower shall pay each of the above costs immediately upon notice in accordance with the Agent’s request.

Article 12 Relationship among Agent, Arrangers and Syndicated Banks

Each Syndicated Bank hereby irrevocably selects the Agent to manage all matters related to this Credit Facility and to serve as the agent for all securities under this Agreement and the holder and administrator of the promissory note. The Agent only performs these duties on behalf of the Banking Syndicate. Unless otherwise provided in this Agreement, the Agent is not the representative of the Syndicated Banks or the Borrower, nor a trustee under a trust relationship. The Agent shall undertake measures for the benefit of the Syndicated Banks in accordance with this Agreement, exercise and perform the rights and obligations of the Agent under this Agreement and other interests that are consistent with commercial practice and reasonable. In addition to the duties expressly provided in this Agreement, the Agent does not have any other obligation or responsibility, nor does it tacitly agree to bear any other guarantee, indebtedness, liability or obligation to the Banking Syndicate.

Each Banking Syndicated is a joint creditor for the claims under this Credit Facility. However, other than the Agent, if any Syndicated Bank wishes to exercise its joint claim against the Borrower and (or) the Guarantor, it must acquire the consent by the Resolution of Majority Syndicated Banks, except for the exercise of setoff right, lien or commingling. The amount or any other interest acquired by the Agent or any Syndicated Bank based on the joint claims under this Credit Facility (including partial or full repayment interest acquired through the exercise of setoff right, lien or commingling) and any other costs shall be shared by all Syndicated Banks in proportion to the Credit Risk Sharing Ratios.

If each Syndicated Bank has any event of setoff or lien between the Borrower and (or) the Guarantor in accordance with Article 10, paragraph 4 of this Agreement, such Syndicated Bank shall act with the intention to enforce the Banking Syndicate’s claims and common interest.

If any Syndicated Bank receives any amount or other interest from the joint claims under this Credit Facility (such as partial or full repayment interest through exercise of setoff right, lien or commingling) and any other cost, such Syndicated Bank shall immediately pay such amount to the Agent within 3 Business Days from receipt of the amount for the Agent to distribute in proportion to the Credit Risk Sharing Ratio. For the Borrower and the Syndicated Bank that received such amount originally, such amount shall be deemed unpaid and such Syndicated Bank shall remain entitled to all claims against the Borrower and other relevant amounts (except the amount received from distribution of such amount by the Agent).

The obligations of each Syndicated Bank under this Agreement are severable obligations and are limited by the scope and proportion of Tranche Limit that each of them has committed. There are no joint liabilities among the Syndicated Banks in relation to the obligations under this Agreement. If any Syndicated Bank fails to perform its obligations, the other Syndicated Banks are not released of their obligations, provided that the other Syndicated Banks are not obliged to be liable for the obligations of such Syndicated Bank. The Agent may (but is not obliged to) coordinate with the other Syndicated Banks to increase the limit that is not performed by such Syndicated Bank, provided that the Syndicated Banks are not obligated to increase their limits. Also, the agent shall not be jointly liable for the portion that is not performed by the Syndicated Bank.

- 40 -

Confidential – Execution Version

Unless otherwise provided in this Agreement, the specific duties and obligations of the Agent in accordance with this Agreement include the following:

The Agent may perform its duties under this Agreement through its representatives or users and is also entitled to engage and enquire its advisors about matters related to the duties. The Agent is not liable for the willful or negligent act of the representative or the user it selects, except if the Agent has acted willfully or with gross negligence in the selection of the representative or user.

Neither the Arrangers nor the Agent shall be liable for any of their actions or inactions related to this Agreement unless they are willful or grossly negligent.

None of the Arrangers, the Agent or any of their staff, directors, employees, representatives or users shall be liable for any of the following: (1) Legal action or inaction by itself or any of the above persons in relation to this Agreement (except the Arrangers’ and (or) the Agent’s willful or grossly negligent act), or (2) Any explanation, statement, expression, special commitment, declaration, guarantee or warranty about any justification, report or submission referred to or presented by the Borrower and (or) the Guarantor, in accordance with this Agreement or collected by the Arrangers and (or) the Agent, or the value, validity, effect, genuineness, enforceability or sufficiency of any

- 41 -

Confidential – Execution Version

document related to this Credit Facility, or the Borrower’s failure to perform its obligations. Neither the Arrangers nor the Agent have the obligation to any Syndicated Bank to confirm or challenge the Borrower and (or) the Guarantor about their compliance or performance of the provisions of this Agreement or other relevant documents, or the status of such compliance or performance, or the investigation upon the Borrower’s and (or) the Guarantor’s properties, books and records.

Unless agreed by the Banking Syndicate or instructed by the Resolution of Majority Syndicated Banks in accordance with this Agreement, neither the Arrangers nor the Agent have any obligation to undertake any litigation or claim proceeding against the Borrower and (or) the Guarantor or any person in accordance with this Agreement or other relevant contracts. However, in security proceedings to secure enforcement, the Arrangers or the Agent may exercise the same level of care as in the handling of their own affairs. Neither the Arrangers nor the Agent have the obligation to undertake any action that it deems will breach the laws of the Republic of China (Taiwan) or other applicable laws based on its own reasonable judgment.

If any Syndicated Bank’s action or inaction in breach of this Agreement causes damage to the Borrower and (or) the Guarantor, each relevant party shall bear its own liability and none of the Arrangers, the Agent or other Syndicated Banks shall be jointly liable.

The Arrangers and (or) the Agent may reasonably trust that any communication such as memorandum, document, resolution minutes, notice, consent, certification, affidavit, letter, telefax, telegram, fax, email, etc., that they deem genuine and correct and signed or made by the proper person and trust the opinions and statements by the legal advisors (including but not limited to the Borrower’s advisors), independent accountants and the experts they select. The Agent is not obliged to make further verification of the details of each document or any other relevant matter. In executing all matters related to this Agreement, the Agent may trust that the signatures and details of each relevant document it receives are valid, genuine and correct. Also, when the Agent gives notice or transfers funds to each Syndicated Bank, it may trust that the contact details and account information of each Syndicated Bank listed in Attachment 1-1 of this Agreement are correct.

For the Syndicated Banks: (1) Unless otherwise provided in this Agreement or the Agent receives a Resolution of Majority Syndicated Banks or notice from the Banking Syndicate in advance, or before the Agent receives from the Syndicated Banks compensation for liabilities or costs that may occur due to its action or continued action in accordance with the Credit Risk Sharing Ratio (except liabilities or costs incurred due to the Agent’s willful or grossly negligent act), the Agent’s action or refusal to act other than due to willful conduct or gross negligence shall be deemed fully justified, except acts of security undertaken to secure the claims, and (2) The action or non-action of the agent in accordance with this Agreement based on Resolutions of Majority Syndicated Banks or instructions given by the Banking Syndicate shall be protected. The effect of such action or non-action based on the Resolutions of Majority Syndicated Banks or instructions given by the Banking Syndicate shall be binding on the Banking Syndicate.

Other than amounts that should be acquired by the Agent alone, unless otherwise provided in this Agreement, the principal repayment, interest, guarantee, fee, delay interest, breach penalty, compensation, commitment fee, all costs and other amounts received by the Agent in accordance with this Agreement shall be forwarded to each relevant Syndicated Bank in accordance with the Credit Risk Sharing Ratio at the time of receipt. Each Syndicated Bank shall issue a receipt for the amount actually received respectively to the Borrower or other relevant persons within 5 Business Days (except principal repayment).

- 42 -

Confidential – Execution Version

The above amounts received by the Agent shall be distributed to each Syndicated Bank in accordance with the following:

However, if there is a dispute about any of the amounts received by the Agent, the Agent may forward the amounts to each Syndicated Bank after a longer processing period based on its reasonable judgment.

In handling all matters related to the distribution of income of this Credit Facility, the Agent shall make distributions in accordance with applicable provisions of this Agreement. However, if the actual calculation does not allow distribution in exactly the same proportions, the Agent may do so based on its reasonable judgment and no Syndicated Bank shall voice any objection.

All costs and losses incurred and suffered by the Arrangers and (or) the Agent, including but not limited to attorney’s fees and litigation costs, enforcement costs or other legal costs incurred from the filing of a lawsuit or answering to a lawsuit by the Agent as a representative if any litigation arises due to this Credit Facility, shall be shared by each Syndicated Bank in proportion to their Credit Risk Sharing Ratio. The portion that should be borne by the Syndicated Banks may be deducted by the Agent from the amounts to be received by the Syndicated Banks in accordance with paragraph 8 of this Article, However, if a cost should be borne by the Borrower in accordance with the law or this Agreement, upon receipt of the amount, the Agent shall forward it to each Syndicated Bank in accordance with paragraph 8 of this Article.

The Syndicated Banks shall share the credit risk in accordance with their Credit Risk Sharing Ratios in relation to the balance amount drawn down and outstanding, amount of guarantee drawn down with guarantee liability not yet released and (or) guarantee amount advanced and outstanding under this Credit Facility.

All security interest provided in accordance with this Agreement shall be shared by the Syndicated Banks in accordance with their Credit Risk Sharing Ratios.

Unless the Agent has received a notice of Event of Breach from the Syndicated Banks, the Borrower and (or) the Guarantor, stating that such notice is a “notice of breach”, the Agent shall not be deemed to have learned or noticed the occurrence of any Event of Breach. If the agent receives such notice, it shall give notice to the Syndicated Banks. The Agent shall undertake action against the Event of Breach in accordance with Article 10, paragraph 3 of this Agreement (including but not limited to convening a meeting of Syndicated Banks or issuing written enquiries to each Syndicated Bank). However, unless the Agent receives instructions from the Banking Syndicate or Resolutions of Majority Syndicated Banks (as may be provided in this Agreement), the Agent may (but is not obliged to) undertake action or inaction against the Event of Breach in a proper manner that it deems most favorable to the Banking Syndicate.

- 43 -

Confidential – Execution Version

The Syndicated Banks are clearly aware that none of the Arrangers, the Agent or any staff, director, employee, representative or user makes any statement or provides any guarantee to the Syndicated Banks. Also, no action undertaken by the Arrangers and (or) the Agent in accordance with this Agreement, including review of the Borrower’s and (or) the Guarantor’s affairs, shall be deemed the Arrangers’ and (or) the Agent’s statement or guarantee to any Syndicated Bank.

The Syndicated Banks hereby represent to the Arrangers and (or) the Agent that the Syndicated Banks make their judgments independently and do not rely on the Arrangers and (or) the Agent or other Syndicated Banks and that they have evaluated and investigated the Borrower’s and (or) the Guarantor’s business, operation, property, finance and other situations and creditworthiness based on information and data they deem correct and have made their independent decisions to enter into this Credit Facility and sign this Agreement. The Syndicated Banks continue their credit analysis, evaluation and decision as to whether to undertake or not undertake action in accordance with this Agreement based on correct information and data they have and will investigate the Borrower’s and (or) the Guarantor’s business, operation, property, finance and other situations and creditworthiness as they deem necessary.

Unless this Agreement expressly requires the Arrangers and (or) the Agent to provide the Syndicated Banks with notices, reports or other documents, the Arrangers and (or) the Agent do not have the obligation or responsibility to provide Syndicated Banks with information about the Borrower’s and (or) the Guarantor’s business, operation, property, finance and other situations and creditworthiness learned by the Arrangers and (or) the Agent or their staff, directors, employees, representatives or users.

The Syndicated Banks agree to compensate the Agent based on the Credit Risk Sharing Ratio any claim filed against the Agent or any liability, obligation, loss, compensation, judgment, litigation, expense, cost or advance reasonably incurred at any time in the capacity of representative of the Syndicated Banks (to the extent not repaid by the Borrower, without restricting the Borrower’s liability) due to any action or non-action in accordance with this Agreement, provided that the Syndicated Banks shall not be liable for any liability, obligation, loss, compensation, judgment, litigation, expense, cost or advance incurred due to the Agent’s willful or grossly negligent act. This paragraph shall survive the repayment by the Borrower and (or) the Guarantor of this Agreement.

If the Agent has not received from the Borrower the funds due in accordance with this Agreement but the Agent has made distribution to the Syndicated Banks, upon request by the Agent, such Syndicated Banks shall return such funds within 3 Business Days together with interest specified by the Agent as the cost of having distributed such funds during such period. If any funds should be paid to the Borrower and distributed among the Syndicated Banks, upon the Agent’s request, such Syndicated Banks shall return the funds to the Borrower together with interest payable to the Borrower within 3 Business Days. Unless the Agent has received notice from the relevant Syndicated Banks that they are unable to advance the loan in accordance with the Commitment Ratio one Business Day before the Drawdown Date, the Agent may trust that such Syndicated Banks will advance the loan amounts as agreed and may (but is not obliged to) advance the loan amounts to the Borrower on time based on such trust, provided that the Agent is not obliged to advance the loan or any amount to the Borrower on behalf of any Syndicated Bank before actual receipt of the loan amounts advanced by the relevant Syndicated Banks as agreed. If the Bank has advanced any loan amount to the Borrower that it has not yet received but should have received from the Syndicated Banks in accordance with this Agreement, upon the Agent’s request, the Borrower shall return such funds together to the Agent with interest accrued in accordance with this Agreement within 5 Business Days from the advance. If the Agent suffers any damage, it may also seek compensation from the Syndicated Banks that fail to provide the funds as agreed.

- 44 -

Confidential – Execution Version

If any Syndicated Bank must return any portion of the amount already received from the Borrower and already distributed by the Agent in accordance with paragraph 2 of this Article, the other Syndicated Banks shall provide the funds to the Agent so that the Agent may return the amount to such Syndicated Bank for return to the Borrower (after deduction of the amount already distributed by the Agent from such amount to such Syndicated Bank).

The Arrangers and (or) the Agent may grant other credit facility to, accept deposits from and engage in any transaction with the Borrower and shall be deemed as a general financial institution and not the Arrangers and (or) the Agent under this Agreement. The Arrangers and (or) the Agent may exercise the same interest that may be exercised by any Syndicated Bank under this Agreement and may generally exercise their rights as if they are not the Arrangers and (or) the Agent. The term “Syndicated Bank” here includes the Arrangers and (or) the Agent in their individual Capacity.

The Agent may resign by giving at least 90-day prior written notice to the Banking Syndicate and the Agent agrees to resign upon the request of the Resolution of Majority Banking Syndicates. If the Agent gives resignation notice and a successor agent is designated by Resolution of Majority Syndicated Banks within 60 days, or if the successor agent cannot be designated by Resolution of Majority Syndicated Banks within such period, the Agent shall designate a successor agent for the Banking syndicate and such successor agent shall take over the Agent’s rights, authorities and responsibilities. At the same time, the term “Agent” shall refer to the successor agent after the handover and the previous agent’s rights, authorities and responsibilities shall automatically terminate upon takeover by the successor agent. If the designated Syndicated Bank disagrees, then the Syndicated Bank with the largest credit claims under this Credit Facility (except the resigning Agent) shall be the successor agent. If there are two or more Syndicated Banks with the largest credit claims, then the Syndicated Bank whose name is listed first in Attachment 1 to this Agreement shall be the successor agent. However, the previous agent may still continue to receive agent fee and other fees that are receivable but not yet received during its term and this paragraph shall continue to be applicable to the acts of the previous agent before resignation. If the previous agent has pre-collected any agent fee, it shall be passed on to the successor agent in proportion to the actual period of its term.

Any Syndicated Bank may file a written request for the Agent to hold a meeting of Syndicated Banks within a reasonable period or for the Agent to make enquiries by letter for written opinions of each Syndicated Bank, following the consent of the Majority Syndicated Banks, to discuss matters related to Events of Breach or other relevant matters under this Agreement. If deemed necessary by the Agent, the Agent may also hold meetings of Syndicated Banks itself.

Article 13 Miscellaneous

This Agreement is binding on the successors, assignees or persons taking or obligations of each party in accordance with the law over the rights the Borrower, the Guarantor, the Agent, the Arrangers and each Syndicated Bank, provided that neither Borrower nor the Guarantor shall assign any right or obligation under this Agreement to any third party.

- 45 -

Confidential – Execution Version

Each Syndicated Bank may, based on the conditions of this Agreement, sign Credit Limit Assignment Agreements in the form of Attachment 17 to assign its rights and (or) obligations under this Agreement to its affiliates, other financial institutions, asset management companies or other third parties, provided that none of the other parties shall be impacted by such assignment. Such Syndicated Bank shall give written notice to the Agent, the Borrower and the Guarantor (but is not obliged to acquire the consent of the Agent, the Borrower, the Guarantor or other parties to this Agreement). If the assignment is subject to approval by the relevant government authority, a written approval from each such competent authority shall be acquired before the assignment. Also, such assignment of rights and (or) obligations shall not increase the cost or burden of the Borrower and (or) the Guarantor under this Agreement. For each assignment of all or part of the rights and (or) obligations, the Syndicated Bank shall pay to the Agent an assignment processing fee of NT$500,000, except in the case of claim assignment due to merger of financial institutions. All provisions of this Agreement and any document under this Agreement shall be applicable to the Syndicated Bank and each individual successor and assignee and shall be binding on the Borrower, the Guarantor and each individual successor. The successor or assignee of the original Syndicated Bank shall directly take over the rights and obligations under this Agreement and in the participation of the syndicated credit and become a party to this Agreement and the syndicated credit without the original Syndicated Bank having to exercise any right.

For the purpose of such assignment, the Borrower and the Guarantor agree that such Syndicated Bank may disclose any information that is already provided to the Syndicated Bank to its potential or actual assignee, provided that such assignee shall only use such information for matters related to this Credit Facility and that such information shall not be disclosed to any other person or used for any other purpose without the written consent of the Borrower and the Guarantor.

Each Syndicated Bank may enter into risk sharing agreements with others without notice to the Borrower, the Guarantor or the other parties. Such person participating in the sharing of the risk shall have no voting right in this Credit Facility and such risk sharing shall not increase the cost or tax burden of the Borrower and (or) the Guarantor under this Agreement. Any costs incurred from the risk sharing agreement shall be solely borne by the relevant Syndicated Bank. When the person participating in the risk sharing exercises any right or performs any obligation under this Agreement and (or) any Security Document, it shall still do so through the relevant Syndicated Bank in the name of such Syndicated Bank, and the person participating in the risk sharing shall not make any claim against the Borrower or the Guarantor based on the risk sharing agreement or this Agreement.

If a Syndicated Bank entrusts its assets or assigns its claims for the purpose of securitization of financial assets, the Borrower and the Guarantor agree that the Syndicated Bank may make a public announcement in lieu of notice. That is, the Syndicated Bank shall not be obliged to give further notice or send proof of public announcement to the Borrower and (or) the Guarantor.

Unless otherwise provided in this Agreement, the revision to any clause of this Agreement or any waiver in relation to any Event of Breach or the performance of any obligation shall be subject to the consent of the Majority Syndicated Bank, the Agent, the Borrower and the Guarantor, which shall be given together in writing. All parties shall also be bound by such revision or waiver, provided that any revision to the rights or obligations between the Agent and the Syndicated Banks or any revision that is not directly related to the Guarantor shall only require the consent of the Agent and Resolution of Majority Syndicated Banks before it is done in writing and no consent from the Borrower or Guarantor shall be required (although a written notice shall still be given to the Borrower and the Guarantor). Any written revision or waiver made by the Agent in accordance with the instructions of the Resolution of Majority Syndicated Banks shall be binding on all Syndicated Banks, provided that any revision or waiver in relation to the following is subject to the prior written consent of the full Banking Syndicate:

- 46 -

Confidential – Execution Version

For any matter that is decided by the Banking Syndicate or Resolution of Majority Syndicated Banks in accordance with this Agreement, the Agent may engage in all necessary acts on their behalf. The Syndicated Banks hereby authorize the Agent to sign all such revision or waiver documents in the Agent’s name and on behalf of the Syndicated Banks, including but not limited to addendums.

No delayed exercise or non-exercise of any rights or any claims for compensation by the Agent, the Arrangers or any Syndicated Bank shall constitute a waiver. No partial exercise of rights or claims by the Agent, the Arrangers or any Syndicated Bank shall prevent it from exercising any other rights or claims.

Any notice or request in accordance with this Agreement shall be done in writing and shall be delivered to the parties in the following manner: If sent by registered mail, it shall be deemed delivered 3 days after it is sent by mail with postage prepaid; if delivered personally, upon delivery; if sent by fax, deemed delivered after it is sent and after a reply confirmation is received. Any notice given by the Agent in accordance with this Agreement may be sent by email. Notice sent by email shall be deemed delivered after it is sent and if no message about anomaly in the reception is received from the other party. If the notice specifies that a reply may be made by email, the person receiving the notice may also reply by email. The contact details of each party are those listed in Attachment 1-1 of this Agreement or as last notified in writing. All contact, notice or request between the Borrower and (or) the Guarantor and each Syndicated Bank shall be done through the Agent.

In case of any changes to the contact details of the Borrower and (or) the Guarantor, a swift written notice shall be given to the Agent. In case of any changes to the contact details of the Syndicated Banks, a written notice shall be given to the Borrower through the Agent. If such notice is not given, the Agent may give notice of relevant documents in the manner provided in this paragraph based on the contact details listed in this Agreement or last known to the Agent and such notice shall be deemed delivered after the period provided in this paragraph.

Unless otherwise provided in this Agreement, if any provision of the Agreement involves exchange-rate calculation, the calculation shall be made based on the Agent’s closing spot mid-price rate 2 Business Days before the date of exchange.

- 47 -

Confidential – Execution Version

In case of conflict between any provision of this Agreement and the provision of any attachment to this Agreement or any other relevant document, the provisions of this Agreement shall prevail.

If any clause of this Agreement is adjudicated as invalid by any judicial authority or competent authority, such clause shall be automatically adjusted to meet the requirements starting from the time when such adjudication is confirmed. The adjusted clause shall be deemed an original clause of this Agreement. If any invalid clause cannot be adjusted in such manner due to its nature, such clause shall be deleted and shall be deemed excluded from this Agreement from the very beginning, provided that, in all circumstances, the other clauses of this Agreement shall continue to be valid and their legality and enforceability shall not be impacted.

Unless otherwise provided in this Agreement, the place of performance of this Agreement is the place of business designated by the Agent.

The interpretation and application of this Agreement are governed by the laws of the Republic of China (Taiwan). The parties agree that any litigation related to this Agreement shall be subject to the first-instance jurisdiction of the Taiwan Taipei District Court, except for exclusive jurisdiction provided by the law.

In addition to the agreed terms and conditions under this Agreement, applicable laws and all existing and future charters of the Syndicated Banks and the Bankers Association of the Republic of China are deemed integral parts of this Agreement, which shall be complied with by the Borrower and the Guarantor.

In response to and to comply with regulations of the Agent, the Arrangers and (or) the Syndicated Banks and the competent authorities about money laundering and counter-terrorist financing, the Borrower understands and agrees to the following:

- 48 -

Confidential – Execution Version

This Agreement is signed in 22 original copies. Each of the Borrower, the Guarantor, each Syndicated Bank and the Agent shall hold one copy. There may be multiple duplicate copies.

The parties hereby declare that they have reviewed all the above terms and conditions during a reasonable period and have signed this Agreement through their respective authorized persons or representatives on the date first indicated above.

(no text after this line)

- 49 -

Confidential – Execution Version

Borrower and Issuer:

Gogoro Energy Network (Cayman), Taiwan Branch

Representative: ▇▇▇▇, ▇▇▇▇▇-Lun

Gogoro Energy Network

Representative: Director Hok-Sum ▇▇▇▇▇▇ ▇▇▇▇

Guarantor:

Gogoro Inc.

Representative: Director Hok-Sum ▇▇▇▇▇▇ ▇▇▇▇

Guarantor:

Hok-Sum ▇▇▇▇▇▇ ▇▇▇▇

Passport No.: ▇▇▇▇▇▇▇▇▇

Address: ▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇’an East Road, Songshan District, Taipei City

- 50 -

Confidential – Execution Version

Arranger, Agent and Syndicated Bank:

Mega International Commercial Bank Co., Ltd.

Authorized Signatory:

Arranger and Syndicated Bank:

Mega International Commercial Bank Co., Ltd.

Authorized Signatory:

Arranger and Syndicated Bank:

Mega Bills Finance Co., Ltd.

Authorized Signatory:

Taiwan Cooperative Bank Ltd.

Authorized Signatory:

Taiwan Business Bank, Ltd.

Authorized Signatory:

- 51 -

Confidential – Execution Version

First Commercial Bank Co., Ltd.

Authorized Signatory:

▇▇▇▇▇ ▇▇▇ Commercial Bank, Ltd.

Authorized Signatory:

Syndicated Bank:

China Bills Finance Corporation

Authorized Signatory:

Syndicated Bank:

Grand Bills Finance Corporation

Authorized Signatory:

- 52 -

Confidential – Execution Version

Syndicated Bank:

International Bills Finance Corporation

Authorized Signatory:

Syndicated Bank:

Taishin International Bank Co., Ltd.

Authorized Signatory:

Syndicated Bank:

E.SUN Commercial Bank, Ltd.

Authorized Signatory:

Syndicated Bank:

Taipei Fubon Commercial Bank Co., Ltd.

Authorized Signatory:

- 53 -

Confidential – Execution Version

Syndicated Bank:

Bank SinoPac

Authorized Signatory:

Syndicated Bank:

EnTie Commercial Bank

Authorized Signatory:

Syndicated Bank:

Taiwan Shin Kong Commercial Bank Co., Ltd.

Authorized Signatory:

Syndicated Bank:

Far Eastern International Bank, Co., Ltd.

Authorized Signatory:

- 54 -

Confidential – Execution Version

Syndicated Bank:

▇▇ ▇▇▇▇▇ Bills Finance Corporation

Authorized Signatory:

Syndicated Bank:

Taiwan Cooperative Bills Finance Corporation

Authorized Signatory:

- 55 -