ISIN编号：[位于特拉华州的Lumar Technologies，Inc.就收到的价值承诺在到期日(下文提及的契约中的定义)向cede&Co.或其注册受让人支付本金(美元)(经所附的全球票据权益交换附表修订)，并支付利息和任何其他应付款项，如下所述契约中规定的那样，直到支付本金和所有应计和未付利息以及契约中规定的其他金额为止。付息日期：每年1月15日、4月15日、7月15日和10月15日，从2024年10月15日开始。定期记录日期：1月1日、4月1日、7月1日和10月1日。本说明的其他规定载于本说明的另一面。]本页的其余部分故意留白；签名页紧随其后

A-2特此证明，鲁米纳技术公司已使本文书在以下规定的日期正式签署。鲁米纳尔科技公司日期：受托人：姓名：头衔：A-3受托人认证证书Glas Trust Company LLC作为受托人，证明这是上述契约中提到的票据之一。日期：作者：授权签字人A-4鲁米纳科技公司

对于第1系列票据：2030年到期的9.0%可转换第二优先权高级担保票据

对于系列2票据：2030年到期的11.5%可转换第二优先权高级担保票据这张钞票是特拉华州一家公司(以下简称“公司”)鲁米纳技术公司正式授权发行的钞票之一，该公司的名称为

系列1备注：9.0

第二辑附注：11.5

%2030年到期的可转换第二留置权高级担保票据(“票据”)，所有已发行或将根据日期为2024年8月8日的契约(该契约可能不时修订，称为“契约”)由本公司、其不时的附属担保人及作为受托人及抵押品代理人的Glas Trust Company，LLC发行。本附注中使用的大写术语没有定义，其含义与本契约中赋予它们的含义相同。本契约载明本公司、附属担保人、受托人、抵押品代理人及持有人的权利及义务，以及票据的条款。即使本附注有任何相反的规定，在本附注的任何条文与本契约的条文冲突的范围内，本契约的条文仍以本契约的条文为准。1.利息。本票据将按本契约第2.05节规定的利率和方式计息。本票据的声明利息将从以下日期开始累算，并包括：

日期

。2.成熟度。除非提前回购、赎回或转换，否则本票据将于到期日到期。3.付款方式。本票据的到期金额将按照本契约第2.04节规定的方式支付。4.被当作拥有人的人。在所有情况下，本票据的持有人将被视为本票据的所有者。5.面额、转让和兑换。所有债券将以登记形式发行，不会有票息，本金金额相等于任何指定面额。在符合本契约条款的情况下，本票据的持有人可向注册官出示本票据并交付任何所需的文件或其他材料，从而转让或交换本票据。6.持有人在某些事件发生时要求公司回购票据的权利一旦发生某些事件，则每个持有人将有权要求公司按照本契约第3.12节和第4.02节规定的方式和条款，回购该持有人票据(或其任何部分的授权面额)，以换取现金。7.公司赎回债券的权利。本公司将有权按照本契约第4.03节规定的方式和条款赎回票据以换取现金。8.转换。本票据持有人可将本票据转换为

A-5在符合本契约第5条规定的方式和条件下的对价。9.公司何时可合并等《契约》第6条对本公司及其附属担保人从事某些公司交易或出售其资产和财产的能力进行了有限的限制。10.违约和补救措施。如果发生违约事件，则当时所有未偿还票据的本金、所有应计和未付利息以及任何其他到期款项可能(在某些情况下，将自动)到期并按契约第7条规定的方式和条款支付，包括(为免生疑问)赎回价格中包括的任何溢价。11.修订、补充及豁免。本公司及受托人可按第7.05节及第8条所载方式及条款，修订或补充契约或附注，或免除遵守契约或附注的任何规定。12.董事、高级职员、雇员及股东无须负上个人责任。本公司过去、现在或将来的董事、高级管理人员、雇员、公司注册人或股东或任何附属担保人，均不会就本公司在本公司契约或票据下的任何义务或任何担保或基于、关于或由于该等义务或其产生的任何申索承担任何责任。通过接受任何票据，每个持有人放弃并免除所有此类责任。该等豁免及免除是发行该批债券的部分代价。13.认证。任何票据须经受托人认证后方可生效。只有当受托人的授权签字人(或正式指定的认证代理)手动签署该票据的认证证书时，该票据才被视为已正式认证。14.缩写。习惯缩略语可以用在持有者或其受让人的名下，如Ten COM(共有租户)、Ten ent(整体租户)、JT ten(有生存权的联名租户，但不作为共有共有租户)、Cut(托管人)和U/G/M/A(未成年人统一赠与法)。15.依法治国。本承兑汇票及保函，以及因本承兑汇票及保函而引起或与之相关的任何索赔、争议或争议，均受纽约州法律管辖，并按纽约州法律解释。***A-6要索取契约的副本，公司将免费提供给任何持有人，请向以下地址发送书面请求：Lumar Technologies，Inc.2603 Discovery Drive，Suite 100 Orlando，FL 32826注意：首席财务官A-7全球票据权益交换时间表*本全球票据的初始本金：$以下交易所，本全球票据的转账或注销已进行：日期本金额增加(减少)本全球票据本金增加(减少)后本全球票据的本金金额由受托人授权签字人签署*仅为全球票据插入。A-8转换通知鲁米纳技术公司。

对于第1系列票据：2030年到期的9.0%可转换第二优先权高级担保票据

对于系列2票据：2030年到期的11.5%可转换第二优先权高级担保票据

在本契约条款的规限下，透过签立及交付本转换通知，下述票据的签署持有人指示本公司转换(勾选一项)：全部本金金额$*CUSIPNo和证书编号。签署人确认，如将予转换的票据的转换日期是在正常记录日期之后及下一个付息日期之前，则在若干情况下，该票据在交回作转换时，必须附同一笔相等于该票据的应累算利息的现金款额，但不包括该付息日期。日期：(持有人的法定名称)持有人：姓名：头衔：担保签名：认可签名担保计划的参与者：授权签字人*必须是授权面额。

A-9回购通知Lumar Technologies，Inc.

对于第1系列票据：2030年到期的9.0%可转换第二优先权高级担保票据

对于系列2票据：2030年到期的11.5%可转换第二优先权高级担保票据

在本契约条款的规限下，透过签立及递交本购回通知，下述票据的签署持有人即行使其回购权利(勾选一项)：本金总额$*本金额合计。和证书编号。签字人确认，在支付回购价格之前，必须将本票据正式背书转让，交付给付款代理人。日期：(持有人的法定名称)持有人：姓名：头衔：担保签名：认可签名担保计划的参与者：授权签字人*必须是授权面额。来自鲁米纳技术公司的A-10任务。

对于第1系列票据：2030年到期的9.0%可转换第二优先权高级担保票据

对于系列2票据：2030年到期的11.5%可转换第二优先权高级担保票据[在符合契约条款的情况下，下列债券的签署持有人转让(勾选一项)：本金总额$*CUSIPNo.和证书编号及其下的所有权利，致：姓名：地址：社会保障或税号。#：并不可撤销地指定：作为代理人转让本公司账面上的内部票据。代理人可以用另一名代理人来代替他/她。日期：(持有人的法定名称)持有人：姓名：头衔：担保签名：认可签名担保计划的参与者：授权签字人*必须是授权面额。A-11转让人确认书如果Inside Note带有限制票据图例，则下文签署人进一步证明(勾选一项)：1.此类转让是向本公司或本公司的附属公司进行的。2.此类转让是根据转让时根据《证券法》有效的登记声明进行的。3.此类转让是根据《证券法》第144A条的规定进行的，因此，下文签署人进一步证明，该内部票据正在转让给以下签署人合理地相信正在为其自己的账户或为一个或多个账户购买内部票据的人，而该人和每个此类账户在符合第144A条要求的交易中是符合第144A条规定的证券法下第144A条所指的“合格机构买家”。如果勾选此项，则受让人必须完成并执行下一页中包含的确认。4.此类转让是根据并依照《证券法》登记要求的任何其他现有豁免(如有的话，包括《证券法》第144条规定的豁免)进行的。日期：(持有人的法定名称)由：姓名：标题：签名担保：(认可签名担保计划的参与者)由：授权签字人A-12受让人确认以下签署人表示它是为自己的账户，或为一个或多个账户购买内部票据，签名人对此行使了单独的投资酌情权，并且，签名人和每个这样的账户都是证券法第144A条所指的“合格机构买家”。签署人确认，转让人在转让本附注时，依据规则第144A条所规定的豁免1933年证券法(经修订)的登记及招股章程交付规定，并确认签署人已收到签署人根据规则第144A条所要求的有关本公司的资料。日期：(受让人姓名)：姓名：标题：]B1a-1附件b-1-一种形式的受限票据图例(附属票据除外)本票据的要约和出售以及相关担保和本票据转换后可发行的普通股股份(如有)尚未根据经修订的1933年证券法(“证券法”)登记，不得提供、出售、质押或以其他方式转让，除非符合以下语句。通过收购本票据或本票据或其中的实益权益，收购人：(1)表示其本人及其所代表的任何账户为“合资格机构买家”(根据证券法第144A条的含义)，并对每个此类账户行使独家投资自由裁量权；及(2)为了公司的利益，同意不会提供、出售、质押或以其他方式转让本票据以及在本票据或本票据的任何实益权益转换后可发行的普通股股份(如有)，但以下情况除外：(A)出售给公司或其任何附属公司；(B)根据根据证券法生效的登记声明；(C)根据证券法第144A条向合资格机构买家；(D)根据证券法第144条；或(E)根据证券法任何其他豁免或不受证券法登记要求约束的交易。在根据上文第(2)(C)、(D)或(E)项登记任何出售或转让之前，公司、受托人和注册官保留要求交付他们可能合理要求的证书或其他文件或证据的权利，以便公司确定拟议的出售或转让是根据证券法和适用的州证券法进行的。美国联邦所得税的目的。本票据的发行符合《1986年美国国税法》(下称《税法》)第1273条所指的原始发行折扣(OID)B1a-2，此图例是该税法第1275(C)节所要求的。持有者可以通过以下方式获得与本票据有关的任何旧债券的金额、发行价、发行日期和到期收益率的信息：Lumar Technologies，Inc.，2603 Discovery Drive，Suite 100，Orlando，FL 32826，B10亿.1附件b-1-b形式的受限票据图例(关联票据)本票据的要约和销售及相关担保和本票据转换后可发行的普通股股份(如有)尚未根据修订后的1933年证券法(“证券法”)登记，不得提供、出售、质押或以其他方式转让，除非符合以下语句。通过收购本票据或本票据或其中的实益权益，收购人同意为了公司的利益，它不会提供、出售或以其他方式转让本票据或本票据中的任何实益权益，但以下情况除外：(A)向公司或其任何附属公司；(B)根据证券法下有效的登记声明；(C)根据证券法第144A条向合格机构买家；(D)根据证券法第144条；或(E)根据任何其他豁免，或在不受证券法登记要求约束的交易中。 以下信息仅针对美国联邦所得税事务提供。本注释是根据美国第1273条的含义，带有原始发行折扣（“折扣”）发票。经修订的1986年美国国税法(“税法”)，此图例是该法规第1275(C)节所要求的。持有者可以通过以下方式获得与本票据有关的任何旧债券的金额、发行价、发行日期和到期收益率的信息：Lumar Technologies，Inc.，2603 Discovery Drive，Suite 100，Orlando，FL 32826，B-2-1表b-2全球纸币图例这是下文所指契约所指的全球纸币，并以托管人或托管人的代名人的名义登记，公司、受托人及其任何代理人在任何情况下均可将其视为本票据的所有者和持有人。除非本证书由存托信托公司(“DTC”)的授权代表向该公司或其代理人提交，以登记转让、交换或付款，且所签发的任何证书均以CEDE&CO的名义登记。或以DTC授权代表要求的其他名称(本合同上的任何款项均支付给CELDE&CO)。或DTC授权代表要求的其他实体)，任何人或向任何人转让、质押或以其他方式转让、质押或以其他方式使用本文件是错误的，因为本文件的注册所有人在本文件中拥有权益。本全球票据的转让将仅限于向DTC的被指定人或其继承人或该继承人的被指定人转让全部但不是部分的转让，而本全球票据的部分转让将仅限于根据下文提及的契约第2条所述限制进行的转让。以下信息仅供美国联邦所得税之用。S.经修订的1986年《国家收入法》（“《守则》”），并且该法规是该守则第1275（c）条所要求的。持有人可以通过联系公司Luminar Technologies，Inc.，获取与本票据相关的任何发票金额、发行价格、发行日期和成熟收益率的信息2603 DISCOVERY Drive，SUITE 100，ORLANDO，FL 32826，注意：首席财务官。

b-3-1 附件b-3非附属机构传奇非附属机构的形式（根据1933年证券法第144条规定，经修订）的公司或个人的关联公司（根据1933年证券法第144条规定，经修订）公司在前三个月内可以购买，否则在此处购买或持有此证券或有利权益。 C-1 附件C补充假牙形式 (TO由后续附属担保人交付）

补充假牙(“补充假牙”)，日期为

在鲁米纳技术公司(以下简称“公司”)中，

本公司的附属公司(“担保附属公司”)和Glas Trust Company LLC作为受托人(在该身份下为“受托人”)和作为抵押品代理(在该身份下为“抵押品代理”)。鉴于，本公司迄今已签立并向受托人及抵押品代理人交付一份日期为2024年8月8日的契约(经不时修订、修改或补充，称为“契约”)，规定发行2030年到期的9.0%可转换第二留置权优先担保票据(“第一系列票据”)及2030年到期的11.5%可转换第二留置权优先担保票据(“第二系列票据”及连同第一系列票据“票据”)；鉴于《契约》规定，在某些情况下，担保附属公司应签署补充契约，并向受托人和抵押品代理人交付补充契约，根据该契约，担保子公司应无条件地按本文所述条款和条件以及本契约项下的条款和条件，为本公司在票据和契约项下的所有债务提供担保(“担保”)；鉴于，根据《契约》第8.01(B)节，受托人和抵押品代理人有权在未经持有人同意的情况下签署和交付本补充契约。因此，现在，考虑到前述情况，并为了其他良好和有价值的对价(在此确认已收到)，双方相互约定并商定持有者的平等和应课税额利益如下：1.大写条款。本文中使用的未定义的大写术语应具有本契约中赋予它们的含义。2.担保协议。担保子公司特此同意成为契约项下的附属担保人，并受契约中适用于附属担保人的条款的约束，包括第12条。通过下面的签名，担保附属公司成为(I)本契约项下的附属担保人，其效力与原先被指定为附属担保人的效力相同，担保附属公司特此(A)同意适用于其作为附属担保人的本契约的所有条款和规定，(B)表示并保证其作为附属担保人所作的陈述和担保在本合同日期及截至当日在所有重要方面均属真实和正确，以及(Ii)作为附属担保人在本契约下具有约束力，且担保附属公司特此(A)同意本契约的所有条款和规定(B)表示并保证其作为附属担保人作出的陈述和担保在本合同日期及截至该日在各重要方面均属真实和正确)，但在第(I)(B)及(Ii)(B)条的每一情况下，如该等申述及保证特别提及较早的日期，则该等申述及保证在截至该较早日期的所有要项上均属真实和正确。在本契约中，凡提及“附属担保人”，应视为包括担保附属公司，如同该附属担保人最初被指定为附属担保人一样。1.执行和交付。担保子公司同意，即使在票据上没有背书该担保的任何批注，担保仍将保持完全的效力和作用。2.依法治国。本补充契约将受纽约州法律管辖并根据纽约州法律进行解释。3.对口单位。双方可以签署本补充契约的任意数量的副本。每一份签字的复印件都是原件，所有这些复印件都代表同一协议。以传真、电子便携文件格式或任何其他格式交付本补充契约的签立副本将与交付人工签署的副本一样有效。4.标题的效力。本补充契约各部分的标题仅为便于参考而插入，不被视为本补充契约的一部分，也不会以任何方式修改或限制本补充契约的任何条款或规定。5.受托人及抵押品代理人。受托人或抵押品代理人均不以任何方式对本补充契约的有效性或充分性或本文所载的朗诵负责，所有这些朗诵均由担保附属公司单独进行。6.批准义齿；作为义齿的补充义齿部分除非在此明确修改，否则本契约在各方面均已得到批准和确认，其所有条款、条件和规定应保持完全效力和效力。无论出于何种目的，本补充契约均应成为契约的一部分，在此之前或之后经认证和交付的所有持有人均应在此受到约束。7.担保附属公司所作的陈述及保证。担保子公司特此声明并向受托人和抵押品代理人保证，本补充契约已由其正式有效地签立和交付，并构成其有效和具有约束力的义务，可根据其条款和契约条款对其强制执行。

签名页面如下

C-3特此为证，本补充契约自上述第一次签署之日起，双方均已正式签立。鲁米纳尔科技公司发信人：姓名：标题：

担保子公司

由：名称：标题：Glas Trust Company LLC作为受托人和抵押品代理人按：名称：标题：

D-1预筹资权证D表本证券或可行使该证券的证券均未根据修订后的1933年《证券法》(下称《证券法》)的登记豁免，在任何州的证券交易委员会或证券委员会登记，因此，不得重新发售、出售、转让、转让、质押、抵押或以其他方式处置，除非根据证券法下的有效登记声明，或根据证券法登记要求的现有豁免，或在不受证券法登记要求约束的交易中，以及根据适用的州证券法。普通股认购权证鲁米纳科技公司。认股权证股份：

初步演练日期：

本普通股认购权证(“认股权证”)证明，对于所收到的价值，

或其受让人(“持有人”)有权在本协议日期(“初始行使日”)当日或之后、下午5：00或之前的任何时间，根据行使的条款、行使的限制和下文所述的条件，随时行使。(纽约市时间)于2032年1月15日(“终止日期”)，但不是在此之后，认购特拉华州一家公司(以下简称“公司”)旗下的Lumar Technologies，Inc.，并向其购买[本公司普通股(定义见下文)的股份(下文可予调整，称为“认股权证股份”)。根据本认股权证，一股普通股的收购价应等于第2(B)节规定的行使价。第一节定义。除本认股权证其他部分定义的术语外，下列术语的含义与第1节所示相同：“关联方”指直接或间接通过一个或多个中间商控制或由某人控制或与其共同控制的任何人，该等术语在证券法规则405中使用并解释为此类术语。“买入价”指在任何日期，由下列第一项适用的价格决定的价格：(A)如果普通股随后在交易市场上市或报价，则为彭博新闻社(Bloomberg L.P.)报道的普通股随后上市或报价的交易市场上该时间(或之前最近的日期)普通股的买入价(基于交易日上午9：30起)。(纽约市时间)至下午4：02(纽约时间))，(B)如果普通股随后在OTCQB或OTCQX上市或报价交易，则普通股在该日期(或最近的前一日期)在OTCQB或OTCQX(以适用者为准)的成交量加权平均价格；(C)如果普通股当时没有在D-2上市或没有报价在交易市场、OTCQB或OTCQX交易，并且如果普通股的价格随后在粉红公开市场(或继承其报告价格职能的类似组织或机构)报告，则如此报告的普通股的最新每股投标价格，或(D)在所有其他情况下，由董事会真诚挑选并获本认股权证持有人合理接受的独立评估师厘定的普通股的公平市价，其费用及开支由本公司支付。“董事会”是指公司的董事会。“营业日”指星期六、星期日或法律或行政命令授权或要求纽约联邦储备银行关闭或关闭的任何日子以外的任何日子。“委员会”是指美国证券交易委员会。“普通股”是指公司的A类普通股，每股票面价值0.0001美元，以及此类证券今后可能被重新分类或变更的任何其他类别的证券。“普通股等价物”指公司或其附属公司的任何证券，使其持有人有权在任何时间获得普通股股份，包括但不限于任何债务、优先股、权利、期权、认股权证或其他可在任何时间转换为普通股或可行使或交换，或以其他方式使其持有人有权获得普通股的工具。“交易法”系指修订后的1934年证券交易法及其颁布的规则和条例。“个人”是指个人或公司、合伙企业、信托、法人或非法人团体、合资企业、有限责任公司、股份公司、政府(或其机关或分支机构)或其他任何类型的实体。“证券法”系指修订后的1933年证券法及其颁布的规则和条例。“交易日”是指普通股在交易市场上交易的日子。“交易市场”是指普通股在有关日期上市或报价交易的下列任何市场或交易所：纽约证券交易所美国市场、纳斯达克资本市场、纳斯达克全球市场、纳斯达克全球精选市场或纽约证券交易所(或上述任何市场的任何继承者)。“转让代理”是指公司目前的转让代理公司Equiniti Trust Company，LLC，邮寄地址为纽约布鲁克林15大道6201 15 Ave，邮编：11219，电子邮件地址为]，以及本公司的任何继任转让代理。“VWAP”指在任何日期，由下列适用条款中的第一项确定的价格：(A)如果普通股随后在交易市场上市或报价，则为彭博社报道的普通股随后在交易市场上市或报价时(基于交易日上午9：30)普通股在该日期(或最近的先前日期)的每日D-3成交量加权平均价。(纽约市时间)至下午4：02(纽约时间))，(B)如果普通股随后在OTCQB或OTCQX上市或报价交易，则普通股在该日期(或最近的前一日期)在OTCQB或OTCQX(以适用者为准)的成交量加权平均价格；(C)如果普通股当时没有在交易市场、OTCQB或OTCQX上市或报价交易，如果普通股的价格随后在粉色公开市场(或接替其报告价格职能的类似组织或机构)报告，则如此报告的普通股的最新每股买入价，或(D)在所有其他情况下，由董事会真诚挑选并获本认股权证持有人合理接受的独立评估师厘定的普通股的公平市价，其费用及开支由本公司支付。第二节锻炼。(A)行使认股权证。可以全部或部分行使本认股权证所代表的购买权，于初始行使日或之后及终止日期当日或之前的任何时间，向本公司(连同一份PDF副本，以电邮方式送交上述转让代理定义所述的转让代理(或本公司可能根据本条例第5(H)节向登记持有人发出的书面通知指定的其他办事处或机构))，以电子邮件(或电子邮件附件)形式提交正式签立的行使通知(“行使通知”)予本公司(“行使通知”)。在上述行权日期后(I)一个(1)交易日及(Ii)组成标准结算期(定义见本条例第2(D)(I)节)的交易日内，持有人应以电汇或向美国银行开出的本票交付适用行权通知所指定认股权证股份的总行使价，除非第2(C)条所指定的无现金行权程序已在适用行权通知中列明。不需要墨水原件的行使通知，也不需要对任何行使通知进行任何徽章担保(或其他类型的担保或公证)。尽管本协议有任何相反规定，在持有人购买了本协议项下所有可供选择的认股权证股份及认股权证已全部行使前，持有人无须将本认股权证交回本公司，在此情况下，如本认股权证的正本已交付予持有人，则持有人应于最终行使通知送交本公司之日起三(3)个交易日内，将本认股权证交回本公司注销。本认股权证的部分行使导致购买本协议项下可供购买的认股权证股份总数的一部分，其效果是将本协议项下可购买的已发行认股权证股份数量减少至与适用的认股权证股份购买数量相等的数额。持股人和公司应保存记录，显示所购买的认股权证股票数量和购买日期。持有人及任何受让人在接纳本认股权证后，确认并同意，由于本段的规定，在购买本认股权证部分股份后，于任何给定时间可供购买的认股权证股份数目可能少于本认股权证面额。(B)行使价。根据本认股权证，普通股每股行权价为0.0001美元，可根据本认股权证下文调整(“行权价”)。D-4(C)无现金运动。本认股权证亦可于该时间以“无现金行使”方式全部或部分行使，即持有人有权获得相当于除数所得商数的认股权证股份。

(A-B)(X)

通过(A)，其中：(A)=适用：(I)在紧接适用的行使通知日期之前的交易日，如果该行使通知是(1)在非交易日的交易日根据本协议第2条(A)同时签立和交付，或(2)在该交易日“正常交易时间”(根据根据联邦证券法颁布的NMS法规第600(B)条的定义)开盘前的交易日同时根据本协议第2(A)条签立和交付，(Ii)在持有人的选择下，(Y)适用行使通知日期前一个交易日的VWAP，或(Z)彭博社报告的在持有人签立适用行使通知时主要交易市场普通股的买入价格，前提是该行使通知是在交易日的“正常交易时间”内执行，并根据本协议第2(A)条在此后两(2)小时内(包括在交易日“正常交易时间”结束后两(2)小时内交付)或(Iii)VWAP如该行使通知的日期为交易日，且该行使通知是在该交易日“正常交易时间”结束后，根据本条例第2(A)节的规定签立和交付的，则在适用的行使通知的日期；(B)=本认股权证的行使价格，按下文调整；及(X)=根据本认股权证的条款行使本认股权证时可发行的认股权证股份数目，而该行使是以现金行使而非无现金行使的方式进行的。如果认股权证股票是以这种无现金方式发行的，双方承认并同意，根据证券法第3(A)(9)条，正在发行的认股权证股票的持有期可以附加到认股权证的持有期上。本公司同意不采取任何与第2(C)条相反的立场。尽管本文件有任何相反规定，若本认股权证持有人于终止日期或之前并无选择行使本认股权证，则本认股权证应自动(持有人无须作出任何行动)根据本第2(C)条自动行使，并于紧接本认股权证期满前生效，除非持有人应提早向本公司发出书面通知，表示持有人希望本认股权证到期而不行使。如本认股权证自动行使，本公司应在合理可行范围内尽快通知持有人自动行使，如本认股权证正本已送交持有人，则持有人应按照本条款将本认股权证交回本公司。(D)运动力学。

- 127 - (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Required Holders of all Notes may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes of all series then outstanding, considered as one class, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D). Section 10.08. SUCCESSOR TRUSTEE BY MERGER, ETC. Any organization or entity into which the Trustee may be merged or converted or with which it may be consolidated, or any organization or entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any organization or entity succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such organization or entity shall be otherwise qualified and eligible under this Article 10, without the execution or filing of any paper or any further act on the part of any of the parties hereto. Section 10.09. ELIGIBILITY; DISQUALIFICATION. There will at all times be a Trustee under this Indenture that is a corporation or limited liability company organized and doing business under the laws of the United States of America or of any state thereof, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $500,000 as set forth in its most recent published annual report of condition. Article 11. COLLATERAL AND SECURITY Section 11.01. SECURITY INTEREST; COLLATERAL AGENT. The due and punctual payment of the principal (including the Fundamental Change - 128 - Repurchase Price, required purchase price or Redemption Price, if applicable) of, and accrued and unpaid interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption, prepayment, demand or otherwise, and interest on the overdue principal (including the Fundamental Change Repurchase Price, required purchase price or Redemption Price, if applicable) of, and accrued and unpaid interest on, the Notes and payment and performance of all other obligations of the Company and the Subsidiary Guarantors to the Holders, the Trustee, the Note Agents and the Collateral Agent under this Indenture, the Notes and the Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents. (A) The Company consents and agrees to be bound, and, subject to Section 11.04, to cause the Subsidiary Guarantors to consent and agree to be bound by the terms of the Collateral Documents, as the same may be in effect from time to time, and agrees to perform its, and to cause the Subsidiary Guarantors to perform their, obligations thereunder in accordance therewith. The Company will and, subject to Section 11.05, will cause each Subsidiary Guarantor to, do or cause to be done all such acts and things as may be required by the provisions of the Collateral Documents to assure and confirm to the Trustee that the Collateral Agent holds for the benefit of the Trustee and the Holders duly created, enforceable and perfected Liens as contemplated by the Collateral Documents or any part thereof, as from time to time constituted. (B) The Collateral Agent agrees that it will hold the Collateral created under the Collateral Documents to which it is a party as contemplated by this Indenture, and any and all proceeds thereof, for the benefit of, the Secured Parties, without limiting the Collateral Agent’s rights, including under this Section 11.01, to act, when directed by the Required Holders, in preservation of the security interest in the Collateral. The Collateral Agent is authorized and empowered, when directed by the Required Holders, to appoint one or more co-Collateral Agents as may be necessary or appropriate; provided, however, that no Collateral Agent hereunder shall be personally liable by reason of any act or omission of any other Collateral Agent hereunder. Except as so directed (subject to Section 11.01(D)), and only if indemnified to its reasonable satisfaction, the Collateral Agent will not be obligated: (i) to act upon direction purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien created under the Collateral Documents; or (iii) to take any other action whatsoever with regard to any or all of the Liens, Collateral Documents or Collateral. The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Liens or Collateral Documents. (C) In acting as Collateral Agent hereunder and under the Collateral Documents, the Collateral Agent shall be afforded, and shall be entitled to enforce, each and all of the rights, privileges, protections, immunities, indemnities and benefits of the Trustee in this Indenture and the other Notes Documents, including, without limitation, under Article 10; provided that in that context any references in this Indenture to “Trustee” shall be references to “Collateral Agent”, and Section 10.01(A) does not apply to the Collateral Agent. Without limiting the immediately - 129 - preceding sentence, the Collateral Agent shall be entitled to compensation, reimbursement and indemnity in the same manner as the Trustee as provided in Section 10.06. (D) Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents shall: (i) be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness, or sufficiency of the Collateral Documents, for the creation, perfection, continuation, priority, sufficiency or protection of any Lien, including without limitation not being responsible for payment of any taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or to monitor the status of any Lien or performance of the Collateral, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to perfect or maintain the perfection of the Collateral Agent’s Lien in the Collateral, including without limitation, the filing of any UCC financing statements, continuation statements, or any filings with respect to the U.S. Patent and Trademark Office or U.S. Copyright Office. (E) At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Collateral Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents. (F) Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Collateral Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Collateral Documents, to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, or any other party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Collateral Documents, or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (G) No provision of this Indenture or any Collateral Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders or the Trustee unless it shall have received indemnity reasonably satisfactory to the Collateral Agent against potential costs and liabilities incurred by the Collateral Agent relating thereto. Notwithstanding anything to the contrary contained in this Indenture or the Collateral Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise - 130 - its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described in this clause if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient. (H) Subject to Section 11.04 hereof, in each case that the Collateral Agent may or is required hereunder to take any action (an “Action”), including without limitation to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under any Collateral Document, the Collateral Agent may seek direction from the Trustee or the Required Holders of all Notes. Neither the Trustee nor the Collateral Agent shall be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Required Holders of all Notes. If the Trustee or the Collateral Agent shall request direction from the Required Holders of all Notes with respect to any Action, the Trustee and the Collateral Agent shall be entitled to refrain from such Action unless and until the Trustee or Collateral Agent, as applicable, shall have received direction from the Required Holders of all Notes, and neither the Trustee nor the Collateral Agent shall incur liability to any Person by reason of so refraining. Notwithstanding the foregoing, if any such Action affects only the rights of a particular series of Notes, the Holders of any other series of Notes shall not be required to provide direction thereto and, in such case, only the direction from the Required Holders of the affected series of Notes shall be required with respect thereto. (I) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee, a Holder or the Company referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 7 or the Holders of a majority in aggregate principal amount of the Notes subject to this Article 11. (J) The parties hereto and the Holders hereby agree and acknowledge that neither the Collateral Agent nor the Trustee shall assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, the Collateral Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture and the Collateral Documents, the Collateral Agent and the Trustee may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent or the Trustee, as applicable, in the Collateral and that any such actions taken by the Collateral Agent or the Trustee shall not be construed as or otherwise constitute any participation

- 131 - in the management of such Collateral. In the event that the Collateral Agent or the Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in either the Collateral Agent’s or Trustee’s sole discretion may cause the Collateral Agent or Trustee, as applicable, to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause the Collateral Agent or Trustee, as applicable, to incur liability under CERCLA or any other federal, state or local law, the Collateral Agent and the Trustee reserves the right, instead of taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Collateral Agent nor the Trustee shall be liable to any person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s or the Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for property to be possessed, owned, operated or managed by any person (including the Collateral Agent or the Trustee) other than the Company, the Required Holders shall direct the Collateral Agent or the Trustee to appoint an appropriately qualified Person (excluding the Collateral Agent or the Trustee) who they shall designate to possess, own, operate or manage, as the case may be, the property. (K) Beyond the exercise of reasonable care in the custody thereof, neither the Trustee nor the Collateral Agent shall have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and neither the Trustee nor the Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Each of the Trustee and the Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent, as applicable, in good faith. (L) Each successor Trustee may become the successor Collateral Agent as and when the successor Trustee becomes the Trustee. (M) The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture or the Collateral Documents unless it shall be directed by the Trustee (acting at the direction of the Required Holders) or the Required Holders. If the Collateral Agent so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent and the Trustee shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Collateral Documents in accordance with a request, direction, instruction, or consent of the Required Holders or, in the case of the Collateral Agent, at the request, direction, instruction, or consent of the Trustee (acting at the direction of the Required Holders). Such request and any action taken or failure to act pursuant thereto shall be binding upon - 132 - all of the Holders. (N) Except as otherwise explicitly provided herein or in the Collateral Documents, the Collateral Agent, the Trustee nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (O) The Collateral Agent and the Trustee assumes no responsibility for any failure or delay in performance or any breach by the Company or any other grantor under this Indenture and the Collateral Documents. The Collateral Agent and the Trustee shall not have any obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of this Indenture or the Collateral Documents, or the satisfaction of any conditions precedent contained in this Indenture or any Collateral Documents. The Collateral Agent and the Trustee shall not be required to initiate or conduct any litigation or collection or other proceeding under this Indenture or the Collateral Documents. (P) Subject to the provisions of the applicable Collateral Documents and this Indenture, each Holder, by acceptance of the Notes, agrees that the Collateral Agent and the Trustee shall execute and deliver such intercreditor agreements as it may be presented from time to time and the Collateral Documents to which it is a party and all agreements, documents and instruments incidental thereto (including any releases permitted hereunder), and act in accordance with the terms thereof. For the avoidance of doubt, the Collateral Agent shall not be required to exercise discretion under this Indenture or the Collateral Documents and shall not be required to make or give any determination, consent, approval, request or direction without the Required Holders or the Trustee (acting at the direction of the Required Holders). Section 11.02. AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE OR THE COLLATERAL AGENT UNDER THE COLLATERAL DOCUMENTS. (A) Subject to the provisions of Section 11.01 and the terms of the Collateral Documents, the Trustee may (but shall have no obligation to), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of Notes, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) enforce any of the terms of the Collateral Documents; and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company and the Subsidiary Guarantors under this Indenture, the Notes and the Collateral Documents. (B) Subject to the provisions of this Indenture and the Collateral Documents, the Trustee and/or the Collateral Agent will have power to institute and maintain such suits and proceedings as it may deem expedient (or as directed by the Required Holders of all Notes) to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of this Indenture or the Collateral Documents, and such suits and proceedings as may be necessary to - 133 - preserve or protect the interests of the Trustee, the Collateral Agent and the interests of the Holders in the Collateral. The foregoing includes the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest under the Collateral Documents or be prejudicial to the interests of the Holders or of the Trustee and/or the Collateral Agent; provided, that neither the Collateral Agent nor the Trustee has any obligations to monitor or evaluate any proposed legislation, rule or order. Section 11.03. AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE COLLATERAL DOCUMENTS. The Trustee and/or the Collateral Agent is authorized to receive any funds for the benefit of the Collateral Agent and the Holders distributed under the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture with respect to the Collateral and such funds. Section 11.04. TERMINATION OF SECURITY INTEREST; RELEASE OF COLLATERAL. (A) Subject to Section 11.04(B), Collateral will be released automatically from the Liens securing the Obligations of the Company and the Subsidiary Guarantors under this Indenture, the Notes, the Guarantees and the Collateral Documents without the consent or further action of any Person: (i) in whole or in part, as applicable, upon the sale, transfer, exclusive license, agreement or other Disposition of such property or assets (including a Disposition resulting from eminent domain, condemnation or similar circumstances) by the Company or any Subsidiary Guarantor to the extent permitted pursuant to this Indenture and the Collateral Documents; provided that, (x) solely to the extent that such transaction constitutes the sale, Disposition of all or substantially all of the Company’s property and assets, in one transaction or a series of related transactions, such transaction complies with Section 6.01; and (y) solely to the extent that such transaction constitutes the sale, Disposition of all or substantially all of a Subsidiary Guarantor’s property and assets, in one transaction or a series of related transactions, such transaction complies with Section 6.02; and that the Company has delivered to the Trustee and the Collateral Agent an Officer’s Certificate and Opinion of Counsel stating that such transaction complies with the provisions of this Section 11.04; (ii) in whole or in part, as applicable, with the consent of the Holders of at least 66 2/3% in principal amount the Notes then outstanding in accordance with Section 8.02, including consents obtained in connection with a tender offer or exchange offer, or purchase of Notes; (iii) with respect to any Collateral securing the Guarantee of any Subsidiary Guarantor, when such Subsidiary Guarantor is released in accordance with the terms of Section 12.06; (iv) upon the occurrence of a Fundamental Change described in clauses (A) or - 134 - (B) of the definition thereof; (v) in whole or in part, as applicable, as to all or any portion of the Collateral which has been taken by eminent domain, condemnation or similar circumstances; (vi) upon satisfaction and discharge of this Indenture as described under Article 9; or (vii) in accordance with the applicable provisions of the Collateral Documents. (B) With respect to any release of the Liens on the Collateral as provided in Section 11.04(A) above, upon receipt of an Officer’s Certificate and (solely with respect to Section 11.04(A)(i) and (v)) an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Notes Documents to such release or the entry into such agreements have been met and that the execution and delivery by the Trustee or the Collateral Agent of the documents requested by the Company in connection with such release or the entry into such agreements is authorized and expressly permitted by this Indenture and the other Notes Documents, and in the case of any release any appropriate instruments of termination, satisfaction, discharge or release prepared by the Company (in form and substance reasonably satisfactory to the Trustee and the Collateral Agent, without representation or warranty), the Trustee and the Collateral Agent shall execute, deliver or acknowledge (at the Company’s expense) such instruments or releases as are requested to evidence the release and discharge of any Collateral expressly permitted to be released pursuant to this Indenture. Neither the Trustee nor the Collateral Agent shall have any duty or liability for determining the Company’s compliance with this Section 11.04, but instead may rely on the Officer’s Certificates issued by the Company under this Section 11.04. Notwithstanding any term hereof or in any Collateral Document to the contrary, the Trustee and the Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until such party receives such Officer’s Certificate and (if applicable) Opinion of Counsel. (C) The security interests granted under this Indenture and all Collateral Documents will terminate upon the full and final payment and performance of all Obligations (other than contingent indemnification obligations for which no claim has been made) of the Company and any other obligors, if any and as applicable, under this Indenture, the Notes, the Guarantees and the Collateral Documents. (D) The release of any Collateral from the terms of the Collateral Documents shall not be deemed to impair the security under this Indenture or the Collateral Documents in contravention of the provisions hereof or affect the Lien of this Indenture or the Collateral Documents if and to the extent the Collateral is released pursuant to this Indenture or the Collateral Documents or upon the satisfaction and discharge of this Indenture. For the avoidance of doubt, the Company and the Subsidiary Guarantors shall not be required to comply with Section 314(d) of the Trust Indenture Act in connection with any release of Collateral. For the avoidance of doubt, the automatic release of any current assets constituting Collateral in connection with the sale, lease or other similar Disposition of such inventory of the Company and the Subsidiary Guarantors in the ordinary course of business shall not require delivery of any reports, certificates, opinions or other formal documentation.

- 135 - (E) Upon such release or any release of Collateral or any part thereof in accordance with the provisions of this Indenture or the Collateral Documents, upon the request and at the sole cost and expense of the Company and the Subsidiary Guarantors, the Trustee shall direct the Collateral Agent to and upon such request and direction, the Collateral Agent shall: (i) assign, transfer and deliver to the Company or the applicable Subsidiary Guarantor, as the case may be, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms of the Collateral Documents; (ii) consent to the Company’s filing of UCC financing statement amendments or releases (which shall be prepared by the Company or any Subsidiary Guarantor) to the extent necessary to delete such Collateral or any part thereof to be released from the description of assets in any previously filed financing statements; and (iii) execute and deliver such documents, instruments or statements (which shall be prepared by the Company) and take such other action as the Company may request to cause to be released and reconveyed to the Company, or the applicable Subsidiary Guarantor, as the case may be, such Collateral or any part thereof to be released and to evidence or confirm that such Collateral or any part thereof to be released has been released from the Liens of each of this Indenture and each of the Collateral Documents. Section 11.05. MAINTENANCE OF COLLATERAL. The Company shall, and shall cause each of its Subsidiaries to keep and maintain all properties material to the conduct of its business or the business of any of its Subsidiaries in good working order and condition (ordinary wear and tear excepted), except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company and its Subsidiaries’ businesses, taken as a whole; provided that nothing in this Section 11.05 shall prevent the Company or any Subsidiary from discontinuing the maintenance of any of such property if such discontinuance is, in the judgment of the Company, desirable to the conduct of the business of the Company and its Subsidiaries, taken as a whole. To the extent the Company and the Subsidiary Guarantors are not able to execute and deliver all Collateral Documents required in connection with the creation and perfection of the Liens of the Collateral Agent on the Collateral (to the extent required by this Indenture or such Collateral Documents) on or prior to the Issue Date, the Company and the Subsidiary Guarantors will use their commercially reasonable efforts to have all security interests in the Collateral duly created and enforceable and perfected, to the extent required by this Indenture or such Collateral Documents, within the time period required by the Collateral Documents. Section 11.06. COLLATERAL AGENT; COLLATERAL DOCUMENTS. (A) GLAS Trust Company LLC is hereby designated and appointed as the Collateral Agent of the Secured Parties under this Indenture and the Collateral Documents and GLAS Trust Company LLC hereby accepts such designation and appointment. - 136 - (B) By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Collateral Agent, as the case may be, to execute and deliver any Collateral Documents in which the Trustee or the Collateral Agent, as applicable, is named as a party, including any Collateral Documents executed after the date of this Indenture. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Agent are (a) expressly authorized to make the representations attributed to the Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, any Collateral Documents, the Trustee and the Collateral Agent each shall have all the rights, privileges, immunities, indemnities and other benefits and protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other Collateral Document or Collateral Documents). (C) If the Company or any of its Subsidiaries (i) incurs any Indebtedness that is required to be subject to an intercreditor agreement, and (ii) delivers to the Collateral Agent and Trustee an Officer’s Certificate so stating and certifying that the execution of such intercreditor agreement is authorized and permitted by this Indenture and the other Notes Documents and all conditions precedent to its execution have been satisfied, and requesting the Collateral Agent and Trustee, if applicable, to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of such Indebtedness so incurred, the Collateral Agent and the Trustee (as applicable) shall (and are hereby authorized and directed to) enter into such intercreditor agreement (at the sole expense and cost of the Company, including fees (including legal fees) and expenses of the Collateral Agent and Trustee), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. Neither the Trustee nor the Collateral Agent shall be liable for any such execution in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any other Notes Document to the contrary, the Trustee and the Collateral Agent shall not be under any obligation to execute and deliver any such intercreditor agreement, unless and until it receives such Officer’s Certificate. Section 11.07. REPLACEMENT OF COLLATERAL AGENT. (A) The Collateral Agent may resign at any time by so notifying the Company in writing not less than forty-five (45) days prior to the effective date of such resignation. The Required Holders may remove the Collateral Agent by so notifying the removed Collateral Agent in writing not less than forty-five (45) days prior to the effective date of such removal and may appoint a successor Collateral Agent with the Company’s written consent. If: (i) The Collateral Agent shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Collateral Agent or of its property shall be appointed, or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (ii) The Collateral Agent otherwise becomes incapable of acting then, the Company may by a resolution of the Board of Directors remove the Collateral Agent and appoint a successor collateral agent by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Collateral Agent so removed and one copy to the successor collateral agent, or, subject to the - 137 - provisions of Section 11.08, any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, on behalf of itself and all others similarly situated, petition, at the Company’s expense, any court of competent jurisdiction for the removal of the Collateral Agent and the appointment of a successor Collateral Agent. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Collateral Agent and appoint a successor Collateral Agent. (B) Any corporation or other entity into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Collateral Agent (including the administration of this Indenture) shall be the successor to the Collateral Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto. Section 11.08. ACCEPTANCE BY COLLATERAL AGENT. Any successor Collateral Agent appointed as provided in Section 11.07 shall execute, acknowledge and deliver to the Company and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Company or of the successor Collateral Agent, the Collateral Agent ceasing to act shall, at the expense of the Company and subject to payment of any amounts then due pursuant to the provisions of Section 10.06, execute and deliver an instrument transferring to such successor Collateral Agent all the rights and powers of the Collateral Agent so ceasing to act. Upon request of any such Collateral Agent, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights and powers. Any Collateral Agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 10.06. Upon acceptance of appointment by a successor Collateral Agent as provided in this Section 11.08, each of the Company and the successor Collateral Agent, at the written direction and at the expense of the Company, shall give or cause to be given notice of the succession of such Collateral Agent hereunder to the Holders in accordance with Section 13.01. If the Company fails to give such notice within ten (10) days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be given at the expense of the Company. Section 11.09. POWERS EXERCISABLE BY RECEIVER OR TRUSTEE. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 11 upon the Company with respect to the release, sale or other - 138 - disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Company or of any Officer or Officers thereof required by the provisions of this Article 11; and if the Trustee, Collateral Agent, or their nominee or agent, shall be in possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee, the Collateral Agent, or their nominee or agent. Article 12. GUARANTEES Section 12.01. GUARANTEE Subject to this Article 12, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior basis, to each Holder, the Trustee, each Note Agent and the Collateral Agent and each of their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations under this Indenture and the Notes, that: (i) the principal, any repurchase price (including the Fundamental Change Purchase Price or Redemption Price, if applicable) of and accrued and unpaid interest on each of the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption, required repurchase or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders, the Trustee, the Note Agents or the Collateral Agent hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (A) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver, amendment or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Collateral Documents and this Indenture, or pursuant to Section 12.06. No obligation of any Subsidiary Guarantor hereunder shall be discharged other than by complete payment or performance of the guaranteed Obligations under the Notes (other than contingent obligations that have yet to accrue) in accordance with this Indenture, the Notes Documents and the Notes. Each Subsidiary Guarantor further waives any right such Subsidiary Guarantor may have under any applicable requirement of law to require the Trustee, any Note Agent, the Collateral Agent, or any Holder to seek recourse first against the Company or any of its Subsidiaries or any other Person, or to realize upon any Collateral for any of the Obligations under the Notes, as a condition precedent to enforcing such Subsidiary Guarantor’s liability and obligations under this Article 12.

- 139 - (B) If any Holder, any Note Agent, the Trustee or the Collateral Agent is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Subsidiary Guarantors, any amount paid either to the Trustee, such Note Agent, the Collateral Agent or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (C) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations (other than contingent indemnity obligations) guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders, the Trustee, the Note Agents and the Collateral Agent, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 7 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 7, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (D) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or any Subsidiary Guarantor for liquidation or reorganization, should the Company or any Subsidiary Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s or any Subsidiary Guarantor’s assets, and shall, to the fullest extent expressly permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes or the Guarantees are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes and such Guarantees shall, to the fullest extent expressly permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (E) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (F) Each payment to be made by a Subsidiary Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (G) Neither the Company nor any Subsidiary Guarantor shall be required to make a notation on the Notes to reflect any such Guarantee or any such release, termination or discharge. (H) Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee, any Note Agent, the Collateral Agent or any Holder in enforcing any rights under this Section 12.01. - 140 - Section 12.02. LIMITATION ON GUARANTOR LIABILITY. Each Subsidiary Guarantor, and, by its acceptance of any Note, each Holder, confirms that each Subsidiary Guarantor and the Holders intend that the Guarantee of each Subsidiary Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. Each of the Trustee, the Holders and each Subsidiary Guarantor irrevocably agrees that the obligations of each Subsidiary Guarantor under its Guarantee will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee, result in the obligations of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent transfer or fraudulent conveyance under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. Section 12.03. EXECUTION AND DELIVERY. To evidence a Guarantee set forth in Section 12.01, each Subsidiary Guarantor shall execute this Indenture or, if after the date hereof, a supplemental indenture pursuant to which it will agree to be a Subsidiary Guarantor and become bound by the terms of this Indenture applicable to Subsidiary Guarantors, including without limitation, this Article 12. (A) Pursuant to any such supplemental indenture, each Subsidiary Guarantor shall agree that its Guarantee set forth in Section 12.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. (B) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. A Guarantee’s validity will not be affected by the failure of any officer of a Subsidiary Guarantor executing this Indenture or any such amended or supplemental indenture on such Subsidiary Guarantor’s behalf to hold, at the time any Note is authenticated, the same or any other office at each Subsidiary Guarantor, and each Guarantee will be valid and enforceable even if no notation, certificate or other instrument is set upon or attached to, or otherwise executed and delivered to the Holder of, any Note. (C) If required by Section 3.19, the Company shall cause any newly created or acquired Subsidiary that is not an Excluded Subsidiary, or any Subsidiary previously deemed to be an Excluded Subsidiary that ceases to be an Excluded Subsidiary, to comply with the provisions of Section 3.19 and this Article 12, to the extent applicable, within thirty (30) calendar days on which such Subsidiary that is not an Excluded Subsidiary is created or acquired or ceases to be an Excluded Subsidiary. - 141 - Section 12.04. WHEN A SUBSIDIARY GUARANTOR MAY MERGE, ETC. (A) No Subsidiary Guarantor will consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of Subsidiary Guarantor and its Subsidiaries, taken as a whole, to another Person (other than the Company or another Subsidiary Guarantor), except in accordance with, and in compliance with the terms of, Section 6.02. Section 12.05. BENEFITS ACKNOWLEDGED. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. Section 12.06. RELEASE OF GUARANTEES. A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and such Guarantee shall thereupon terminate and be discharged and of no further force and effect, and no further action by such Subsidiary Guarantor, the Company or the Trustee shall be required for the release of such Subsidiary Guarantor’s Guarantee: (A) (i) concurrently with any sale, exchange, Disposition or transfer (by merger or otherwise) of (x) any Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company (provided that such release shall only apply if such transaction is entered into for a bona fide business purpose and not to circumvent the requirement to provide a Guarantee or grant security) or (y) all or substantially all assets of such Subsidiary Guarantor to a Person other than the Company or one of its Subsidiaries, in each case, if such sale, exchange, transfer or other disposition is not prohibited by the applicable provisions of this Indenture and, (a) such sale, exchange, transfer or other disposition is in compliance with Section 3.12 or (b) unless such sale, exchange, transfer or other disposition is with or to the Company, the surviving or transferee Person expressly assumes such Subsidiary Guarantor’s obligations in accordance with Section 12.04; (ii) upon the merger or consolidation of such Subsidiary Guarantor with and into either the Company or any other Subsidiary Guarantor wherein the Company or such other Subsidiary Guarantor, as applicable, is the surviving Person in such merger or consolidation, if such merger, consolidation or amalgamation is not prohibited by the applicable provisions of this Indenture and such surviving Person expressly assumes such Subsidiary Guarantor’s obligations in accordance with Section 12.04; (iii) upon the dissolution or liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to either the Company or another Subsidiary Guarantor; (iv) upon satisfaction and discharge of this Indenture as described under Article 9 or; - 142 - (v) concurrently with such Subsidiary becoming an Excluded Subsidiary; and upon such Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Section 12.06 relating to such release have been complied with. At the written request, and sole cost and expense, of the Company, the Trustee (or the Collateral Agent, if applicable) shall execute and deliver any documents reasonably requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Guarantee. Article 13. MISCELLANEOUS Section 13.01. NOTICES. Any notice or communication by the Company or the Trustee (including in its capacity as Collateral Agent and any Note Agent) to the other will be deemed to have been duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission, electronic transmission or other similar means of unsecured electronic communication or overnight air courier guaranteeing next day delivery, or to the other’s address, which initially is as follows: If to the Company: Luminar Technologies, Inc. 2603 Discovery Drive, Suite 100 Orlando, FL 32826 Attention: Tom Fennimore Email: tom@luminartech.com with a copy (which will not constitute notice) to: legal.notices@luminartech.com with a copy (which will not constitute notice) to: Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, CA 94105 Attention: Dan Kim; Brett Cooper Email: dan.kim@orrick.com; bcooper@orrick.com If to the Trustee: GLAS Trust Company LLC 3 Second Street, Suite 206 Jersey City, NJ 07311 Attention: Luminar Technologies Second Lien Notes Email: tmgus@glas.agency

- 143 - with a copy (which will not constitute notice) to: Moses & Singer LLP The Chrysler Building 405 Lexington Avenue New York, NY, 10174-1299 Attention: Andrew Oliver Email: aoliver@mosessinger.com with a copy (which will not constitute notice) to: Ropes & Gray LLP Prudential Tower, 800 Boylston Street Boston, MA 02199-3600 Attention: Alyson Gal; Sam Badawi Email: alyson.gal@ropesgray.com; sam.badawi@ropesgray.com The Company or the Trustee, by notice to the other, may designate additional or different addresses (including facsimile numbers and electronic addresses) for subsequent notices or communications. All notices and communications (other than those sent to Holders) will be deemed to have been duly given: (A) at the time delivered by hand, if personally delivered; (B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt acknowledged, if transmitted by electronic transmission or other similar means of unsecured electronic communication; and (D) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. The Trustee shall not have any duty to confirm that the person sending any notice, instruction or other communication by electronic transmission (including by e-mail, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) shall be deemed original signatures for all purposes. Each other party assumes all risks arising out of the use of electronic signatures and electronic methods to send communications to the Trustee, including without limitation the risk of the Trustee acting on an unauthorized communication, and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Trustee may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to the Trustee in lieu of, or in addition to, any such electronic communication. All notices or communications required to be made to a Holder pursuant to this Indenture must be made in writing and will be deemed to be duly sent or given in writing if mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to its address shown on the Register; provided, however, that a notice or communication to a Holder of a Global Note may, but need not, instead be sent pursuant to the Depositary Procedures (in which case, such notice will be deemed to be duly sent or given in writing). The failure to send a notice or communication to a Holder, or any defect in such notice - 144 - or communication, will not affect its sufficiency with respect to any other Holder. If the Trustee is then acting as the Depositary’s custodian for the Notes, then, at the reasonable request of the Company to the Trustee, the Trustee will cause any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary Procedures, provided such request is evidenced in a Company Order delivered, together with the text of such notice, to the Trustee at least two (2) Business Days before the date such notice is to be so sent. For the avoidance of doubt, such Company Order need not be accompanied by an Officer’s Certificate or Opinion of Counsel. The Trustee will not have any liability relating to the contents of any notice that it sends to any Holder pursuant to any such Company Order. If a notice or communication is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether or not the addressee receives it. Notwithstanding anything to the contrary in this Indenture or the Notes, (A) whenever any provision of this Indenture requires a party to send notice to another party, no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities; and (B) whenever any provision of this Indenture requires a party to send notice to more than one receiving party, and each receiving party is the same Person acting in different capacities, then only one such notice need be sent to such Person. Section 13.02. DELIVERY OF OFFICER’S CERTIFICATE AND OPINION OF COUNSEL AS TO CONDITIONS PRECEDENT. Upon any request or application by the Company to the Trustee or the Collateral Agent to take any action under this Indenture (other than the initial authentication of Notes under this Indenture), the Company will furnish to the Trustee and the Collateral Agent: (A) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee that complies with Section 13.03 and states that, in the opinion of the signatory thereto, all conditions precedent and covenants, if any, provided for in this Indenture and each Notes Document relating to such action have been satisfied; and (B) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee that complies with Section 13.03 and states that, in the opinion of such counsel, all such conditions precedent and covenants, if any, have been satisfied. Section 13.03. STATEMENTS REQUIRED IN OFFICER’S CERTIFICATE AND OPINION OF COUNSEL. Each Officer’s Certificate (other than an Officer’s Certificate pursuant to Section 3.05) or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture will include: (A) a statement that the signatory thereto has read such covenant or condition; (B) a brief statement as to the nature and scope of the examination or investigation upon - 145 - which the statements or opinions contained therein are based; (C) a statement that, in the opinion of such signatory, he, she or it has made such examination or investigation as is necessary to enable him, her or it to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (D) a statement as to whether, in the opinion of such signatory, such covenant or condition has been satisfied. Section 13.04. RULES BY THE TRUSTEE, THE COLLATERAL AGENT, THE REGISTRAR, THE PAYING AGENT AND THE CONVERSION AGENT. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Collateral Agent, Registrar, Paying Agent and Conversion Agent each may make reasonable rules and set reasonable requirements for its functions. Section 13.05. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS. No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Company or any Subsidiary Guarantor under this Indenture or the Notes or the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. Section 13.06. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS INDENTURE, THE NOTES AND THE GUARANTEES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR THE NOTES AND THE GUARANTEES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, THE SUBSIDIARY GUARANTORS, THE TRUSTEE, THE NOTE AGENTS, AND THE COLLATERAL AGENT AND EACH HOLDER (BY ACCEPTANCE OF ITS NOTE) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE OR THE NOTES AND THE GUARANTEES. Section 13.07. SUBMISSION TO JURISDICTION. Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated by this Indenture may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed - 146 - under any applicable statute or rule of court) to such party’s address set forth in Section 13.01 will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, the Subsidiary Guarantors, the Trustee, the Note Agents and the Collateral Agent and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. Section 13.08. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. Neither this Indenture nor the Notes may be used to interpret any other indenture, note, loan or debt agreement of the Company or its Subsidiaries or of any other Person, and no such indenture, note, loan or debt agreement may be used to interpret this Indenture or the Notes. Section 13.09. SUCCESSORS. All agreements of the Company and the Subsidiary Guarantors in this Indenture and the Notes will bind their respective successors. All agreements of the Trustee in this Indenture will bind successors. Section 13.10. FORCE MAJEURE. The Trustee, the Collateral Agent and each Note Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility under this Indenture or the Notes by reason of any occurrence beyond its control (including any act or provision of any present or future law or regulation or governmental authority, act of God or war, civil unrest, local or national disturbance or disaster, pandemic, epidemic, act of terrorism or unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). Section 13.11. U.S.A. PATRIOT ACT. Each of the Company and the Subsidiary Guarantors acknowledges that, in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions, in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. Each of the Company and the Subsidiary Guarantors agrees to provide the Trustee with such information as it may request to enable the Trustee to comply with the U.S.A. PATRIOT Act. Section 13.12. CALCULATIONS. Except as otherwise expressly provided in this Indenture, the Company will be solely responsible for making all calculations called for under this Indenture or the Notes, including determinations of the Last Reported Sale Price, the Daily Conversion Value, the Daily Cash Amount, the Daily Share Amount, accrued interest on the Notes, including any Additional Interest or Special Interest, the Conversion Rate, any Conversion Rate adjustment, any AHYDO Amount, the Redemption Price, the Make-Whole Premium (including, in each case, any component thereof) and whether the Notes are convertible.

- 147 - The Company will make all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company will provide a schedule of its calculations to the Trustee and each Note Agent, and the Trustee and each Note Agent may rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee will make available a copy of each such schedule to a Holder upon its written request therefor. Neither the Trustee nor any Note Agent shall have any responsibility to verify or determine the accuracy of any calculations or amounts, including those related to any interest, including any Additional Interest or Special Interest, the Conversion Rate, any Conversion Rate adjustment, any AHYDO Amount, and the Redemption Price and Make-Whole Premium (including, in each case, any component thereof). Section 13.13. SEVERABILITY. If any provision of this Indenture or the Notes is invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions of this Indenture or the Notes will not in any way be affected or impaired thereby. Section 13.14. COUNTERPARTS. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “delivery,” “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Indenture and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Trustee and the Collateral Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. The Note Parties agree to assume all risks arising out of the use of digital signatures and electronic methods, including without limitation the risk of the Trustee or the Collateral Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties. Each of the parties hereto agrees that the transaction consisting of this Indenture may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Indenture using an electronic signature, it is signing, adopting, and accepting this Indenture and that signing this Indenture using an electronic signature is the legal equivalent of having placed its handwritten signature on this Indenture on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Indenture in a usable format. Electronic signatures complying with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee and the Company) shall be deemed original signatures for all purposes of this Indenture. - 148 - Section 13.15. TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and the headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions of this Indenture. Section 13.16. INTERCREDITOR AGREEMENT. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to or in connection with this Indenture, the terms of any Collateral Document, and the exercise of any right or remedy by the Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Indenture or any Collateral Document, the terms of the Intercreditor Agreement shall control. [The Remainder of This Page Intentionally Left Blank; Signature Page Follows][Signature Page to Second Lien Indenture] IN WITNESS WHEREOF, the parties to this Indenture have caused this Indenture to be duly executed as of the date first written above. COMPANY: LUMINAR TECHNOLOGIES, INC. By: /s/ Thomas J. Fennimore Name: Thomas J. Fennimore Title: Chief Financial Officer SUBSIDIARY GUARANTORS: LUMINAR, LLC, LUMINAR SEMICONDUCTOR, INC. By: /s/ Thomas J. Fennimore Name: Thomas J. Fennimore Title: Chief Financial Officer FREEDOM PHOTONICS LLC, EMFOUR ACQUISITION CO., LLC BY: LUMINAR SEMICONDUCTOR, INC., THEIR SOLE MEMBER By: /s/ Thomas J. Fennimore Name: Thomas J. Fennimore Title: Chief Financial Officer EM4, LLC BY: EMFOUR ACQUISITION CO., LLC, ITS SOLE MEMBER BY: LUMINAR SEMICONDUCTOR, INC., ITS SOLE MEMBER By: /s/ Thomas J. Fennimore Name: Thomas J. Fennimore Title: Chief Financial Officer OPTOGRATION, INC. By: /s/ Mark Itzler Name: Mark Itzler Title: President [Signature Page to Second Lien Indenture] GLAS TRUST COMPANY LLC, AS TRUSTEE AND COLLATERAL AGENT By: /s/ Katie Fischer Name: Katie Fischer Title: Vice President

A-1 Exhibit A FORM OF NOTE [Insert Global Note Legend, if applicable][Insert Restricted Note Legend, if applicable][Insert Non-Affiliate Legend] LUMINAR TECHNOLOGIES, INC. [For Series 1 Notes: 9.0% Convertible Second Lien Senior Secured Note due 2030][For Series 2 Notes: 11.5% Convertible Second Lien Senior Secured Note due 2030] CUSIP No.: [●] Certificate No. [___] ISIN No.: [●] Luminar Technologies, Inc., a Delaware corporation, for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of dollars ($ ) (as revised by the attached Schedule of Exchanges of Interests in the Global Note) on the Maturity Date (as defined in the Indenture referred to below), and to pay interest and any other amounts due thereon, as provided in the Indenture referred to below, until the principal and all accrued and unpaid interest and other amounts specified in the Indenture are paid or duly provided for. Interest Payment Dates: January 15, April 15, July 15, and October 15 of each year, commencing on October 15, 2024. Regular Record Dates: January 1, April 1, July 1 and October 1. Additional provisions of this Note are set forth on the other side of this Note. [The Remainder of This Page Intentionally Left Blank; Signature Page Follows] A-2 IN WITNESS WHEREOF, Luminar Technologies, Inc. has caused this instrument to be duly executed as of the date set forth below. LUMINAR TECHNOLOGIES, INC. Date: By: Name: Title: A-3 TRUSTEE’S CERTIFICATE OF AUTHENTICATION GLAS Trust Company LLC, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture. Date: By: Authorized Signatory A-4 LUMINAR TECHNOLOGIES, INC. [For Series 1 Notes: 9.0% Convertible Second Lien Senior Secured Note due 2030][For Series 2 Notes: 11.5% Convertible Second Lien Senior Secured Note due 2030] This Note is one of a duly authorized issue of notes of Luminar Technologies, Inc., a Delaware corporation (the “Company”), designated as its [For Series 1 Notes: 9.0][For Series 2 Notes: 11.5] % Convertible Second Lien Senior Secured Notes due 2030 (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of August 8, 2024 (as the same may be amended from time to time, the “Indenture”), between the Company, the Subsidiary Guarantors from time to time party thereto and GLAS Trust Company, LLC, as trustee and collateral agent. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture. The Indenture sets forth the rights and obligations of the Company, the Subsidiary Guarantors, the Trustee, the Collateral Agent and the Holders and the terms of the Notes. Notwithstanding anything to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture will control. 1. Interest. This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated Interest on this Note will begin to accrue from, and including, [date]. 2. Maturity. This Note will mature on the Maturity Date, unless earlier repurchased, redeemed or converted. 3. Method of Payment. Amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Indenture. 4. Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes. 5. Denominations; Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials. 6. Right of Holders to Require the Company to Repurchase Notes Upon Certain Events. Upon the occurrence of certain events, then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in Section 3.12 and Section 4.02 of the Indenture. 7. Right of the Company to Redeem the Notes. The Company will have the right to redeem the Notes for cash in the manner, and subject to the terms, set forth in Section 4.03 of the Indenture. 8. Conversion. The Holder of this Note may convert this Note into Conversion

A-5 Consideration in the manner, and subject to the terms, set forth in Article 5 of the Indenture. 9. When the Company May Merge, Etc. Article 6 of the Indenture places limited restrictions on the Company’s and the Subsidiary Guarantors’ ability to engage in certain corporate transactions or certain sales of their assets and property. 10. Defaults and Remedies. If an Event of Default occurs, then the principal amount of, and all accrued and unpaid interest and any other amounts due on, all of the Notes then outstanding may (and, in certain circumstances, will automatically) become due and payable in the manner, and subject to the terms, set forth in Article 7 of the Indenture including, for the avoidance of doubt, any premium included in the Redemption Price. 11. Amendments, Supplements and Waivers. The Company and the Trustee may amend or supplement the Indenture or the Notes or waive compliance with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in Section 7.05 and Article 8 of the Indenture. 12. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or any Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. 13. Authentication. No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. 14. Abbreviations. Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gift to Minors Act). 15. Governing Law. THIS NOTE AND THE GUARANTEES AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE AND THE GUARANTEES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. * * * A-6 To request a copy of the Indenture, which the Company will provide to any Holder at no charge, please send a written request to the following address: Luminar Technologies, Inc. 2603 Discovery Drive, Suite 100 Orlando, FL 32826 Attention: Chief Financial Officer A-7 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* INITIAL PRINCIPAL AMOUNT OF THIS GLOBAL NOTE: $ The following exchanges, transfers or cancellations of this Global Note have been made: Date Amount of Increase (Decrease) in Principal Amount of this Global Note Principal Amount of this Global Note After Such Increase (Decrease) Signature of Authorized Signatory of Trustee * Insert for Global Notes only. A-8 CONVERSION NOTICE LUMINAR TECHNOLOGIES, INC. [For Series 1 Notes: 9.0% Convertible Second Lien Senior Secured Note due 2030][For Series 2 Notes: 11.5% Convertible Second Lien Senior Secured Note due 2030] Subject to the terms of the Indenture, by executing and delivering this Conversion Notice, the undersigned Holder of the Note identified below directs the Company to convert (check one):  the entire principal amount of  $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned acknowledges that if the Conversion Date of a Note to be converted is after a Regular Record Date and before the next Interest Payment Date, then such Note, when surrendered for conversion, must, in certain circumstances, be accompanied with an amount of cash equal to the interest that would have accrued on such Note to, but excluding, such Interest Payment Date. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory * Must be an Authorized Denomination.

A-9 REPURCHASE NOTICE LUMINAR TECHNOLOGIES, INC. [For Series 1 Notes: 9.0% Convertible Second Lien Senior Secured Note due 2030][For Series 2 Notes: 11.5% Convertible Second Lien Senior Secured Note due 2030] Subject to the terms of the Indenture, by executing and delivering this Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Repurchase Right with respect to (check one):  the entire principal amount of  $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory * Must be an Authorized Denomination. A-10 ASSIGNMENT FORM LUMINAR TECHNOLOGIES, INC. [For Series 1 Notes: 9.0% Convertible Second Lien Senior Secured Note due 2030][For Series 2 Notes: 11.5% Convertible Second Lien Senior Secured Note due 2030] Subject to the terms of the Indenture, the undersigned Holder of the Notes identified below assigns (check one):  the entire principal amount of  $ * aggregate principal amount of the Notes identified by CUSIP No. and Certificate No. , and all rights thereunder, to: Name: Address: Social security or tax id. #: and irrevocably appoints: as agent to transfer the within Note on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory * Must be an Authorized Denomination. A-11 TRANSFEROR ACKNOWLEDGMENT If the within Note bears a Restricted Note Legend, the undersigned further certifies that (check one): 1.  Such Transfer is being made to the Company or a Subsidiary of the Company. 2.  Such Transfer is being made pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of the Transfer. 3.  Such Transfer is being made pursuant to, and in accordance with, Rule 144A under the Securities Act, and, accordingly, the undersigned further certifies that the within Note is being transferred to a Person that the undersigned reasonably believes is purchasing the within Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A. If this item is checked, then the transferee must complete and execute the acknowledgment contained on the next page. 4.  Such Transfer is being made pursuant to, and in accordance with, any other available exemption from the registration requirements of the Securities Act (including, if available, the exemption provided by Rule 144 under the Securities Act). Dated: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: (Participant in a Recognized Signature Guarantee Medallion Program) By: Authorized Signatory A-12 TRANSFEREE ACKNOWLEDGMENT The undersigned represents that it is purchasing the within Note for its own account, or for one or more accounts with respect to which the undersigned exercises sole investment discretion, and that and the undersigned and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The undersigned acknowledges that the transferor is relying, in transferring the within Note on the exemption from the registration and prospectus- delivery requirements of the Securities Act of 1933, as amended, provided by Rule 144A and that the undersigned has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A. Dated: (Name of Transferee) By: Name: Title:

B1A-1 Exhibit B-1-A FORM OF RESTRICTED NOTE LEGEND (Notes other than Affiliate Notes) THE OFFER AND SALE OF THIS NOTE AND THE RELATED GUARANTEE AND THE SHARES OF COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR THEREOF OR OF A BENEFICIAL INTEREST HEREIN OR THEREIN, THE ACQUIRER: (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE AND THE SHARES OF COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF; (B) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (D) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER IN ACCORDANCE WITH (2)(C), (D) OR (E) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) B1A-2 WITHIN THE MEANING OF SECTION 1273 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, THE ISSUE PRICE, THE ISSUE DATE, AND THE YIELD TO MATURITY RELATING TO THIS NOTE BY CONTACTING THE COMPANY AT LUMINAR TECHNOLOGIES, INC., 2603 DISCOVERY DRIVE, SUITE 100, ORLANDO, FL 32826, ATTENTION: CHIEF FINANCIAL OFFICER. B1B-1 Exhibit B-1-B FORM OF RESTRICTED NOTE LEGEND (Affiliate Notes) THE OFFER AND SALE OF THIS NOTE AND THE RELATED GUARANTEE AND THE SHARES OF COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR THEREOF OR OF A BENEFICIAL INTEREST HEREIN OR THEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF; (B) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (D) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER IN ACCORDANCE WITH (C), (D) OR (E) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, THE ISSUE PRICE, THE ISSUE DATE, AND THE YIELD TO MATURITY RELATING TO THIS NOTE BY CONTACTING THE COMPANY AT LUMINAR TECHNOLOGIES, INC., 2603 DISCOVERY DRIVE, SUITE 100, ORLANDO, FL 32826, ATTENTION: CHIEF FINANCIAL OFFICER. B-2-1 Exhibit B-2 FORM OF GLOBAL NOTE LEGEND THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE HEREINAFTER REFERRED TO. THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, THE ISSUE PRICE, THE ISSUE DATE, AND THE YIELD TO MATURITY RELATING TO THIS NOTE BY CONTACTING THE COMPANY AT LUMINAR TECHNOLOGIES, INC., 2603 DISCOVERY DRIVE, SUITE 100, ORLANDO, FL 32826, ATTENTION: CHIEF FINANCIAL OFFICER.

B-3-1 Exhibit B-3 FORM OF NON-AFFILIATE LEGEND NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY DURING THE PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN. C-1 Exhibit C FORM OF SUPPLEMENTAL INDENTURE (TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS) [] Supplemental Indenture (this “Supplemental Indenture”), dated as of [] among Luminar Technologies, Inc. (the “Company”), [] (the “Guaranteeing Subsidiary”), a subsidiary of the Company, and GLAS Trust Company LLC, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee and the Collateral Agent an indenture (as amended, modified or supplemented from time to time, the “Indenture”), dated as of August 8, 2024, providing for the issuance of 9.0% Convertible Second Lien Senior Secured Notes due 2030 (the “Series 1 Notes”) and 11.5% Convertible Second Lien Senior Secured Notes due 2030 (the “Series 2 Notes” and, together with the Series 1 Notes, the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee and the Collateral Agent a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and WHEREAS, pursuant to Section 8.01(B) of the Indenture, the Trustee and the Collateral Agent are authorized to execute and deliver this Supplemental Indenture without the consent of Holders. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including Article 12 thereof. By its signature below, the Guaranteeing Subsidiary becomes (I) a Subsidiary Guarantor under the Indenture with the same force and effect as if originally named therein as a Subsidiary Guarantor and the Guaranteeing Subsidiary hereby (a) agrees to all the terms and provisions of the Indenture applicable to it as a Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof and (II) bound under the Indenture as a Subsidiary Guarantor and the Guaranteeing Subsidiary hereby (a) agrees to all the terms and provisions of the Indenture applicable to it as a C-2 Subsidiary guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof), provided that in each case of clause (I)(b) and (II)(b), to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date. Each reference to a “Subsidiary Guarantor” in the Indenture shall be deemed to include the Guaranteeing Subsidiary as if originally named therein as a Subsidiary Guarantor. 1. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 2. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 3. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, and all of them together represent the same agreement. Delivery of an executed counterpart of this Supplemental Indenture by facsimile, electronically in portable document format or in any other format will be effective as delivery of a manually executed counterpart. 4. Effect of Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of the terms or provisions of this Supplemental Indenture. 5. The Trustee and the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary. 6. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. 7. Representations and Warranties by Guaranteeing Subsidiary. The Guaranteeing Subsidiary hereby represents and warrants to the Trustee and the Collateral Agent that this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms and the terms of the Indenture. [Signature pages follow] C-3 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written. LUMINAR TECHNOLOGIES, INC. By: Name: Title: [GUARANTEEING SUBSIDIARY] By: Name: Title: GLAS TRUST COMPANY LLC, AS TRUSTEE AND COLLATERAL AGENT By: Name: Title:

D-1 Exhibit D FORM OF PRE-FUNDED WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. COMMON STOCK PURCHASE WARRANT LUMINAR TECHNOLOGIES, INC. Warrant Shares: [__________] Initial Exercise Date: [__________] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 15, 2032 (the “Termination Date”), but not thereafter, to subscribe for and purchase from LUMINAR TECHNOLOGIES, INC., a Delaware corporation (the “Company”), up to [__________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined below). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Section 1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1: “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. “Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is then listed or quoted for trading on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed D-2 or quoted for trading on a Trading Market, OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by Board of Directors and reasonably acceptable to the Holder of this Warrant, the fees and expenses of which shall be paid by the Company. “Board of Directors” means the board of directors of the Company. “Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. “Commission” means the United States Securities and Exchange Commission. “Common Stock” means the Class A common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. “Common Stock Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “Trading Day” means a day on which the Common Stock is traded on a Trading Market. “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing). “Transfer Agent” means Equiniti Trust Company, LLC, the current transfer agent of the Company, with a mailing address of 6201 15th Ave, Brooklyn, NY 11219 and email address of [•], and any successor transfer agent of the Company. “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily D-3 volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is then listed or quoted for trading on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on a Trading Market, OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Board of Directors and reasonably acceptable to the Holder of this Warrant, the fees and expenses of which shall be paid by the Company. Section 2. Exercise. (a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (with a PDF copy to the Transfer Agent delivered via email at the email address set forth in the definition of Transfer Agent above (or such other office or agency as the Company may designate by notice in writing to the registered Holder in accordance with Section 5(h) herein)) of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within the later of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, if an original of this Warrant was delivered to the Holder, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.0001, subject to adjustment hereunder (the “Exercise Price”). D-4 (c) Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of the Warrant. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, if the Holder of this Warrant has not elected to exercise this Warrant on or prior to the Termination Date, then this Warrant shall automatically (without any act on the part of the Holder) be exercised pursuant to this Section 2(c) effective immediately prior to the expiration of this Warrant, unless the Holder shall earlier provide written notice to the Company that the Holder desires that this Warrant expire unexercised. If this Warrant is so automatically exercised, the Company shall notify the Holder of the automatic exercise as soon as reasonably practicable, and, if an original of this Warrant was delivered to the Holder, the Holder shall surrender this Warrant to the Company in accordance with the terms hereof. (d) Mechanics of Exercise.

D-5 (i) Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by (1) crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder, (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of- sale limitations pursuant to Rule 144 (assuming cashless exercise of this Warrant) or (C) the Warrant Shares are freely tradable with no restriction by the Holder pursuant to another exemption from registration, or (2) if the Common Stock is not then on the system of The Depository Trust Company or if none of the conditions in (1)(A) through (1)(C) above are satisfied, by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the later of (A) the later of (i) one (1) Trading Day and (ii) the number of days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise, and (B) other than in the case of cashless exercise, one (1) Trading Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. (ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (iii) Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares on a timely basis pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. (iv) Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails D-6 to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely due to any action by the Holder with respect to such exercise), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (v) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share. (vi) Charges and Taxes. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. (vii) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof. D-7 (e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To avoid doubt, the calculation of the Beneficial Ownership Limitation shall take into account the concurrent exercise or conversion, as applicable, of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) beneficially owned by the Holder or any of its Affiliates and Attribution Parties, as applicable, other than such securities subject to a limitation on conversion or exercise analogous to the limitation contained herein. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination (including any determination as to group status pursuant to the next sentence). In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities D-8 of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event is lower than 9.9% or exceeds 19.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. Section 3. Certain Adjustments. (a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a), if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be

D-9 determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). (c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). (d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall D-10 have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. (e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. (f) Notice to Holder. D-11 (i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. (ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with a Fundamental Transaction or any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries (as determined in good faith by the Company), unless the Holder otherwise notifies the Company in writing, the Holder hereby waives its right to receive such notice prior to the public announcement of the record date of such action or the date on which such action is expected to become effective or close (whichever is earlier); provided that (1) the Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice and (2) notwithstanding anything to the contrary contained herein, with respect to any such dividend, distribution, redemption, grant of rights or warrants, approval of stockholders or record date with respect to any of the foregoing, or any dissolution, liquidation or winding-up of the Company, the Company shall afford the Holder not less than 5 business days between the public announcement, and the occurrence, of any such record date or the effectiveness of any such event, as applicable, to elect to give effect to the exercise rights contained in this Warrant. Section 4. Transfer of Warrant. D-12 (a) Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant to the principal office of the Company or its designated agent, together with (i) a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney, (ii) at the reasonable request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and (iii) funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, if an original of this Warrant was delivered to the Holder, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. (b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto. (c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. (d) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. Section 5. Miscellaneous. (a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder

D-13 of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settle an exercise of this Warrant. (b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. (c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day. (d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value (after giving effect to any related adjustment to the Exercise Price in accordance with Section 3 hereof), (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents D-14 from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant and (iv) not take any action that would result in the Exercise Price of this Warrant being in excess of the then-applicable par value of any Warrant Shares. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (e) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. (f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, (i) if not registered, and the Holder does not utilize cashless exercise, or (ii) if the Holder is an Affiliate of the Company, will have restrictions upon resale imposed by state and federal securities laws. (g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in D-15 collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. (h) Notices. Any and all notices or other communications or deliveries to be provided by the holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 2603 Discovery Drive, Suite 100, Orlando, FL 32826, Attention: Tom Fennimore, email address: tom@luminartech.com, with a copy (which will not constitute notice) to legal.notices@luminartech.com, or such other telephone number, email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e- mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries, the Holder hereby waives its right to receive such notice prior to the public announcement of such information. (i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. (j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. (k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares. D-16 (l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other hand. (m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. (n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. (Signature Page Follows)

[Signature Page to Common Stock Purchase Warrant] IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated. COMPANY: LUMINAR TECHNOLOGIES, INC. By: Name: Title: D-18 EXHIBIT A NOTICE OF EXERCISE TO: LUMINAR TECHNOLOGIES, INC. The undersigned hereby elects to purchase __________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. Payment shall take the form of (check applicable box): [] in lawful money of the United States; or [] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 2(c). Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below: The Warrant Shares shall be delivered to the following DWAC Account Number: [SIGNATURE OF HOLDER] Name of Investing Entity: Signature of Authorized Signatory of Investing Entity: Name of Authorized Signatory: Title of Authorized Signatory: Date: D-19 EXHIBIT B ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to: Name: Address: Phone Number: Email Address: Dated: Holder’s Signature: Holder’s Address: