On April 26, 2023, Aurora Innovation, Inc. and its wholly owned subsidiary, Aurora Operations, Inc. (collectively, “ Aurora ”), entered into a Strategic Partnership Agreement (the “ SPA ”) with Continental Automotive Technologies GmbH and its wholly owned subsidiary, Continental Autonomous Mobility GmbH (collectively, “ Continental ”), pursuant to which Continental will, among other things, act as Aurora's “Hardware-as-a-Service” partner for the production, provision, and full lifecycle support of Aurora's future generation of its Aurora Driver hardware system (the “ AD Kits ”). The term of the SPA begins on April 26, 2023 and continues until December 31, 2030, subject to earlier termination under certain circumstances in accordance with the SPA, including without limitation, a limited, near-term mutual termination right if the parties fail to align on certain material additional parameters. Further, as detailed in the SPA, Continental shall (a) develop the necessary hardware, firmware, fallback system integration, and related services to allow for the integration of the Aurora Driver into production vehicles at multiple Original Equipment Manufacturers (“ OEMs ”); and (b) deliver, during the support term of the AD Kits, the services aspects of the hardware lifecycle, including (i) OEM supply chain integration, (ii) warranty and related servicing and maintenance services during the applicable warranty period, (iii) assistance with developing guidelines for pre- and post-trip inspections, (iv) technician training and certification, and (v) decommissioning.

In consideration of Continental's commitments under the SPA, Aurora will pay Continental on a per-mile basis for vehicles operated by the Aurora Driver using the AD Kit (“ Payment Per Mile ”). Such Payment Per Mile shall be calculated based primarily on (a) the development costs incurred by Continental up to an estimated $345 million, subject to customary adjustments for changes in the work and other updates set forth in the SPA, (b) costs for the provision of the services set forth in the SPA, including logistics, preventive maintenance, warranty and decommissioning costs, and (c) bill of materials costs (including equipment financing costs) for the AD Kit. The Payment Per Mile is subject to change based on a variety of inputs, including risk sharing on certain inputs, volumes, and other variables, and shall be recalculated annually during the production stage of the AD Kits.

Aurora Horizon, Aurora's subscription trucking service, is expected to launch in 2024, and the production of this future AD Kit, which will be used by Aurora to support the commercial scalability of autonomous trucking, is expected to begin in 2027 under the SPA. Continental and Aurora have each committed to certain milestones for (a) the development of, and 2027 start of production for, and supply and servicing of, the AD Kit and (b) commercialization of Aurora Horizon, respectively. Continental and Aurora, in parallel, have agreed on certain remedies in the event of missed milestones.

To reflect each party's investments and to protect each party's intellectual property rights, and as a means to encourage innovative work by the parties, each of Continental and Aurora will be subject to defined and limited exclusivity periods related to (a) with respect to Continental as the restricted party, certain commercial services for SAE International Level 4 or 5 autonomy (“ L4+ ”) companies and L4+ systems and (b) with respect to Aurora as the restricted party, engagement of other suppliers for the provision of the AD Kits or development of SAE Level 1 through 3 autonomy (i.e., advanced driver-assistance systems) products. Such exclusivity restrictions are subject to various exclusions and early termination triggers. The SPA includes other customary provisions, including without limitation, those regarding ordering, forecasting, change management, insurance, confidentiality, intellectual property ownership and licensing, products liability, indemnification, limitation of liability, recalls, and compliance with laws.