EV Technology Group Ltd — Capital/Financing Update 2022

Apr 20, 2022

INVESTMENT AGREEMENT

1.	Parties	Moke International Limited (a company incorporated in England & Wales with company number 09728676) (“Moke”). EV Technology Group Inc. (a company incorporated in the Province of Ontario, Canada with company number 002860534) (“EVT”). Collectively the “Parties” and individually a “Party”.
2.	$5m shareholder loan	Simultaneously with the signing of this agreement, the Parties have signed certain definitive transaction documentation pursuant to which EVT has agreed to loan US$5 million to Moke (the “Shareholder Loan”), with $1.75 million (the “Initial Shareholder Loan”) loaned by 6 September 2021 and the $3.25 million balance loaned by 30 September 2021. The Shareholder Loan is repayable on 31 December 2026 and accrues interest at a rate of 6% per annum. As soon as reasonably practicable following receipt of the Shareholder Loan (or a portion thereof), Moke shall allot and issue 372 ordinary shares (or a portion thereof) of £0.10 each in the capital of Moke to EVT.
3.	Additional $5m investment	Subject to obtaining the requisite approval from the shareholders of Moke (which the board of Moke considers to be a mere formality) Moke will grant EVT the right to subscribe for a further 248 ordinary shares of £0.10 each at an aggregate subscription price of US$5 million (the “Right to Subscribe”). The Right to Subscribe will last for 12 months from the date of grant and may only be exercised once and in full (and not part only). The Right to Subscribe will constitute a shareholder loan, repayable in five years and shall be on the same terms as the Shareholder Loan, unless an equity structure is otherwise agreed between the Parties and the existing shareholders of Moke.
4.	Right to nominate directors	Upon receipt by Moke of $5 million from EVT pursuant to the Shareholder Loan, EVT will have the right to nominate for appointment one director to the board of Moke. The Parties agree that Wouter Witvoet will be the initial director appointed by EVT to the board of Moke (the “Initial EVT Director”). For so long as EVT holds no less than 5% of the issued and outstanding ordinary shares of Moke, EVT shall maintain the right to nominate one director to the Moke board of directors. If the Right to Subscribe is exercised by EVT, then, simultaneously with the receipt by Moke of $5 million of subscription monies from

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		EVT, EVT will have the right to nominate for appointment one additional director to the board of Moke. Once the Right to Subscribe is exercised by EVT and for so long as EVT holds no less than 15% of the issued and outstanding ordinary shares of Moke, EVT shall maintain the right to nominate a total of two directors to the Moke board of directors. Any subsequent individual nominated for appointment by EVT will be subject to approval by the board of Moke, such approval not to be unreasonably withheld.
5.	Definitive Loan Agreement	The Shareholder Loan shall be documented pursuant to Appendix A. The Loan Agreement shall provide that the Initial Shareholder Loan be received by Moke on or before 6 September 2021, with the remaining $3.25 million to be received by Moke on or before 30 September 2021.
6.	Information Rights	At the request of EVT, the Company shall furnish such financial and other business information regarding the Company, including an annual budget and unaudited annual and quarterly financial statements.
7.	Protective Provision	Pursuant to the articles of association of Moke, all unissued shares in the capital of Moke, must, before issue (unless otherwise agreed in writing by the holders(s) of at least 75% of the ordinary shares in the capital of Moke), be offered on identical terms to the members holding such shares, in proportion as nearly as circumstance permit, to the amount of the existing issued shares of that member.
8.	Representations and Warranties	At the date of signing this agreement, Moke represents and warrants to EVT as follows and acknowledgesthat EVT is relying on such representations and warranties in connection with the transaction contemplated herein: 1. Organisation and Good Standing Moke has been duly organised and is validly existing and in good standing under the laws of its jurisdiction and is duly qualified to do business. 2. Taxes a. Moke has filed in the prescribed manner and within the prescribed times all tax returns required to be filed by Moke in all applicable jurisdictions as of the date hereof and all tax returns that have been filed by, or with respect to Moke are true, complete and correct, report all income and all other amounts and information required to be reported thereon and disclose any tax required to be paid for the periods covered thereby. Moke has duly and timely paid anytax due andpayable byit,includingall

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			instalments on account of tax that are due and payable before the date hereof, whether or not assessed by the appropriate governmental authority, and has duly and timely paid all assessments and reassessments it has received in respect of any tax; b. there are no audits, reassessments or other proceedings in progress or, to the knowledge of Moke, threatened against Moke, in respect of any tax and, in particular, there are no currently outstanding reassessments or written enquiries which have been issued or raised by any governmental authority relating to any tax, and Moke is not aware of any contingent liability of Moke for tax or any grounds that could prompt anassessment or reassessment for any tax, and Moke has not received any indication from any governmental authority that any assessment or reassessment is proposed; and c. Moke has deducted, withheld or collected and remitted in a timely manner to the relevant governmental authority each tax or other amountrequired to be deducted, withheld or collected andremitted by Moke. 3. Employment and labour Moke has operated in all material respects in accordance with all applicable law with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, pending or threatened, material proceedings before any board or tribunal with respect to any of the above. 4. Authorised Capital The authorised capital of Moke consists of a limited number of ordinary shares and preferred shares, of which, as of the date of this agreement, 1,860 ordinary shares are in issue and 5,465,484 Moke preferred shares are in issue. As of the date hereof, there are no other securities outstanding which may be converted into ordinary or preferred shares of Moke. 5. Financial Statements a. the financial statements of Moke for the period ending 31 December 2020 (collectively, the “Moke Financial Statements”),copies of which have been or will be

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			provided to EVT prior to closing, are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of Moke for the period then ended and the Moke Financial Statements have been prepared in accordance with Section 1A of Financial Reporting Standards (FRS) 102 and Companies Act 2006; b. to the knowledge of Moke, no information has come to the attention of Moke since 31 December 2020 that would or would reasonably be expected to require any restatement or revisions of any such financial statements; c. except as disclosed in the Moke Financial Statements, there are no related-party transactions or off-balance sheet structures or transactions with respect to Moke; and d. except as disclosed in the Moke Financial Statements, there are no material liabilities or obligations outstanding and Moke is not a party to, or bound by, any agreement of guarantee, indemnification, assumption or endorsement or any like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person. 6. Compliance with Laws Moke has conducted and is conducting its business in compliance in all material respects with all applicable laws, regulations, by-laws, ordinances, regulations, rules, judgments, decrees and orders of each jurisdiction in which its business is carried on; 7. Litigation a. Moke is not subject to any claim for wrongful dismissal, constructive dismissal or any tort claim,actual, pending or threatened, or any litigation, actual, pending or threatened, relating to employment or termination of employment of employees or independent contractors; and b. Moke is not subject to any lawsuit other than the Moke initiated lawsuit versus Moke America, Inc., which is currently in appeal by Moke America. 8. Permits and licensing Moke has allpermits,licences,certificates of authority,orders

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		and approvals of, and has made all filings, applications and registrations with, applicable governmental authorities and other persons that are required in order to permit it to carry on its business as presently conducted, except for such permits, licences, certificates, orders, filings, applications and registrations, the failure to have or make, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Moke, and all such permits, licenses, certificates of authority, orders and approvals are in good standing and fully complied with in all material respects. 9. Title to assets and IP Moke owns and possess good and marketable title to the intellectual property presented in Appendix B (where it is registered and not lapsed, the “Moke Intellectual Property”) free and clear of all liens, and Moke has the right to use all Moke Intellectual Property as used pursuant to rights validly granted and agreements validly entered into, and which, subject to their respective terms and conditions, will be enforceable by Moke on and after the closing date to the same extent as prior to the closing date. 10. Corporate records a. The corporate records of Moke are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable laws and with the constitutional documents of Moke, and without limiting the generality of the foregoing: (i) the minute books of Moke contain all written resolutions passed by the directors and shareholders of Moke; (ii) the security registers of Moke are complete and accurate, and all transfers of shares of Moke have been duly completed and approved; and (iii) the registers of directors and officers are complete and accurate and all former and present directors and officers of Moke were duly elected or appointed as the case may be; and b. all books and records of Moke have been fully, properly and accurately kept and, where required, completed in accordance with generally accepted accounting principles, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.

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11.	Share Transfer	EVT undertakes to Moke that, during the next 24 months, it will not participate in the acquisition of any shares proposed to be transferred by any shareholder of Moke, and, irrevocably and unconditionally agrees with Moke that it shall execute any document which may reasonably be required by Moke in connection with the foregoing (including any document required to formally waive any pre-emption rights and any written resolutions of Moke which may be required).
12.	Business Initiatives	EVT will assist Moke to expand the business, particularly in the rental market in Europe, North America and South America and assist with marketing the business and the brand.
13.	Costs	Each Party will pay its own costs and expenses incurred by it in connection with the negotiation, implementation and completion of the transactions.
14.	Binding Agreement	The Parties agree that the terms of this agreement constitute legally binding obligation on the Parties.
15.	Confidentiality	The terms and conditions of this agreement shall remain confidential.
16.	Governing Law	This agreement and any non-contractual obligations arising out of or in connection herewith, including any non-contractual obligations arising out of the negotiations of the transaction, shall be governed by and construed in accordance with English law.

Signed: Wouter Witvoet ………. Wouter Witvoet Director For and on behalf of EV Technology Group Inc.

Signed: Robin Kennedy Robin Kennedy Director

For and on behalf of Moke International Limited

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