EV Technology Group Ltd — Regulatory Filings 2022

Apr 20, 2022

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DEALER AGREEMENT

between

MOKE INTERNATIONAL LIMITED

and

MOKE FRANCE SAS

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CONTENTS

DEALER AGREEMENT PARTIES BACKGROUND

1.	DEFINITIONS................................................................................ 3
2.	BASIS OF THISAGREEMENT............................................................... 5
3.	THIRDPARTYPRODUCTS................................................................. 6
4.	DEALERTERRITORY AND UNDERTAKINGS.............................................. 6
5.	SALESPLANNING ANDSALE OFPRODUCTS TODEALER............................. 8
6.	MILUNDERTAKINGS....................................................................... 9
7.	DIRECTSALES BYMIL ..................................................................... 9
8.	PRICES, ORDERING, PAYMENTTERMS............................................... 10
9.	AFTERSALESSERVICES.................................................................. 11
10.	DELIVERY ANDSHIPMENT OFPRODUCTS......................................... 12
11.	ACCEPTANCE OFPRODUCTS........................................................ 12
12.	TAXES....................................................................................... 13
13.	MARKETING, ADVERTISING AND PROMOTION....................................... 13
14.	USE OFTRADEMARKS.................................................................... 14
15.	DEALERBUSINESSOPERATION........................................................ 15
16.	COMPLIANCE WITH LAWS AND POLICIES.......................................... 16
17.	ANTI-BRIBERY COMPLIANCE............................................................ 16
18.	PRODUCT LIABILITY AND INSURANCE................................................. 17
19.	LIMITATION OF LIABILITY..................................................................... 18
20.	COMMENCEMENT,DURATION AND TERMINATION.............................. 18
21.	CONSEQUENCES OF TERMINATION.................................................... 19
22.	CONFIDENTIALITY........................................................................ 20
23.	FORCE MAJEURE........................................................................... 20
24.	COMPLIANCE WITHLAWS ANDREGULATIONS................................... 21
25.	SUSTAINABILITYSOCIAL ANDENVIRONMENTALRESPONSIBILITY.............. 21
26.	GDPR COMPLIANCE.................................................................. 22
27.	ENTIRE AGREEMENT...................................................................... 22
28.	VARIATION................................................................................. 22
29.	ASSIGNMENT.............................................................................. 22
30.	WAIVER..................................................................................... 23
31.	SEVERANCE................................................................................ 23
32.	NOTICES.................................................................................... 23
33.	FINALPROVISIONS....................................................................... 23
34.	MISCELLANEOUS.......................................................................... 24

SCHEDULE 1 TRADEMARKS SCHEDULE 2 DEALER PROFILE SCHEDULE 3 DEALER LOCATION SCHEDULE 4 SALES STANDARDS SCHEDULE 5 AFTERSALES STANDARDS SCHEDULE 6 CONDITIONS PRECEDENT SCHEDULE 7 DATA PROCESSING SCHEDULE 8 DATA TRANSFER

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DEALER AGREEMENT

This Agreement shall be effective as of the fulfilment of the Conditions Precedent as outlined in Schedule 6 – Conditions Precedent.

PARTIES:

• (1) MOKE INTERNATIONAL LIMITED , incorporated under the laws of England and Wales under company registration number 09728676 and whose registered office is at Unit 3 Wingrave Road, Aston Abbotts, Aylesbury, Buckinghamshire, United Kingdom HP22 4LU ( MIL ).

and

• (2) MOKE FRANCE, a simplified joint-stock company incorporated under the laws of France, in the process of registration and whose registered office is at 45 avenue Montaigne – 75008 Paris ( Dealer ).

COLLECTIVELY REFERRED TO AS THE PARTIES .

BACKGROUND

Both MIL and the Dealer (collectively referred to as the Parties) enter into this Agreement, with the willingness to fully represent the MOKE brand, enhance customer experience and promote the quality of the MOKE brand to the mutual success of both Parties.

1. DEFINITIONS

1.1.

• The definitions described apply in this Agreement and the appended Schedules.

Accessories – any accessories, gift or merchandise items bearing the Trademark(s) as supplied by MIL to the Dealer

Aftersales Services – maintenance and repair services for Cars, regardless of their sale point, and including and not limited to, without limitation Goodwill services, product recall campaigns and Warranty actions;

Aftersales Standards – the MOKE Aftersales Standards for the sale of Parts and provision of Services applicable to a MOKE authorised dealer or service workshop, as attached in Schedule 5

Business - the business of the sale, distribution and after sales servicing of the Cars

Business Day - a day (other than a Saturday, Sunday, or public holiday in the United Kingdom) when banks in London are open for business

Control - the ability to direct the affairs of another person, whether by virtue of the ownership of

shares, contract or otherwise

Car(s) – New Car(s) and used passenger car(s) included in the MIL product programme, which are genuine MOKE product, as manufactured by MIL and bearing the Trademark(s)

Conditions Precedent - meaning as set out in Schedule 6

Confidential Information – includes all or any part of information relating to either Party’s business affairs, including but not limited to, technical, product financial information, details of customers or suppliers (strictly in accordance with GDPR or other market rules), information relating to employees, suppliers, product plan, prototypes, future market planning, pricing, marketing or service strategy, technical information (including any drawings, instructions, data (including the results of emissions or other tests), assembly, operating, repair or servicing information) or any information of either Party marked “confidential” or which by its nature, has the quality of confidence about it

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Corporate Identity Guidelines – the then current guidelines relating to MOKE branding and corporate identity, as published by MIL on MOKEWeb from time to time

Customer – an end user who obtains the Car(s), Part(s), Accessories or Services for their own personal

use or requirement

Customer Relations – all services for existing or potential Customers, including but not limited to enquiry, and complaint handling, general customer services activities in line with this agreement

Delivery (or Delivered) - where MIL has made available for collection by the Dealer at the Delivery Location those Products which are subject to the Purchase Order as accepted by MIL

Dealership – Sales Outlet, Delivery Outlet and Service Workshop operated by the Dealer, according to this Agreement

Delivery Date - the estimated date as notified by MIL to Dealer, upon its acceptance of a Purchase Order for Products, noting when such Products will be available to the Dealer or its agent to collect and transport, from the Delivery Location

Delivery Location - ex-works the factory of MIL or its subcontractors as specified by MIL

Delivery Outlet – all premises (including offices, preparation centres, storage or other relevant and related facilities) at which the Dealer delivers New Cars to Customers;

Deposit - scenarios where Dealer deposit for Products is due, as set out in Clause 8 – Prices, Ordering, Payment Terms

Effective Date - the date as outlined in Schedule 6 – Conditions Precedent

End of Life Cars – Cars which according to applicable law and or regulations (or if not available) in markets, are considered to be waste, and the owner intends to /is required to discard;

Effective Date - the date as outlined in Schedule 6 – Conditions Precedent

Force Majeure Event - meaning as given in clause 23

Group - in relation to a company, that company, any subsidiary or holding company of that company, and any subsidiary of a holding company of that company, from time to time

Intellectual Property Rights (IPRs) - any patents, copyright, registered design, trademarks, business trade names and domain names, and all other intellectual or industrial property rights, in each case whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world

Mandatory Polices - such policies, procedures and other operational, trading and general requirements, as are notified by MIL to the Dealer from time to time

MOKEWeb – means a web-based portal, for the provision of general operational information, for use by MOKE authorised Dealers and service workshops

New Cars - the complete passenger motor cars of the type and description set out by MIL in the MOKE product programme and which bear the Trademark(s)

Options - modifications, additions, optional extras or alternative accessories, components, treatments, configurations of the type and description as updated by MIL from time to time

Parts - any parts, lubricants, aggregates and replacement parts for cars in the MIL product programme, manufactured by MIL and bearing the Trademarks, as published on MOKEWeb from time to time

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Payment Terms – the payment terms for Products as outlined in Clause 8 – Prices, Ordering, Payment Terms

Price – the then current price relating to Products, New Cars, Options, Parts and Accessories and/ or Merchandise

Products - New Cars and Parts

Purchase Order - written order for Products from Dealer to MIL, subject to VAT and taxes or other relevant applicable costs in the market, and as published on MOKEWeb from time to time, subject to MIL acceptance, in accordance with this agreement

Relevant Requirements – all applicable laws, statutes, regulations and codes, particularly but not limited to anti-bribery, anti-corruption, anti-money laundering and foreign trade legislation, including but not limited to, U.S. and European export control regulations as well as legal requirements regarding supply chain security

Sales Outlet – the premises where the Dealer undertakes sales activity in accordance with this Agreement

Sales Planning Volume – the planned annual sales volume of New Cars, as agreed with MIL from time to time, further detailed in Clause 5.1

Sales Standards – the MOKE Dealer Standards for the sale of New Cars as applicable to a MOKE authorised dealer, as attached in Schedule 4

Service Workshop – means the premises where the Dealer, or subcontractors, as prior agreed with MIL, undertakes aftersales services in accordance with this Agreement

Services – performance of Aftersales Services and Customer Relations

Supplier's Quality Standards and Criteria for Internet Sales - the conditions relating to internet promotion and sales of Products by the Dealer, as notified by MIL on MOKEWeb

Trademark(s) - the genuine MOKE trademarks as listed in Schedule 1 or any relevant addition as notified by MIL from time to time

• 1.2. Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction.

2. BASIS OF THIS AGREEMENT

• 2.1. Appointment of the Dealer: MIL as the manufacturer or provider of the Products, grants to the Dealer the non-exclusive right and the Dealer accepts the corresponding duty to import, market, sell or rent the Products and perform the Services in the Territory, pursuant to clause 4.1, under the terms of this Agreement and its Schedules.

• 2.2. Modification of Products: The Dealer shall not without prior written consent from MIL, modify or change the Products or sell such modified Products, unless the modification or change is made to a Car, following the completed sale to a Customer and solely at that Customer’s specific request. The Dealer is not permitted to use any of his own designations or markings in any way on the Products, unless such modifications are made solely for marketing purposes for the sale or rental of the Products.

• 2.3. Sales to Resellers: The Dealer shall not supply Products to, nor obtain them from resellers not authorised for distribution by MIL. This restriction does not apply to Parts to service workshops, which use Parts for repair and maintenance of Cars.

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• 2.4. Sales through Intermediaries: The Dealer is only permitted to sell New Cars through intermediaries if the Customer has placed a prior written order to the intermediary to purchase a New Car, and the vehicle is collected by the intermediary and delivered to that Customer. The Customer’s order must include the Customer’s name and address details.

• 2.5. Sales Outside of Territory: The Dealer shall refrain from making active sales of Products to customers outside of their Territory, pursuant to clause 4.1. Active sales shall mean actively approaching, visiting or soliciting customers, including, but not limited to, the following actions:

• (a) direct mail, including the sending of unsolicited emails;

• (b) advertising in media, on the internet or other promotions, where such advertising or promotion is specifically targeted at customers in Reserved Territories;

• (c) online advertisements, territory-based banners, or search engine optimisation addressed to or prioritised towards customers and other efforts to be found specifically by users outside of the Territory; and

• (d) advertising or promotion in any form, or translation of the Dealer's website into a language other than an official language of any country forming part of the Territory, that the Dealer would not reasonably carry out but for the likelihood that it will reach customers outside of the Territory

• 2.6. The Dealer shall refrain from making any sales of the Products to customers in territories where no duly authorised Dealer is present (“ White Space ”), without the prior written consent of MIL

• 2.7. The Dealer shall not without MIL prior written consent, make any promises or guarantees about the Products beyond those contained in the promotional material supplied by MIL.

3. THIRD PARTY PRODUCTS

• 3.1. The Dealer is entitled to offer motor cars and automotive services of other brands. However, the Dealer shall not:

• (a) display motor cars and other products of other brands in areas of the Dealership which are reserved for the MOKE brand, or motor cars and other products of other brands with New Cars in non-brand specific areas of the showroom;

• (b) sell or use parts other than Parts which are not of matching quality as Parts;

• (c) use other than Parts for Warranty, goodwill work (as at MIL discretion) as well as for product recall campaigns of MIL.

4.

DEALER TERRITORY AND UNDERTAKINGS

• 4.1. The Dealer shall operate the business solely in France hereinafter, the “ Territory”. The Dealer undertakes and agrees with MIL that at all times during the Term it will represent the MOKE brand in the Territory on a non-exclusive basis, in accordance with the term of this Agreement.

• 4.2.

• The Dealer shall:

• (a) only buy Products for its own account for resale to Customers under this agreement.

• (b) use its best endeavours to promote the distribution and sale of the Products in the Territory on a non-exclusive basis and ensure the market potential is fully utilised;

• (c) not directly or indirectly source Products from suppliers outside of the Territory and/or supply Products to purchasers outside of the Territory or modify Cars for this purpose, if the place

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to which the Dealer supplies is located within the Territory of another dealer duly authorised by MIL to sell New Cars.

• (d) comply fully with the Sales Standards ( Schedule 4 ) and Aftersales Standards ( Schedule 5 )

• (e) employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Dealer obligations under this agreement;

• (f) operate one or more physical Sales Outlet within the Territory, in accordance with Sales Standards ( Schedule 4 ).

• (g) operate one or more physical Service Workshop within the Territory, equipped with the specialist tools, measuring, programming and test instruments, technical information and other equipment as advised by MIL from time to time, in accordance with Aftersales Standards ( Schedule 5 ), and other information as published in MOKEWeb

• (h) not and not entrust any third party to establish, or maintain any branch, sales outlet or distribution depot outside of the Territory for the sale of the Products.

• (i) maintain a stock of New Cars, Parts, Accessories and Merchandise in accordance with Sales Standards ( Schedule 4 ) and Aftersales Standards ( Schedule 5 )

• (j) make available upon request to MIL, operational reports of showing details of sales, service stock, orders, and any other information (including detail relating to the performance of the Dealer obligations under this agreement;

• (k) make appropriate arrangements for the packaging, transport, collection, loading, shipping and insurance (from the point of Delivery and whilst in transit) of all Products from the Delivery Location to the Dealer nominated premises in the Territory;

• (l) keep all Products in conditions appropriate for their storage, and provide appropriate security, all at its own cost;

• (m) fully insure at its own cost with a reputable insurance company all stock of Products, (including those as in transit to the Dealer) and produce to MIL evidence of such, on request;

• (n) provide to customers an aftersales repair and maintenance service in respect of the Products to a professional standard and in accordance with the Aftersales Standards ( Schedule 5 ), aftersales policies and procedures as notified by MIL on MOKEWeb from time to time,

• (o) inform MIL immediately for MIL approval, of any proposed changes with respect to senior management or ownership or Control of the Dealer, and of any change in its organisation or operation that might affect Dealer's ability to perform duties in this agreement; and

• (p) ensure that the Products are imported into the Territory with all necessary documents and formalities. The Dealer shall ensure all registration or other regulatory requirements are complied with in the relevant territory with respect to the import, sale, taxation and use of vehicles;

• (q) operate and ensure all proper means and not to do anything which may hinder or interfere with such sales, subject to the terms of this Agreement;

• (r) pay or ensure payment on the due date(s) to MIL of all sums due to MIL for all sales of the Products, in accordance with clause 8.

• (s) allow the authorised representatives of MIL or their duly appointed agents to have access to the premises of the Dealer at all reasonable times for the purpose of inspecting the Dealer's facilities and all associated books and records at the cost of MIL.

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• (t) attend regular review meetings with MIL, as agreed in the annual business plan, or otherwise.

• (u) send at its own expense to the premises of MIL or make available at the Dealer's premises a number of competent employees for training by MIL in the sale, maintenance servicing, repair and aftersales care of the Products. The Dealer will be responsible to ensure ongoing training is undertaken in accordance with training requirements as published on MOKEWeb.

• (v) indemnify MIL on demand against each loss, liability and cost which MIL may incur arising out of the breach of the Dealer's obligations under this agreement.

• 4.3. The Dealer shall not:

• (a) represent itself as an agent of MIL for any purpose; or

• (b) pledge MIL credit; or

• (c) give any condition or warranty on behalf of MIL; or

• (d) make any representation on behalf of MIL;

• (e) commit MIL to any contracts; or

• (f) otherwise incur any liability for or on behalf of MIL.

5. SALES PLANNING AND SALE OF PRODUCTS TO DEALER

• 5.1. Sales Planning Volume: MIL and the Dealer shall annually agree a Planned Sales Volume, based on MIL production, dealer sales and future sales projections. This will be calendarised to ensure timely supply of Products to the Dealer. MIL may agree binding annual sales volume targets with the Dealer.

• 5.2. New Cars and Parts, Accessories and Merchandise Inventory: The Dealer shall submit its Purchase Order for Products at least three months in advance of notified build slots in accordance with the agreed calendarised sales plan to secure production.

• 5.3. The Dealer will keep an inventory of MOKE Products, Parts and Accessories for display and demonstration purposes, as per Sales Standards ( Schedule 4 ) and Aftersales Standards ( Schedule 5 ), to ensure the customer experience.

• 5.4. Sale of Pre-Owned Cars: It is noted that a healthy new car business will also require a Dealer to sell pre-owned Cars. Both Dealer and MIL will co-operate to support and promote the sales of used Cars via the Dealer in this respect.

• 5.5. Sale of Parts: The Dealer will offer and supply Parts to customers in accordance with Aftersales Standards ( Schedule 5 ), then then current, Policies and Procedures published on MOKEWeb and Corporate Identity Guidelines as applicable.

• 5.6. Assumption of Warranty: MIL will provide to the Dealer a warranty for the Products in accordance with the then current MIL Policies and Procedures. When reselling the Products to a Customer the Dealer shall grant to the Customer a warranty which as a minimum corresponds to the scope of warranty granted to the Dealer by MIL and as approved by MIL from time to time. Warranty claims shall be processed in accordance with the MIL Policies and Procedures as applicable.

• 5.7. Changes to Products : MIL may make changes to the Products from time to time. MIL shall give notice of any changes to Product to the Dealer as soon as reasonably practicable. MIL may exclude any Product where it becomes discontinued.

• 5.8. Dealer Order Placement for New Cars: The Dealer acknowledges that acceptance of Purchase Orders is subject to availability of build slots, and on submitting a Purchase Order, MIL will confirm the order and the estimated Delivery Date

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• 5.9. Each Purchase Order shall be submitted by the Dealer on a proforma Purchase Order as notified by MIL to Dealer from time to time. This shall specify in detail:

• (a) the quantity of Products ordered by the Dealer;

• (b) the detailed specification, including any Options fitted at build;

• (c) the total of the Deposit payable for the Products, if applicable, and the balance of the total Price;

• (d) the Dealer’s preferred shipping method from the Delivery Location to its premises in the Territory and its nominated shipping contractor.

6. MIL UNDERTAKINGS

• 6.1.

• MIL agrees that at all times during the Term of the agreement it shall:

• (a) supply the Products to the Dealer for resale or rent by way of retail sales to customers and or sales to business and comply with the agreed annual Sales Planning Volume.

• (b) reserve the right to itself to supply the Products directly to Customers in the Territory, pursuant to clause 7;

• (c) provide any Technical Information as reasonably requested by the Dealer to enable it to perform its duties under this agreement, noting that the Technical Information shall remain as MIL Confidential Information and Intellectual Property Rights;

• (d) approve or reject any promotional information or, material or activity proposal submitted by the Dealer within a reasonable timeframe as published on MOKEWeb;

• (e) sell to the Dealer any Parts as requested by the Dealer that are required to enable it to fulfil its repair and service obligations under this Agreement, subject to availability;

• (f) make reasonable commercial efforts to supply the Products to the Dealer for resale in the Territory in accordance with Dealer's forecast requirements, and subject to the availability of build slots as referred to in clause 5.

• (g) provide the Dealer with information via MOKEWeb or other communication, on the advertising and promotional material or activity as provided by MIL. Any Dealer charges or costs will be published on MOKEWeb and Dealers would be invoiced accordingly.

• (h) provide training for the employees sent by the Dealer in accordance with Sales Standards ( Schedule 4 ) and Aftersales Standards ( Schedule 5 ).

• (i) indemnify the Dealer on demand against each reasonable loss, liability and cost which the Dealer may incur arising out of the breach of MIL's obligations under this agreement subject to pre-approval on a case by case basis.

7. DIRECT SALES BY MIL

• 7.1. MIL reserves the right to itself to sell and supply the Products directly within to customers in the Territory to Customers, in particular, but not limited to Customers, (via retail enterprises of MIL or its affiliated companies, or via the internet, bulk purchasers, VIPs, journalists, own employees of MIL or any affiliated company for their own use.

• 7.2. In the event that MIL sells a New Car to a Customer, that Customer will be asked to nominate a dealer or service workshop duly authorised by MIL to provide Aftersales Services in respect of that Product. The nominated dealer may be entitled to a fee as confirmed on an annual basis by MIL.

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• 7.3. The Dealer shall not be entitled to any further compensation or any other payments for any sales made by MIL as provided for in this Clause 7. MIL will advise the Dealer of such matter, on receipt of the Purchase Order.

8. PRICES, ORDERING, PAYMENT TERMS

• 8.1. The Price to be paid by the Dealer to MIL for Products will be published and updated from time to time by MIL on MOKEWeb.

• 8.2. MIL may increase the Price, by giving the Dealer a minimum of 28 days’ notice. The increased price shall apply to all Purchase Orders accepted by MIL after the expiry of such notice. If an order for a customer is already accepted by MIL, and deliverable beyond the 28 days, but before 60 days, MIL will honour the original pricing.

• 8.3. The Dealer shall pay for any and all expenses, costs and expenses and charges incurred by it in the performance of its obligations under this agreement, unless MIL has expressly agreed in advance in writing to pay for such expenses, costs and charges.

• 8.4. The Dealer shall make payment to MIL of the Deposit for Products on order to MIL. Payment of the Deposit (if relevant) shall be due on the date the Purchase Order is accepted by MIL.

• 8.5. The Dealer may be required to pay a Deposit of up to 30% of the Purchase Order value. MIL will advise on receipt of the Purchase Order.

• 8.6. The Dealer shall pay the balance due of the Price in cleared funds in respect of each Purchase Order for Products on or before the estimated Delivery Date of those Products (and in any event no later than the date the Products are made available by MIL for collection or shipment by the Dealer or its agent from the Delivery Location). MIL may suspend delivery in the event payment is not received in full and charge the Dealer a daily storage fee pursuant to clause 10.5.

• 8.7. If the Dealer fails to make any payment due to MIL for Products by the due date for payment, then, without limiting MIL remedies, the Dealer shall pay interest on the overdue amount at the rate of 5% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Dealer shall pay the interest together with the overdue amount.

• 8.8. The Dealer may not withhold payment of any amount due to the other because of any set-off, or other similar event and, In the event any withholding is required by law, the Dealer shall, ensure that MIL receives the same total amount that it would have received if no such withholding deduction had been required

• 8.9. The Dealer is solely responsible for payments of any or all taxes, charges, and any other fees due to local government or authority in the Territory in respect of the purchase, sale, importation, lease or other distribution of the Products. In the event any withholding is required by law, the Dealer shall, ensure that MIL receives the same total amount that it would have received if no such withholding deduction had been required.

• 8.10. The Dealer shall, upon reasonable request by MIL, assist MIL in the homologation requirements and or new vehicle approval activity as may be required by relevant authorities in market, to support the sale of New Cars in the Dealer’s Territory.

• 8.11. Upon request by MIL, the Dealer would provide a pricing model showing the Manufacturer Suggested Retail Price in market of Products, including shipping, applicable duties, taxes and registration costs.

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• 8.12. The Dealer may cancel Purchase Orders which have been accepted by MIL by paying to MIL a sum equal to the Deposit (VAT included). MIL would make reasonable effort to redistribute the Products and reimburse the Dealer accordingly.

• 8.13. Dealer Payment Terms for Other Items: In respect of Dealer payment due for training, marketing or any other sums due, MIL shall be entitled to invoice the Dealer in advance, together with any applicable VAT or other taxes or duties. The obligation of the Dealer is to pay the full amount of the invoice within 30 days of the date of invoice.

• 8.14. The Dealer may not withhold payment of any amount due to the other because of any set-off, or other similar.

9. AFTERSALES SERVICES

• 9.1. The Dealer will provide Aftersales Services for all Cars, independent of their place of sale, in accordance with the provisions of the Aftersales Standards ( Schedule 5 ), and the then current Mandatory Policies procedures and published information as set out in MOKEWeb. The Dealer will establish and maintain all such Published Information and Corporate Identity Guidelines as applicable in accordance with MIL reasonable instructions as issued from time to time.

• 9.2. The Dealer shall, upon reasonable request by MIL, assist MIL in the preparation of Aftersales Services literature in the language(s) local to the Dealership.

• 9.3. Aftersales Services include, in essence the repair and maintenance work for Cars as well as handling of Warranty claims, goodwill services and service work for Customers and, furthermore, the maintenance of a register of Customers for product recall campaigns and participation in product recall campaigns in which upon instruction from MIL all Cars concerned must be examined and, if necessary, modified, in accordance with the then current policies and procedures and Published Information as applicable.

• 9.4. The Dealer will maintain a Service Workshop at the same location as its Sales Outlet and in accordance with the Aftersales Standards ( Schedule 5 ). For this purpose, the Dealer is required to equip the Service Workshop with the specialist tools, measuring, programming and test instruments, the technical information systems, information media and other workshop equipment and facilities as prescribed by MIL from time to time and to employ adequately trained and competent personnel to carry out the Aftersales Services at the Service Workshop.

• 9.5. With prior MIL consent, the establishment of a Service Workshop at a location different from the Dealer’s business premises can be permitted, also subject to compliance with the Aftersales Standards. The Dealer shall inform customers of the location of the service workshop.

• 9.6. Parts : The Dealer will offer and supply Parts to Customers in accordance with the Aftersales Standards ( Schedule 5 ) and the then current Policies and Procedures, and Corporate Identity Guidelines as applicable.

• 9.7. Maintenance of Stock : The Dealer shall maintain a stock of Parts at the Service Workshop sufficient to fulfil reasonable customer demand and shall maintain sufficient stock of Parts to comply with the Dealer obligations in respect of Aftersales Services.

• 9.8. Services for Third Party Products : The Dealer is entitled to offer and provide services for motor cars of other brands but will endeavour to avoid confusion between the Services and any such other services. The Dealer will immediately inform MIL of its intention to provide any such other services.

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10. DELIVERY AND SHIPMENT OF PRODUCTS

• 10.1. MIL shall use its reasonable endeavours to make the Products available for collection by the Dealer at the Delivery Location on the Delivery Date. The Dealer acknowledges that the Delivery Date is an estimate and cannot be guaranteed.

• 10.2. In the event that the delivery of Products will be delayed by a period of 30 days or more, MIL shall give the Dealer as much notice as is practicable (and at least 15 days’ notice prior to the original Delivery Date) and shall provide an updated Delivery Date as soon as practicable. Should the delay exceed three (3) months from the estimated Delivery Date, the Dealer may elect to cancel the purchase order and MIL shall be liable to reimburse the Deposit to the Dealer within fifteen (15) days from the notification of such cancellation.

• 10.3. The Dealer acknowledges that certain assembly and pre-sales steps notified to the Dealer by MIL prior to delivery, may be required.

• 10.4. All Products shall be sold on an Ex-Works basis at the Delivery Location, currently Sywell, United Kingdom, or any other location as provided by the Dealer from time to time (Incoterms 2010, EXW the “ Delivery Location ”).

• 10.5. Risk in the Products shall pass to the Dealer from the Delivery Date. In the event the Dealer or Dealer’s agent, fails to collect the Products from the Delivery Location, MIL shall be entitled to charge the Dealer a storage fee at the rate of GBP £100 per New Car per week or part of (and at such rate it determines is reasonable in respect of other Products).

• 10.6. The Dealer (or Dealer’s agent) shall be responsible for the packaging (including procuring any shipping containers), loading, transport and shipping of the Products from the Delivery Location to the Dealer premises in the Territory, at the expense of the Dealer.

• 10.7. The Dealer shall arrange for full insurance during loading and transit of the Products, with a reputable insurer of no less than the total Price of the Products (plus shipping costs) and shall provide MIL with reasonable evidence of such insurance on request.

• 10.8. Title to Products shall not pass to the Dealer until Delivery has been made and MIL receives payment in full (in cash or cleared funds) for the Products in that Purchase Order.

11. ACCEPTANCE OF PRODUCTS

• 11.1. The Dealer acknowledges that it shall be responsible for repairing all minor cosmetic or mechanical faults or defects in the Products and shall agree with MIL a process for assessing whether and if so, the proportion of the actual cost of repairs incurred by the Dealer may be reimbursed.

• 11.2. The Dealer may reject prior to accepting Delivery any Products delivered that the Dealer can demonstrate to MIL’s satisfaction that they materially do not comply with this agreement provided that:

• (a) notice of rejection is given to MIL in the case of:

  • (i) a material defect that is apparent on normal visual inspection prior to Delivery;

  • (ii) a latent material defect, within a reasonable time of the latent defect having become apparent, subject to a maximum period of 6 months after the Delivery Date; and.

  • (iii) none of the events listed in clause 11.2 apply.

• 11.3. If the Dealer fails to give notice of rejection in accordance with clause 11.2, it shall be deemed to have accepted these Products.

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• 11.4. MIL shall not be liable for a Product’s failure to comply with this agreement in any of the following events:

• (a) the Dealer makes any further use of those Products after giving notice in accordance with clause 11.2

• (b) the defect arises because the Dealer failed to follow oral or written instructions from MIL or its agent for the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;

• (c) the defect arises as a result of the improper loading, packaging, shipping or other handling of the Products, by the Dealer or its agent

• (d) the Dealer alters or repairs those Products without the written consent of MIL;

• (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage, shipping or working conditions; or

• (f) the Products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory, regulatory or registration requirements.

• 11.5. If MIL accepts Dealer rejection of any defective Products in accordance with clause 11.2 then the Dealer shall be entitled to:

• (a) require MIL to repair or replace the rejected Products; or

• (b) require MIL to repay the Price of the rejected Products in full;

return to MIL of the rejected Products without further damage or alteration.

Once MIL has complied with the Dealer's request, it shall have no further liability to the Dealer with respect to the rejected Products.

• 11.6. The terms of this agreement shall apply to any repaired or replacement Products supplied by MIL

12. TAXES

Each Party shall account solely for its compliance with its own tax and/or customs liabilities and/or obligations arising from this Agreement. Should a party incur any loss or other disadvantage from a breach of the aforementioned liabilities or obligations, then the Dealer shall fully indemnify the other party.

13. MARKETING, ADVERTISING AND PROMOTION

• 13.1. The Dealer shall use its best endeavours to promote and maximise sales of the Products in the Territory in line with the expected customer experience and shall:

• (a) be responsible for advertising and promoting the Products in the Territory, in accordance with the guidelines as published on MOKEWeb. The Dealer shall not use any other advertising materials in any form without MIL prior written consent

• (b) define a marketing plan and budget as part of the annual dealer business plan for agreement with MIL.

• (c) display advertising materials and other signs provided by or approved by MIL in advance;

• (d) be reasonably expected to participate in any advertising and promotional campaign applicable to the Territory, as agreed with MIL

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• (e) observe all directions and instructions given to it by MIL for promotion and advertisement of the Products;

• (f) give preference to the use of marketing tools and measures as recommended by MIL not make any written statement as to the quality or manufacture of the Products without the prior written approval of MIL;

• (g) not propose or advertise or attempt to or sell Products via internet trading platforms, without the express approval of MIL

• (h) ensure any proposed press release, media comment or statement, relating to the Products is done with prior approval of MIL.

• 13.2. MIL shall provide the Dealer with information on the advertising and promotion carried out by MIL as relevant to the Territory. MIL shall supply promotional and advertising material that the Dealer reasonably requests and MIL believes is relevant to the Territory, at the cost of MIL.

• 13.3. MIL will grant the Dealer permission to make direct translations of its marketing materials. Any final material (including any noted modifications) requires the approval of MIL.

• 13.4. The Dealer assigns to MIL all Intellectual Property Rights with respect to the Products arising in any form of advertising or promotional material created by or on behalf of MIL (and shall ensure that any permitted third party engaged in the design and creation of such material assigns its Intellectual Property Rights to MIL accordingly).

• 13.5. MIL shall consult with the Dealer regarding MIL participation in exhibitions and events in Territory, but participation is agreed by MIL at its discretion.

• 13.6. The Dealer shall secure all necessary consents to undertake activities, in particular individual consents required for direct marketing whether by dealer, MIL or its agencies and shall keep MIL indemnified and held harmless in respect of any failure to do so.

• 13.7. The Dealer agrees that any proposed website or online content for the sale or promotion of the Products shall be subject to the approval of MIL and must be in line with MOKE Dealer Brand Guidelines as published on MOKEWeb.

14. USE OF TRADEMARKS

• 14.1. MIL hereby grants to the Dealer the non-exclusive right, in the Territory, to use the Trademarks in the promotion, advertisement and sale of the Products, solely for the duration of this Agreement. The Dealer shall not do, or omit to do, anything in its use of the Trademark(s) or domain names that could adversely affect their validity or reputation. The Dealer will not use any marketing tools or activities which are not consistent with the brand or public identity of MOKE, of could bring the dealer network into disrepute. MIL alone is responsible for the registration and maintenance of any Trademark(s), marks or designs that relate to the Products, including any URLs and the domain names, at its discretion. Dealer shall not obtain or try to obtain or register for itself anywhere in the world any trademarks, trade names, URLs or domain names the same as or similar to the Trademark(s).

• 14.2. The Dealer shall use a trading name, during the term of this Agreement, as Dealer or Service Workshop, noting region/ city, as published on MOKEWeb.

• 14.3. The Dealer acknowledges that all rights in the Trademarks shall remain with MIL.

• 14.4. The Dealer shall immediately bring to the notice of MIL any improper or wrongful use in the Territory of the Trade Marks or domain names and the Dealer if requested by MIL and at MIL's cost assist in

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taking all steps to defend the rights of MIL including the institution at MIL's cost of any actions which it may deem necessary to commence for the protection of any of its right.

• 14.5. The Dealer shall perform all sales activities in accordance with this Agreement, the MOKE Dealer Standards and the current information as published in MOKEWeb. Including use of Trademarks for website and domain name activity in the local market. Trademarks shall not be used in association with any other trademark, brand or trade name, except as specifically permitted in writing in advance by MIL. The Dealer shall ensure that the appropriate Trademarks and labelling shall appear on all Products, containers and advertisements for the Products.

• 14.6. Upon termination of this agreement for any reason, Dealer will immediately stop using all or any part of the Trademarks and Domain Names and shall return control of the Domain Names to MIL acquired as a result. Dealer Business Operation

15. DEALER BUSINESS OPERATION

Legal and Economic Basis

• 15.1. Financial Situation – Participation Structure: The legal, administrative, financial, corporate governance and accounting structure of the Dealer, including as applicable, its shareholder or ownership structure including the legal form, the organisation and the amount of the shareholdings or participations (hereinafter referred to as “ Participation Structure ”) must comply with the actual requirements of a proper and economically sound business management. MIL may verify by inspection of the relevant financial or corporate documents the amount of the equity capital and debt, the Participation Structure as well as corporate agreements on profit and loss distribution or similar agreements if any and, if necessary, require the Dealer to take steps to ensure full compliance with this provision.

• 15.2. Changes in the Participation Structure: MIL enters into this Agreement in reliance upon the Dealer’s representation that the owner(s) and shareholder(s) specified in Dealer Profile ( Schedule 1 ) will ensure the faithful and satisfactory fulfilment of the obligations of the Dealer under this Agreement. The Dealer shall inform MIL in writing without delay about any changes in the Participation Structure of the Dealer’s business.

• 15.3. Notification: The Dealer shall notify MIL as soon as reasonably practicable of any legal and/or regulatory requirements which may affect MIL in the national state of the Dealer location within the Territory.

Where applicable, the Dealer shall be responsible for obtaining any necessary import licences or permits necessary for the delivery of the Contract Goods to the Dealer and shall be responsible for any and all customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of the Products.

• 15.4. The Dealer shall notify MIL immediately in the event that any action, claim or legal proceedings have been issued and/or threatened against the Dealer and/or any of its personnel to the extent that such might directly or indirectly impair the performance of this Agreement or other important interests of MIL.

• 15.5. Information Technology and Communications Systems: The Dealer shall establish, maintain and use at the Dealership, information technology and communications systems (“ Systems ”) to ensure compatibility and connectivity with MIL information technology and communications systems in line with Sales Standards ( Schedule 4 ) and Aftersales Standards ( Schedule 5 ). For this purpose, the Dealer shall give preference to Systems recommended by MIL. The Dealer shall ensure that its Systems are compatible with MIL Systems.

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16. COMPLIANCE WITH LAWS AND POLICIES

• 16.1. Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

• 16.2. Mandatory Polices. The Dealer shall comply with such Mandatory Polices as MIL may notify to the Dealer from time to time;

• 16.3. Import licences. The Dealer shall be responsible for obtaining any necessary import licences or permits necessary for the entry of the Products into the Territory, or their delivery to and registration for use by, the Dealer, and any resale customer. The Dealer shall be responsible for any customs duties, clearance charges, taxes, registration or environmental charges, tariffs, brokers' fees and other amounts payable in connection with the importation, delivery and use of the Products.

• 16.4. Changes in marketing laws . The Dealer shall give MIL as much advance notice as possible of any prospective or actual changes in laws and regulations applicable to the marketing of the Products in the Territory.

16.5. Local Regulations relating to Products:

• (a) The Dealer warrants to MIL that it has informed MIL of all laws and regulations affecting the manufacture, sale, registration, packaging, labelling and use of Products which are in force within the Territory or any part of it ( Local Regulations ) at the date of this agreement, and that the Dealer shall ensure that all of the Products comply with the Local Regulations prior to any further sale or other dealing by the Dealer. This warranty shall be repeated on acceptance of each Purchase Order.

• (b) The Dealer shall give MIL as much advance notice as reasonably possible of any prospective changes in the Local Regulations.

• (c) On receipt of notification from the Dealer, MIL shall make reasonable efforts to ensure that Products comply with any change in the Local Regulations as soon as is reasonably possible

17. ANTI-BRIBERY COMPLIANCE

17.1. The Dealer shall:

• (a) comply with all applicable laws, statutes, regulations, guidelines and codes relating to antibribery and anti-corruption as are applicable (i) in the Territory, and (ii) in the United Kingdom, including but not limited to the Bribery Act 2010 ( Relevant Requirements );

• (b) comply with such anti-bribery, anti-corruption and ethics policies in each case as MIL may notify to the Dealer from time to time ( Relevant Policies ).

• (c) have and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements and the Relevant Policies, and will enforce them where appropriate;

• (d) promptly report to MIL any request or demand for any undue or suspicious financial or other advantage of any kind received by the Dealer in connection with the performance of this agreement;

• (e) within 3 months of the date of this agreement, and annually thereafter, certify to MIL in writing signed by an officer of the Dealer, compliance with this clause 17 by the Dealer and all persons referred to under clause 17.2. The Dealer shall provide such supporting evidence of compliance as MIL may reasonably request.

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• 17.2. The Dealer shall ensure that all of its agents, subcontractors and other members of its Group who perform services or provide goods in connection with this agreement do so only on the basis of a written contract which imposes on and secures from such persons terms equivalent to those imposed on the Dealer in this clause 17 ( Relevant Terms ). The Dealer shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to MIL for any breach by such persons of any of the Relevant Terms.

• 17.3. For the purpose of this clause 17.1, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

• 17.4. Breach of this clause 17 shall be deemed a material breach under clause 20.2(b).

18. PRODUCT LIABILITY AND INSURANCE

• 18.1. The Dealer shall, as soon as it becomes aware of a matter which may result in any damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability ( Relevant Claim ) and shall:

• (a) give MIL written notice of the details of the matter;

• (b) give MIL access to and allow copies to be taken of any materials, records or documents as MIL may require to take action under clause 18.1 (c)

• (c) allow MIL at its cost, the exclusive conduct of any proceedings and take any action that MIL requires to defend or resist the matter, including using professional advisers nominated by MIL; and

• (d) not admit liability or settle the matter without MIL written consent.

• 18.2. During the Term, MIL shall maintain product liability insurance with a reputable insurer of no less than £5,000,000 GBP (five million] in total in any one year for any and all liability (however arising) for a claim that the Products are faulty or defective. MIL shall provide a copy of the insurance policy to the Dealer on request.

• 18.3. The Dealer undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Products or batches of Products from Customers. These records shall include records of deliveries to customers (including batch numbers, delivery date, name and address of customer, telephone number, fax number and email address).

• 18.4. The Dealer shall give any assistance that MIL shall reasonably require to recall, as a matter of urgency, Products from the retail or wholesale market.

• 18.5. The Dealer shall:

• (a) take such action, institute such proceedings and give such information and assistance as MIL may reasonably request to:

  • (i) dispute, resist, appeal, compromise, defend, remedy or mitigate the matter; or

  • (ii) enforce against any person (other than MIL) the rights of the Dealer in relation to the matter; and

• (b) in connection with any proceedings related to the matter (other than against MIL), use professional advisers nominated by MIL and, if MIL so requests, allow MIL the exclusive conduct of the proceedings,

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in each case on the basis that MIL shall reimburse the Dealer for all costs incurred as a result of any request or nomination by MIL.

19. LIMITATION OF LIABILITY

• 19.1. Nothing in this agreement shall limit or exclude MIL's liability for any matter in respect of which it would be unlawful for MIL to exclude or restrict liability.

• 19.2. Subject to clause 19.1

• (a) MIL shall under no circumstances whatever be liable to the Dealer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

  • (i) any loss of goodwill, profit, revenue, or anticipated savings; or

  • (ii) any loss that is an indirect or secondary consequence of any act or omission of MIL.

• (b) MIL’s total liability for damage to property caused by the negligence of its employees in connection with this agreement shall be limited to £5,000,000 GBP (five million) in aggregate for all events; and

• (c) MIL’s total liability to the Dealer in respect of all other loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £1,000,000 GBP (one million) for the entire Term; and

• (d) without prejudice to clauses 1.1(a) to 1.1(c) MIL’s total liability to the Dealer in respect of each Purchase Order for Products submitted to and accepted by MIL whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Price paid by the Dealer to MIL in respect of that Purchase Order,

• 19.3. MIL shall not be liable to the Dealer for compensation arising out of or connected with the loss by either party of:

• (a) present or prospective revenue, profits or anticipated sales, whether arising during the term of this agreement or as the result of any decision to terminate or not to renew this Agreement;

• (b) expenditure, investment or commitments made in connection with this agreement;

• (c) goodwill arising from or connected with the establishment, development or maintenance of the business of Dealer.

20. COMMENCEMENT, DURATION AND TERMINATION

• 20.1. This agreement shall take effect on the Effective Date and, shall continue in force unless and until terminated by either Party by giving to the other not less than 12 months written notice of termination.

• 20.2. Without affecting any other rights or remedies to which it may be entitled, either party may give notice in writing to the other terminating this agreement immediately if:

• (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default for more than 30 days;

• (b) the other party commits a material breach of any term of this agreement and (if that breach is remediable) fails to remedy that breach within 90 days of that party being required to do so;

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• (c) the other party repeatedly breaches any of the terms of this agreement in a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

• (d) an order is made or a resolution is passed for the winding up of the other party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed, or a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up order, or the other party takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the other party with its creditors or an application to a court for protection from its creditors is made by the other party;

• (e) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

• (f) the other party purports to assign or otherwise transfer its rights or obligations under this agreement in breach of clause 29.

• (g) the Dealer changes its organisation or methods of business in such a way as in the reasonable opinion of MIL to be able less effectively to carry out its duties under this agreement;

• (h) there is a change of organisation, methods of Control or management of the Dealer;

• (i) if the Dealer or any of its officers or senior personnel is convicted of a criminal offence; or

• (j) any of the activities of the Dealer (or any of its personnel) or its advertising, marketing and promotion of licensed products, shall in any way reduce or diminish the reputation, image and prestige of MIL, the Products or any of the Trademarks.

21. CONSEQUENCES OF TERMINATION

• 21.1. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

• 21.2. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

21.3. On termination:

• (a) the Dealer shall for a period of twelve months following termination offer to all customers of Products in the Territory the after sales service and care in accordance, if MIL has not appointed another dealer or service workshop in that Territory;

• (b) the Dealer may for a period of 120 days following termination, sell and distribute any stocks of the Products that it may have in store or under its control at the time At the end of this period the Dealer shall promptly return all remaining stocks of the Products to MIL at the expense of the Dealer, or dispose of the stocks as MIL directs;

• (c) when the period under clause 21.3(b) expires, the Dealer shall at MIL's option promptly destroy or return all samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers that relate to MIL's business that the Dealer may have in its possession or under its control (other than correspondence between the parties);

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• (d) all licences granted by MIL to the Dealer pursuant to this agreement in respect of Intellectual Property Rights shall immediately terminate and the Dealer shall immediately cease all use of the domain names and Trademarks (save only as permitted pursuant to clause 21.3(b);

• (e) the Dealer shall change its company name within a period of 30 days when it involves any use of the term “MOKE” or any of MIL’s Trademarks; and

• (f) the termination of this agreement shall not of itself make MIL liable to pay any compensation to the Dealer, including, compensation for loss of profits or goodwill.

• 21.4. Subject to clause 21.3, all other rights and licences of the Dealer under this agreement shall terminate on the termination date.

• 21.5. MIL may cancel any Purchase Orders for Products placed by the Dealer before termination if delivery would fall due after termination, whether or not they have been accepted by MIL. MIL shall have no liability to the Dealer in respect of such cancelled Purchase Orders.

22. CONFIDENTIALITY

• 22.1. The Parties undertake to the other, in accordance with this agreement, that each other's Confidential Information shall be kept strictly confidential at all time in accordance with this agreement, as follows;

• 22.2. that each other’s Confidential Information shall be kept strictly confidential at all times, during and after expiry/ termination of this Agreement and for the sole purpose of fulfilling the obligations of this Agreement,

• 22.3. if Confidential Information is disclosed to receiving Party employees, professional advisors or officers, where it is clearly demonstrable that the Confidential Information must be disclosed, for the purposes of the performance of this Agreement. In this instance, all parties are bound to keep such information strictly confidential.

• 22.4. shall be treated in a manner as applies to the receiving Party’s own commercially sensitive information

• 22.5. shall not be removed from the disclosing Party’s premises,

• 22.6. shall not be disclosed to any third party, unless with the disclosing Party’s prior written approval.

• 22.7. Clause 22.1 does not apply to Confidential Information which:

• (a) is in the public domain at the time of disclosure;

• (b) can be shown by the receiving Party that this information was within their knowledge at the time of disclosure, except through any breach of confidentiality of the receiving party

• (c) information is lawfully into the possession of the receiving Party from another, or lawfully accessible by public domain

• (d) as may be required by law, court order or any governmental or regulatory authority.

23. FORCE MAJEURE

• 23.1. Force Majeure event means any circumstance not within a party's reasonable control including, without limitation:

• (a) acts of God, flood, storm, drought, earthquake or other natural disaster;

• (b) epidemic or pandemic;

• (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

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• (d) nuclear, chemical or biological contamination or sonic boom;

• (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

• (f) collapse of buildings, breakdown of plant or machinery, fire, explosion or accident;

• (g) any labour or trade dispute, difficulty or increased expense in obtaining workers, materials or transport, strikes, industrial action or lockouts;

• (h) non-performance by suppliers or subcontractors; and

• (i) interruption or failure of utility service.

• 23.2. Provided it has complied with clause 23.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement (other than the Dealer’s payment or other obligations relating to a Purchase Order which has been accepted by MIL) by a Force Majeure Event, the affected party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

23.3. The affected party shall:

• (a) as soon as reasonably practicable after the start of the Force Majeure Event but within 30 days, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement;

• (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations (including sourcing a suitable alternative location for showrooms or outlets); and

• (c) as soon as reasonably possible after the end of the Force Majeure Event, notify the other party that the Force Majeure Event has ended and resume performance of its obligations under this agreement.

• 23.4. If the Force Majeure Event prevents, hinders or delays the affected party's performance of its obligations for a continuous period of more than 3 months, the party not affected by the Force Majeure Event may terminate this agreement by giving one month’s written notice to the affected party.

24. COMPLIANCE WITH LAWS AND REGULATIONS

• 24.1. The Dealer will, at Its own expense. comply with all laws, regulations and registry requirements relating to its activities under this agreement and with all policies, guidelines or codes of practice are customarily complied with by businesses similar to the Dealer, as they may change from time to time, and with any conditions binding on It In any applicable licences, registrations, permits and approvals.

25. SUSTAINABILITY SOCIAL AND ENVIRONMENTAL RESPONSIBILITY

• 25.1. Without prejudice to the generality of clause 23, the Dealer will ensure that, at Its own expense, it complies with best industry practice, from time to time, in relation to corporate and social responsibility, environmental responsibility and will have in place policies and procedures to underpin such compliance. Furthermore, MIL reserves the right to require the Dealer, to provide MIL with copies of Its policies and procedures and to make such amendments as MIL reasonably requires and/or at MIL's option to require the Dealer to comply with such policies and procedures on corporate and

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social responsibility and environmental responsibility as It communicates to the Dealer from time to time.

26. GDPR COMPLIANCE

• 26.1. MIL and the Dealer hereby confirm to each other that they have the right to share the personal data provided to the other pursuant to this agreement and each of MIL and the Dealer confirm that they will each comply with their respective obligations under the Data Protection Legislation in force.

Each party requires that the other shares new Customer data with them on at least a monthly basis, or at the other’s request. For the purposes of clarity this should include, but not be limited to the data collected via each of the party’s websites (or stored in their databases or CRMs) namely: Salutation, First Name, Last Name, Address, Post Code, Country, Email, Phone Number(s), Lead Source.

27. ENTIRE AGREEMENT

• 27.1. This agreement constitutes the entire agreement between the Parties and supersedes all previous written and oral agreements, except as otherwise expressly stated.

• 27.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.

28. VARIATION

Any variation to the provisions of this Agreement shall not be effective unless in writing, and signed by the duly authorised persons or their authorised representatives from both Parties

29. ASSIGNMENT

• 29.1. The Dealer shall not assign or transfer (or attempt to assign or transfer) any or all of its rights and obligations under this agreement without the prior written consent of MIL to a third party. The Dealer is permitted to outsource its aftersales services, in accordance with the Aftersales Standards ( Schedule 5 ).

• 29.2. With written consent from MIL, if a Dealer transfers its rights and obligations regarding the distribution of New Cars to a third party, the Dealer may continue to offer MOKE Aftersales Services, on a separate service agreement. The right of the Dealer to assign monetary claims shall remain unaffected hereof.

• 29.3. The Dealer agrees to MIL transferring all of the rights and obligations arising out of this Agreement to any MIL affiliated companies.

• 29.4. MIL and the Dealer declare that they have the right and authority to deliver and to exercise their rights and perform their obligations under this agreement.

• 29.5. The Dealer operates the Dealership in its own name, on its own account and at its own risk. This Agreement does not entitle the Dealer to legally bind MIL, to any partnership, joint venture or agency, the Parties are independent contractors.

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30. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

31. SEVERANCE

• 31.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

• 31.2. If [one party gives notice to the other of the possibility that] any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

32. NOTICES

• 32.1. Any notice given to a party under or in connection with this contract shall be in writing and shall be:

• (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business or

• (b) sent by email to the most recent email address notified [or used] by the other party].

• 32.2. Any notice shall be deemed to have been received:

• (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

• (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

• 32.3. There shall be no deemed receipt of notices sent by email. However, for the avoidance of doubt, emails may be introduced as evidence in connection with any dispute, mediation or court proceedings arising out of this agreement, where they may be used to show that a notice has been received, in which case they shall be given such weight as may be appropriate after an examination of all the evidence, including acknowledgment and/or evidence of receipt.

• 32.4. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

33. FINAL PROVISIONS

• 33.1. This Agreement includes the following schedules:

Schedule 1 List of Trademark(s) Schedule 2 Dealer Profile Schedule 3 Location of Dealership Schedule 4 Sales Standards

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Schedule 5 Aftersales Standards Schedule 6 Conditions Precedent Schedule 7 Data Transfer Schedule 8 Data Processing

34. MISCELLANEOUS

• 34.1. A person who is not a party to this agreement shall not have any rights whether statutory or otherwise to enforce any term of this agreement.

• 34.2. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other.

• 34.3. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

• 34.4. This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

• 34.5. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

• 34.6. If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

• 34.7. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

• 34.8. Each party shall use all reasonable endeavours to procure that any necessary third party shall, execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.

• 34.9. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

• 34.10. This agreement is drafted in the English language. If this agreement is translated into any other language, the English language text shall prevail.

• 34.11. Any notice given under or in connection with this agreement shall be in the English language.

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Electronic signature using DocuSign technology

MOKE FRANCE SAS

Wouter Witvoet Signature Signature Wouter WITVOET Print Name Print Name MOKE International Limited Robin Kennedy Signature Signature Robin KENNEDY Print Name Print Name

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