ROYALTY AGREEMENT

This ROYALTY AGREEMENT (herein known as the “Agreement”) is made and entered
into as of the __ day of ____, 2022 (Effective Date) by and between:

General Motors Company, duly incorporated, organized, and registered under the laws
of The United States of America, with its principal place of business at GM Renaissance Center,
Detroit, Michigan, U.S., and engaged in the business of the Automotive Industry (herein referred
to as the “GM”);
-and-
The Covenant Car Company, Inc., Chevrolet-Philippines, and having an address at
5/F ALCO Building, 391 Senator Gil Puyat Ave., Brgy. Bel-Air, Makati City (“TCCCI”, which term
shall include all Affiliates, as hereinafter defined).

WITNESSETH:
Whereas, the GM owns and holds the rights to grant an interest in the use of letters,
trademarks, and signages (“Property”) of Chevrolet, the TCCCI has expressed an interest to
make use of the Grantor’s letters, trademarks, and signages of Chevrolet in the Philippines for a
period of _____________ by paying a portion of TCCCI’s profits as royalty for the property;
Whereas, the GM and TCCCI wish to enter into this AGREEMENT;
NOW, THEREFORE, in consideration of the various promises and undertakings set forth
therein, the Parties agree as follows:
ARTICLE 1 – DEFINITIONS
As used therein, the following capitalized terms shall have the following meanings:
1.1 “Affiliate”, with respect to any Party, shall mean any person or entity controlling, controlled
by, or under common control with such Party. For these purposes, “control” shall refer to
(i) the possession, directly or indirectly, of the power to direct the management or policies of
a person or entity, whether through the ownership of voting securities, by contract or
otherwise or (ii) the ownership, directly or indirectly, of at least 50% of the voting securities
or other ownership interest of a person or entity.

1.2 “Marks” shall mean various trademarks, service marks, names and designs used by General
Motors Company and its subsidiaries and affiliates, which may be used by the Grantee in
the course of its business.

1.3 “Effective Date” shall mean the date first written above.

1.4 “Parties” shall mean GM and TCCCI collectively and each individually a “Party” to this
Agreement.
1.5 “GM” shall mean the General Motors Entity, which is a subsidiary or affiliate of General
Motors Company.

1.6 “General Motors” shall refer to General Motors Company and its subsidiaries and affiliates
which do business as part of the General Motors group.

1.7 “Territory” shall mean the Philippines.