‘G) ASHOK LEYLAND DR Ref: AL/Dominican Republic/Oct 23/01 Date: 12.12.2023 To United Motors Grupo Haina No. 35 Winston Churchill Avenue, La Julia Area, Santo Domingo, National District Dominican Republic (hereinafter referred to as “You' or “Distributor’) Dear Sir, SUB: LETTER OF INTENT (LOI) for the Proposed Ashok Leyland (AL) Distributorship: We refer to your application and further discussions you had with us for distributorship of Ashok Leyland Vehicles (defined as “Products"). We also thank you for your keenness to engage with us in the proposed Dealership and we are pleased to consider your application for Distributorship of Ashok Leyland on provisional basis. In no event shall this letter be considered to be a grant of Distributorship to you and you shall not be entitled to represent yourself as a Distributor of Ashok Leyland unless and until we have entered into a Distributorship Sales and Service Agreement. This is only a letter of intent to engage you as our Distributor and not a Distributorship appointment agreement. LOI Phase / Period: From 01 Dec 2023 To 30 Jun 2023 Territory of Operation: Country Districts Dominican Allthe geographical territory of districts Reput provinces Itis expressly agreed hereto that Distributor shall sell AL Products only within the above- mentioned Territory and it is expressly agreed and acknowledged by Distributor that they will not sell AL products beyond the geographical Territory referred in this LOI. i ia SS() ASHOK LEYLAND De Provided that in the event that there are any sanctions (whether by the United Nations or any other similar international body or Republic of india or the United States of America) whether under OFAC or any other sanction laws or domestic or international treaties, you shall not be entitled to sell AL products without the express prior written consent of AL. Product Range: AL Product range of Bus, Light Commercial vehicles, Trucks and Generators. Scope: Vehicle Sales on outright Purchase basis. ESTIMATE: At present we aim to achieve a non-binding estimate of sale of Vehicles during this LO! phase. We propose to enter into a Distributorship Sales and Service Agreement (‘DSSA’) as may be finalized between us before the end term of the (provisional) LO! period, subject to inter alia (i) achieving the test result and the success during this LOI period in terms of Consumer acceptance, (i) there is no prohibition or restriction under any applicable law which includes international treaties or by the United Nations or by the Republic of India, (il) we consider it to proceed with such appoint in our sole discretion to do so , etc . We may decide on the detailed terms of the Distributorship such as Outlets/Service Bays measuring success of Distributor in the LOI phase. TERMS AND CONDITIONS: This LOI for Distributorship is subject to the following terms and conditions: 4. INTRODUCTION: i. A separate non-binding operational framework may be entered with the regional team that will guide the proposed Distributorship on operational targets and business performance, upon readiness of your set up for display of vehicles of Ashok Leyland. AL may enter into definitive DSSA with Distributor after considering the success of this co-operation and provide for the detailed terms & conditions, manpower, equipment, in the proposed DSSA. The obligations of Parties under the present LO! shall not be treated as conclusive, binding and enforceable; unless and until (i) the proposed sale of AL Products as envisaged hereunder, is achieved, (ii) there s Customer appreciation, (ii) the parties meet all the obligations and requisitions / x) ASHOK LEYLAND Dr COT milestones within the time lines, or such extended time-lines as may be mutually agreed upon, as specified above, (iv) AL in its sole discretion decides to appoint Distributor as its Distributor for the Territory, (v) there is no prohibition or restriction under any applicable law which includes international treaties or by the United Nations or by the Republic of India, and (vi) the detail terms and conditions of the proposed DSSA, are finally agreed between both the parties within a period defined in LOI or any extensions thereof subject to mutual consent of both the parties. During the provisional LOI the parties shall co-operate on a non-exclusive basis. This LO! shall be on non-exclusive basis and AL shall be free to engage with other customers (Retail/Private sector/Govt. sector) independently. 2. PREMISES AND EQUIPMENT: Once AL is satisfied with the performance of Distributor after assessing the success during this provisional LOI phase and subject to such other aspects or matters as mentioned in this Lol, the terms and conditions of the said Distributorship shall contain the contours of the following aspects for determination. For the purpose of promoting the sale of AL Products and providing service to the customers, you will commission and maintain cutlets) at the location(s) approved by us in the Territory at your own cost and expense. You will provide the following at the above location(s): Sales office Customer reception areas General office Workshop with Reconditioning facilities Facilities for stocking and selling of parts Vehicle parking area Area for expansi ‘And any other requirement as called for by AL. Our Regional team will assist you in identifying the required Special Maintenance tools & Leyparts® stock levels. The guidelines given in our ‘Corporate Guide’ and ‘Distributors Manual’ should strictly be followed in establishing the outlets. If proposed, we shall provide the following for your guidance: © Bay layout plans © List of Special Maintenance tools © List of Garage tools & equipment ‘You may also be required to open such other outlets as may be desired in future. yt© cs ae aA e Ss) DCO You will inform us and take our approval well in advance before commissioning of the workshop. Our Customer Connect representative will be visiting your site and inspect the premises. You shall be entitled to commence the workshop only if the workshop as build by you has been approved by us in writing. In respect of training required for ‘employees of Distributor for AL products training will be provided by AL at India and AL shall bear the cost of the training executive and also the content. Distributor bears the transport cost TO and FRO India or place of training. You will also follow the systems and processes established by us from time to time and shall share all the data as and when required by AL. At any point of time, you will not disclose or share the data provided by us or in respect of any sales of AL products to any third party. 3. SPARE PARTS: ASHOK LEYLAND manufactures and sells through its authorized network the original spare parts required for its vehicles and Engines under the brand name Leyparts® which is registered trademark owned by ASHOK LEYLAND. The primary objective of the Distributor with respect to spares shall be promotion and use of Leyparts® and improve the market share. In order to maximize the sale of Leyparts®, you will stock Leyparts® in proportion to sales volume of different vehicle models and maintain the stock level as prescribed by us from time to time, You will use only original Leyparts® for repair and/or replacement in your workshop and will also provide a separate Parts Sales counter for retail sale of Leyparts®. In areas where you do not have any of your own branches, it is essential for you to make Leyparts® available through your own retailers. You will also take effective steps in promoting, adequate stocking and selling of Leyparts® for New models which are introduced by Ashok Leyland from time to time. You shall undertake not to purchase, sell, deliver or cause to be purchased, sold or delivered any spare parts other than genuine Leyparts®; further you shall not suggest or recommend any counterfeit spare parts to any of its customers/clients for Leyparts® products. You will also assist us in conducting searches to identify the retailers selling non-genuine parts in Leyparts® name, in your territory. AL will provide the Leyparts® with competitive price. 4. PERSONNEL: In accordance with standards established by us, you will employ the personnel to meet the obligations of the proposed Distributorship and they should undergo the training courses as recommended by us. You may be requested to depute your personnel for vl(G" yA) [s ae ade] No Dream Too Far training courses from time to time, as prescribed by us. The personnel engaged by you shall always be on your rolls and Distributor shall pay them their salaries and other benefits as per applicable labour legistations 6. RESTRICTION ON SALE: Itis a condition of this LOI that Distributor undertakes that it will not sell any AL products to any institution, company or other legal entity or any person (i) who is listed or designated (or is to be treated as listed or designated) pursuant to any sanctions law; 0r (ii) to whom itis prohibited for Distributor or any ofits affiliates or any entity in common, control with AL to sell product and/or with whom dealings are restricted; (ili) to whom Distributor reasonably considers will result in an adverse impact upon its reputation or risk of exposure in any jurisdiction arising out of or relating to any sanctions; or (iv) to such party as AL may direct. Any such actions will be treated as a fundamental breach and shall lead to immediate termination of this LOI. 6. OTHER RESTRICTIONS AND SUPPLY CONDITIONS: i. Distributor agrees and undertakes that it shall supply AL Products only for only non-military purposes in the above-mentioned Territory with an end user covenant with the Importer not to resale to Sanctioned Territory or SDN party; ji, Distributor agrees that the in-sale terms to any customer it shall obtain an undertaking from the customer to the effect that the supply is only of AL Products that are used for non-military purposes and in no event, it is a sale of arms or related material. ili, AL shall not be obligated to supply, sell and/or deliver any of its Products if it ‘comes to its knowledge that AL Product is supplied / sold in any sanctioned territory. For every proposed sale to Customer, Distributor shall intimate AL well in advance and require AL to comply with any Office of Foreign Asset Control (OFAC) or Export Control Organization (ECO) approvals, as may be required by AL and it shall be the obligation of Distributor for these transactions and subject to necessary confirmations to raise Purchase Order (PO) only upon receipt of express consent from AL; v. For such Customer whose sale required OFAC / ECO approvals it shall be responsibilty of Distributor to submit complete Know Your Customer (KYC) details of the Customer along with Tenders or Notifications as may be applicable; xovi vil xi. xii, xii Cae Distributor hereby understands and agrees that every PO issued by them shall be subject to acceptance of Al. and prices as may be mutually agreed on order to order basis. It shall be the obligation of Distributor to first place a non-binding Request for Order (RFO) mentioning the details of the Customer whom the sale is contemplated, and the quantity of AL products required. AL shall subject to due diligence of the Customer send the proforma Invoice to Distributor, and ‘only based on said proforma invoice Distributor shall place the PO on AL.Distributor shall procure and provide all such information and documents ‘as may required by AL in relation to such proposed Customer. Distributor shall not sell to any other Importer / Party, than the party for whom the sale is contemplated and declared in the said RFO, Distributor hereby understands that Time is not the essence for supply of AL products and the PO shall be subject to confirmation til it is accepted by AL to its fullest satisfaction, It shall be the responsibility of Distibutor to obtain a declaration from Customer that the final usage of the vehicles sold is only for civilian purpose and that the vehicle supplied will not be converted into a military vehicle directly or indirectly by the Importer / Customer. Distributor shall obtain and furnish End User Confirmation, Distributor shall not place any order or RFO on AL to deliver Products, where Distributor knows that their intended use is for military purposes. Distributor shall confirm and comply with all laws, regulations and terms and conditions contained in the order of the respective parties and shall be solely and absolutely responsible to ensure that the order or RFO for any Vehicles ‘or Parts confirms to all conditions of supply including any controls, legal conditions and compliance with laws and regulations, general conditions of supply, and shall indemnify AL and save it absolutely harmless of any such hon-conformity or non-compliances, as Distributor shall be the primary ‘supplier and obligor for such deliveries to the Parties and AL would have no privity of contract with such customers other than supply of the Vehicles and Parts to Distributor as per its requisition or order or RFO. Distributor shall also ensure that all certifications and regulatory obligations are fully complied with and also provide the Customer all after sales supply and services related to the order Vehicles or Parts in terms of the orders placed on it by the respective Customers as per the warranty conditions and the supply obligations and shall indemnify and save AL harmless of any i X ) yale) aude Na] wv) ASHOK LEYLAND Deg failure to perform as per the conditions agreed between Distributor and the respective customer. xiv. Distributor shall not undertake any terms and conditions with any Customer, which may not be offered by AL to Distributor in terms of its standard warranty conditions for the Vehicles and Parts. 7. RESPONSIBILITIES: 1. You will promote vigorously the sale of AL Products and shall endeavor to sell the quantity of vehicles/ Leyparts® as mutually agreed upon within the assigned territory of Territory and within a mutually specified period and only to such customers who are approved expressly in writing by AL. 2. You will assist Ashok Leyland to promote its brand and good will in the assigned territory of Territory on mutually agreed terms and conditions. 3. You will install and maintain tools, machinery and equipment as prescribed by us to meet the servicing requirements of the customers. 4. You will deploy prescribed resources like manpower, infrastructure, etc, and operate a quality service (maintenance &repair) organization 5. You will make available body repair and paint service as reasonably required by our customers. 6. You will take necessary steps to ensure that all the modifications on our products are carried out as informed by us from time to time. 7. You will ensure that pre-delivery inspection; free services and conditioning of the vehicles are performed as detailed in our service folder. 8. You will be placed under an obligation to perform pre-delivery inspection and conditioning of the vehicles sold by you. 9. Your premises shall at all times be of such appearance, layout and size as will meet the standards established by us and will enable you to fulfil your sales and service responsibilities. 10. You shall adhere to all applicable local laws and regulations. including but not limited to: Sales Tax, Customs and Excise Act of Ter under the Act. b. Sales Tax Rules on Vehicles. ¢. BTC Code and Classification. d. Maintain monthly sales tax return for vehicles, duly filled in the forms issues by the Regional Revenue and Customs Office (RRCO). e. Maintain Purchase details of vehicles, duly filled in the forms provided by the RRCO. f. Sale details for vehicles in the form provided by the RRCO. 9g. Value Added Tax (VAT). 11.You shall not indulge in any illegal or fraudulent activities in fulfiling your ws ry and Regulations issued‘) ASHOK LEYLAND One immediately to AL without retaining any copy with you and shall stop using any of the AL's Logos or marks with immediate effect, 9. TERMS OF SUPPLY AND DELIVERY ‘Supply of Trucks, LCVs, buses and generators shall be mutually agreed between the Parties from time to time. 10. (INCO TERMS) Supply condition will be on Incoterms 2010 FOB India 14, PAYMENT TERMS: 100% advance payment against Performa invoice issued. 12. ALLOTMENT OF CHASSIS: Chassis will be allotted to you either from any of our Plants or from Regional Sales Offices as per your requirements, subject to availability, 13, DIRECT SALES: ‘AL reserves the right to make Direct Sales of AL Products to any Purchaser within your Territory without being under any liability or obligation to pay any amount to you upon such sales. We may call upon you to refrain from canvassing or negotiating any sale where we prefer to handle such sale. AL may call upon the Distributor to participate in any government tender as partner of AL subject to such terms and conditions as mutually agreed between the Parties. 14, STOCK DETAILS: You are required to forward to our Area Manager / Regional Manager per return your estimate of model-wise sales of chassis, indicating the complete specifications for the next three months, on a rolling plan basis. This tentative target received from ASM wil not be final order. 15. GENERAL: You shall safeguard our interest and shall not act to the detriment of our business. You shall follow our instructions on sale of our products, You will be bound to indemnify us and keep us indemnified against all losses, damages, costs and expenses that we may be put to suffer by reason of your committing breach of any of the terms and conditions of this letter of intent either by acting contrary to the provision thereof or in violation of our sales policy and procedure so intimated to you. 16.POLICIES AND PROCEDURES: You will implement the policies and procedures that may be communicated to you from time to time on various subjects. You will also send in reports such as© eee kaw] DRO monthly/quarterly/half yearly/annual etc. as may be asked from time to time. 17.NON-BINDING This LOI is without recourse and does not create any liability/obligation on Ashok Leyland Limited. Distributor undertakes that it shall not lodge any claim against Ashok Leyland for any assurances or representations or any breach of any of the terms on any account whatsoever unless a definitive commercial agreement is executed between Ashok Leyland and Distributor, 18, PRINCIPAL TO PRINCIPAL BASIS You agree that Ashok Leyland’s engagement with you shall be as independent contractors. This LOI is not intended to constitute or create a joint venture or partnership or principal and agency and the rights and obligations of the Parties shall not be construed, as providing for any sharing of profits or losses or any engagement or agreement for commercial gain or employment. Any terms of definitive engagement shall be solely based on mutually agreed commercial terms and conditions, which may be agreed between the Parties by a separate and legally binding definitive commercial contract 19. ANTI CORRUPTION LAWS You shall comply with laws applicable in India and shall conduct itself in an ethical manner and shall not indulge in any illegal or unlawful or unethical practices or indulge in any act or omission which in any way impact on the reputation or goodwill of AL. In carrying out its responsibilities under this LO! you represent: i. that you have not paid, offered, promised to pay or authorized and will not pay, offer, promise to pay, or authorize the payment directly or indirectly of any monies or anything of value to any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision or inducing or rewarding any action by the party in any commercial transaction or in any governmental matter or securing any improper advantage in obtaining or retaining business or directing business to any person. ji, that you have not made and will not make, either directly or indirectly, any improper payments. ll, That you have not made and will not make any facilitating payment. iv, That you shall promptly disclose to AL, together with all pertinent facts any violation, or alleged violation of this clause in connection with the performance of this LOI and indemnify AL for any violations hereof. Ys© ASHOK LEYLAND Dee V. expressly undertakes and shall ensure that neither you nor your employees or other persons or parties commissioned by it commit prohibited acts or incite third parties to commit such acts or aid and abet them in doing so. 20. SANCTION REPRESENTATION You unequivocally and unconditionally agree that this LO! shall not be used to obtain any financial facility or accommodation from any bank or financial institution or for creating any liability on behalf of Ashok Leyland for any such purpose. You shall not accept any monies from any Customer or receive any cash on the basis of this LOI. In case of any breach of any covenants of this LOI, you shall indemnify and hold harmless Ashok Leyland including any legal costs and expenses. This LOI has been issued from India and shall be interpreted in accordance with the laws of India. Any disputes arising hereunder, which cannot be amicably resolved by the Parties, shall be subject to the exclusive jurisdiction of the Courts of Chennai, India 24.CONFIDENTIALITY You agree that you shall keep confidential any and all information, disclosures including the terms of this LOI and shall disclose only to the extent as may be required under law and use of all confidentialiproprietary information, which shall be provided by Ashok Leyland in connection with this LOI, shall be used solely for the intended purpose. 22. TERMINATION: 1. The LOI will be automatically invalid should Ashok Leyland observe that the conditions prescribed in the LOI are not complied by the Distributorship at the end of the LOI period. 2. In the event of breach by you of the clause pertaining to Anti-Corruption laws, AL. shall be entitled to terminate the LOI by a notice of thirty days. 3. Notwithstanding anything contained in this LOI, AL shall be entitled to terminate this LOI without assigning any reason, by a notice of thirty days. 4, Unless, the Term of this LOI is extended, this LOI shall automatically stand terminated on the lapse of the Period mentioned in this LOL 23.GOVERNING LAW: This LOI shall in all respect shall be governed by and constructed in accordance with the Laws of India 24, DISPUTE RESOLUTION: All disputes shall be settled by arbitration before a sole arbitrator to be appointed jointly by the parties. The arbitration shall be conducted in accordance with provisions of the (indian) arbitration and conciliation clause act, 1996. The arbitration shall be conducted in English language and the arbitration proceedings shall be held in Chennai, India. — atASHOK LEYLAND NCL ACCEPTANCE: You are requested to sign affixing rubber stamp of your firm and return the duplicate copy of this letter in token of your having accepted the terms and conditions. We welcome you to the family of Ashok Leyland with this letter of intent and we assure you of our best attention at all times. Yours faithfully, For ASHOK LEYLAND LIMITED Head - International Operations & Business Development ‘We have gone through the terms and conditions of this LOI and agree to abide by the same. For United Motors, Grupo Haina at _ (AUTHORISEDYSIGNATORY) Date: IY Oc Ot Enol: alase ASHOK LEYLAND ee ren ANNEXURE 1 Performance Targets Year Year2 Total Vehicle Sales 100 250 Spare Parts 2% of order Value Network 1 outlets 2 Outlets ‘Customer KYC Customer KYC to be submitted every Month to Regional office 1. Name of the customer 2. Customer Address Proof 3. Declaration from Customer that itis used for Civilian purpose only: 4. Declaration from Customer that Customer is not in the san