Memorandum of Understanding (MOU) Between Ashok Leyland Ltd and United Motors, The MOU is entered signed on day 1* of Dec 2023 Ashok Leyland Ltd with its registered office at No.1, Sardar Patel Road, Guindy, Chennai 600032 (the “AL’) which expression shall unless it be repugnant to the context mean and include its successors in office and assigns of the one part. and United Motors Grupo Haina, a company duly organized and existing under the laws of Dominic Republic, having its principal office at No. 35 Winston Churchill Avenue, La Julia Area, Santo Domingo, National District, Dominican Republic (""). which expression shall unless itis repugnant to the context mean and include its successors in office and permitted assigns of the other part. 1. Declaration The present document is declarative and includes basic principles and conditions for setting-up the long term as a nonexclusive distributor that United Motors Grupo Haina will be appointed in Dominican Republic between Parties and is not intended to bind the Parties or create any binding obligations between the Parties except for Clause 4, 5, 8.5 & 8.6 of this MOU, . “AL’ and ™” individually called as “Party” and collectively called as “Parties” 2. Purpose Both AL and United Motors Grupo Haina have principally agreed to explore strategic distributor approach for developing business of commercial vehicles in Dominican Republic countries mutually agreed. Parties have met in India on August 4" 2023 to kick start the identification process of proposed business as a distributor, Parties identified key areas of co-operation taking in to consideration the strengths of each Party ‘This Memorandum of Understanding serves as guiding document for collaborating in to advance preparation and successful establishment of a possible co-operation between AL & United Motors Grupo Haina Both companies discussed and agreed following key areas to explore business co-operation on a non-exclusive basis: Loi lutorship of AL Products by United Motors Grupo Hi ‘aGroup in Dominican Republic To work on above identified areas of co-operation, a matrix covering key milestones matrix is proposed as per below table. Parties shall use this matrix for working on these identified key areas of co-operation Step | Action item Target Date ( Tentative) 1 Identification of Products for 1* Lot2 Homologation 3 Product performance and market testing for identified products 4 Projected volume for 1* Year of Operations. 6 35 Facility location identification and set up plan. _| 7 Timeline for Infrastructure, Manpower plan 9 Distributor Agreement signoff Both AL and team shall work jointly to complete these milestones in the period of Six (06) months. Both teams shall work closely and release milestone wise progress report on monthly basis. 3. Expenses/Costs Unless otherwise directed by this MOU, each of the Parties is to be solely liable for its costs and expenses, ‘made during the Term. 4, Information exchange: During the parties ussion on the project Parties shall refrain from sharing confidential information third 5.Confidentiality: Parties are bounded by the “duty of confidentiality “, that it will not share any confidential information relating to but not limited to vehicles, pricing, commercials, intellectual property rights or any other information and about this MOU to any other party,, except with the prior written consent of other Party its agreed by the other party in writing and signed from the authorized person, For the purpose of sharing Technical/Commercial or any other information to meet the purpose of the MOU, Aland United Motors Grupo Haina had entered into a Confidentiality Agreement 6. Payment terms : ‘The Parties will discuss and agree with each other regarding fixation of price of CBU/SKD units and other components which will be recorded in writing through 2 definite agreement. 7. Term & termination This MOU shall come into effect on the date of execution hereof and remain valid for a period of twelve (12) months thereafter unless it is terminated on the first occurrence of any of the following events: oT7.1 Upon the execution by the Parties of a definitive agreement. 7.2 By elther Party giving one (1) months’ notice in writing to the other of its intention to terminate this MOU prior to its expiry date. 7.3 Consequences of termination: 7.3.1Parties shall return all the goods, proprietary materials which are in its possession of the other Party; 7.3.2 Parties shall stop representing itself on behalf of the other Party. 7.3.3 Parties shall not be entitled for any compensation for the costs and expenses incurred to carry out the obligations agreed in this MOU. 8. General: 8.1 The MOU contains the entire understanding of the parties. The MOU may not be amended except when | the same is in writing, signed and stamped by Parties. 8.2 Parties shall contribute its delegated expertise to the cooperation. The Parties shall dedicate such time and effort to the formation and operation of the cooperation agreements as is reasonably necessary to secure a solid platform for growth and mutual benefits 8,3, This MOU does not constitute a duty or binding obligation to continue any further cooperation with the other Party. In particular, each Party shall not be obliged to conclude any development, production or other contracts with the other Party after verifying possibilities for cooperation. The engagement under this MOU shall never be deemed to imply; (i) the transfer of property, ownership o limited rights in or to any Confidential Information, or; (i) any obligation to cooperate (either exclusively or non-exclusively) in any present or future project, as such cooperation shall be subject to separate agreement to be mutually agreed by the Parties. 8.4, That tll the time of execution of a separate definitive agreement this MOU is executed on non-exclusive basis and the parties to this MOU shall be free to enter such type of MOU with other parties for advance maximization of benefits. The parties to this MOU agree and confirm that there is no money exposure to this, MOU. This MoU is without recourse and does not create any liabilty/obligation on either Party. 8.5. In case of any dispute arising under this MOU, the dispute shall be resolved amicably between the Parties. In case Parties fail to achieve any consensus, in order to resolve the dispute, such a dispute shall be referred before the London Court of International Arbitration in accordance with the rules of the London Court of International Arbitration in effect at the time of the filing of the demand for arbitration. Parties agree to implement the substantial laws of England and Wales to solve disputes arising out of this MOU. The place of sitting of the arbitration tribunal is the city of London. The language of arbitration is English. The arbitration tribunal shall consist of a sole arbitrator to be mutually appointed by the Parties or failing agreement upon request by either Party by the President for the time being of the London Court of International Arbitration 8.6 If, however, the Parties wish to enter into 2 definitive obligation, the Parties may enter into @ development, production or other contract with definitive binding obligations as may be agreed upon between the Parties.8,7. This MOU is on a principal-to-principal basis between the Parties hereto. Nothing contained in this MOU. shall be construed or deemed to create any association, partnership, or joint venture or employ@ys@Mtpl6yee,, relationship or principal-agent relationship in any manner whatsoever between the Partiey/ D For Ashok Leyland Ltd. SRN iB For United Motors Grupo Haina é 132-092 Signature Signature Name and Designation Name and Designation yaw Youes 0102 Witness: