401 Congress Ave Suite 1540, Austin Tx 78701 ph. 512.687.3433 fax 512.512.

9191

DEALERSHIP AGREEMENT

This Agreement dated the ___ day of _____________, 200__ by and between South Coast Auto (SCA), referred to as “
Manufacturer”, and _______________________________, referred to in this agreement as “Dealer”. Manufacturer and Dealer are
sometimes referred to jointly as the “Parties” and individually as a “Party”.

ARTICLE 1 - Legal Status of Manufacturer

Manufacturer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Texas
with corporate power to own property and carry on its business as it is now being conducted. Manufacturer has its principal office and
place of business at401 Congress Ave Suite 1540 Austin,Tx 78701.

ARTICLE 2 - Legal Status of Dealer

a. The Dealer is a company or corporation duly organized under the laws of the State or Province of _____________________, with
all necessary licensing of that State.
b. The Dealer holds a valid Sales Tax License number which is____________, of the State or Province of___________________. (A
copy of the valid Sales Tax License is to be attached to this agreement.)
c. The Dealer holds a valid Dealers License for the State and location of the Dealership, the license number of which is
_______________. (A copy of the valid Dealers License is to be attached to this agreement.)

ARTICLE 3 – Term

This Agreement shall commence on the date the last Party executes this Agreement (“Effective Date”) and shall continue in full force
and effect for one (1) year from the Effective Date (the date of which and the date of termination of any extended term shall be
referred to as the “Termination Date”). Unless and until either Party shall provide thirty (30) days written notice prior to the
Termination Date to the other Party of its intent not to extend such term, the term of this Agreement shall be automatically extended
for an additional one (1) year. Upon receipt of such notice, this Agreement terminate upon the Termination Date. Promptly upon
termination of this Agreement, Dealer shall immediately and forever thereafter cease to solicit orders or to represent in any manner
that Dealer is associated with Manufacturer. In addition, either Party shall have the right to terminate this Agreement for cause at any
time upon notice to the other party. “For cause” means a breach of a material provision of this Agreement, which is not cured within
15 days after the aggrieved Party notifies the other Party of the alleged breach.

ARTICLE 4 – Exclusive/Limited Trade Area

Dealer shall market and sell the Products only within the Territory. Dealer shall use its best efforts and resources to promote and sell
Products throughout the Territory, to the satisfaction of Manufacturer. Territory shall mean a geographic area consisting of:
_____No Protected areas other than what ________________ State Law applies.

ARTICLE 5 - Obligation of Manufacturer

Manufacturer agrees to sell to the Dealer any and all neighborhood electric vehicles produced by Manufacturer (“Products”).
Manufacturer shall in no event be liable to the Dealer for unavailability of or delay in shipment or receipt of merchandise due to
temporary product shortages, unavailability, order backlog, production difficulties, delays or unavailability of transportation due to
fire, strikes, work stoppages or other causes beyond the reasonable control of Manufacturer.

ARTICLE 6 – Obligation of Dealer

Dealer shall at all times during the term of this Agreement represent Manufacturer in a professional manner with respect to the
Products, customers, and accounts. Professional representation includes, but is not limited to Dealer’s continuing expertise in
understanding, merchandising, and selling various items within the product offering. Dealer shall: (a) establish and maintain an
effective sales force for resale of Products to customers throughout the Territory; (b) resell the Products with all Marks in the exact
form as applied to the Products by or on behalf of Manufacturer; and (c) use its best efforts to penetrate effectively the market and
achieve an appropriate share thereof for all lines of Products. Manufacturer shall set such periodic Product sales volume and
advertising goals and quotas that Dealer will use its best efforts to attain. The achievement of such goals is a material term of this
Agreement. Sales Volume: Minimum –zero -0 (SCA) vehicles in first 180 days of contract Minimum (5) (SCA) vehicles per 90 days
for the following years. If annual minimum sales volumes are not met, this contract will become null and void.

ARTICLE 7 - Dealer Purchases

All orders for Products shall be subject to acceptance by Manufacturer at either Austin, TX, or such alternate locations as
Manufacturer shall communicate to Dealer from time to time. After acceptance by Manufacturer, Dealer may not cancel any order
without Manufacturer’s prior written approval. Manufacturer may for any reason reject any order or any portion of an order, or
demand C.O.D. payment terms. From time to time, purchase orders on forms prepared by Dealer or customers may be used to order
Products and the forms may contain certain stipulations, conditions or agreements. It is expressly understood that none of such
stipulations, conditions or agreements shall be binding upon Manufacturer or its affiliates except to the extent expressly and separately
assumed by Manufacturer in writing, even though an order given on such form is confirmed, accepted or filled by Manufacturer in
writing and without exception to such terms. Dealer agrees that the current terms of sale pursuant to this Agreement and any changes
thereto by Manufacturer (subject to thirty [30] days advance written notice to Dealer) govern each purchase order. No Product may be
returned to Manufacturer without Manufacturer’s prior written approval and any such returns must be transportation prepaid and
Dealer’s risk. Manufacturer may dispose of any Product returned without prior approval. Dealer shall maintain an adequate stock and
representative selection of Products as may be necessary to: (a) support its dealer organization; (b) meet customer demand on a timely
basis; (c) demonstrate Products when practicable; and (d) otherwise develop and penetrate the market potential for all Products. Dealer
also shall maintain an inventory control system for parts and whole goods, including serial number data as appropriate, and Dealer
shall supply to Manufacturer, its sales and inventory data as requested by Manufacturer. The sales and inventory data includes data
related to all levels of the Dealer's chain, according to such system as Manufacturer may designate in order to assist Manufacturer in
its customer identification, production planning, and Dealer performance evaluation. Dealer shall purchase Products from
Manufacturer, pursuant to such terms, discounts, financing programs and conditions as Manufacturer and Dealer shall establish from
time to time, and the parties shall strictly adhere to the same. Dealer understand and agrees that Manufacturer reserves a security
interest on behalf of itself, its affiliates and any finance subsidiary, to any inventory of Products shipped to Dealer, and any related
proceeds or accounts receivable, regardless of the manner or terms of shipment, until Dealer makes full payment. Dealer agrees to
provide for or permit appropriate floor plan audits, and to execute such security agreements and financing statements, so as to create a
perfected security interest in the inventory sold by Manufacturer or any of its affiliates, and the related proceeds, as are customarily
used in Dealer's locale and as Manufacturer or its affiliates or any floor plan company requests. Furthermore, Manufacturer shall have
the right, with respect to any amounts due Manufacturer or its affiliates from Dealer, to offset any sums owed by Manufacturer or its
affiliates to Dealer against any funds of Dealer in the possession of Manufacturer or its affiliates. Unless otherwise agreed,
Manufacturer's obligation to effect shipment of the Products shall be fully discharged, and ownership, legal title, and all risk of loss or
damage shall pass to Dealer when the Products are delivered to a common or contract carrier and shipped by Manufacturer F.O.B.
point of origin, and including shipment in a vehicle owned or leased either by Manufacturer or its affiliates. In the event terms other
than cash are granted to Dealer (i.e., credit), payment terms shall be net thirty (30) days; finance charges shall be applied to past due
amounts of all accounts not paid in accordance with such terms shall at the maximum rate permitted by law, not to exceed 1% per
month (12% per annum). Upon extension of such credit, Dealer shall provide the Manufacturer with the following: a) Reference letter
from Dealer’s bank or Dealer’s current financial statement of business; or b) Credit references from three (3) current vendors.
Manufacturer may retain possession of any and all Product vehicle certificates of origination until such Product is paid in full.

ARTICLE 8 – Warranty and Service.

Manufacturer shall establish and administer a warranty program for Products and distribute service information to Dealer, as may be
appropriate to insure Dealer has adequate service capability for each Product. Manufacturer's applicable warranties are accepted by
Dealer in lieu of all other warranties from Manufacturer, express or implied, and shall be extended by Dealer to its Customers;
provided, however, that nothing in this Agreement shall prevent Dealer from offering or extending additional or more extensive
warranties to its Customers at its own expense, but in that event, Dealer shall hold Manufacturer harmless from any suits or expenses
related to the warranty submissions in connection with the additional or extended warranties. Manufacturer reserves the right to
change its warranty policies, or to eliminate the warranty as to one or more Products or lines of Products, at any time and at its sole
option, which change or elimination shall become effective immediately upon notice to Dealer by Manufacturer.

THE WRITTEN FACTORY WARRANTY OF MANUFACTURER SHALL BE ITS SOLE AND EXCLUSIVE WARRANTY
AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE.
MANUFACTURER NEITHER ASSUMES, NOR AUTHORIZES DEALER TO ASSUME FOR IT, ANY OTHER
OBLIGATIONS OR LIABILITY IN CONNECTION WITH THE PRODUCTS WITHOUT MANUFACTURER'S PRIOR
WRITTEN CONSENT. IN NO EVENT SHALL MANUFACTURER BE LIABLE FOR SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS OF DEALER OR ANY OF ITS CUSTOMERS.
 ARTICLE 9 – Relationship of Parties

This Agreement is not intended to create, and shall not be construed to create, an employment relationship, partnership, joint venture,
or other form of joint or shared enterprise between Manufacturer and Dealer. Neither Party is an employer or employee of the other.
Neither Party has any right, power, or authority to create any contract or obligation, either expressed or implied, on behalf of, in the
name of, or binding upon the other Party, or to pledge the Party’s credit, or to extend credit in the Party’s name unless specifically
authorized to do so in advance in writing.

ARTICLE 10 –Limited License

Dealer is hereby authorized and granted a limited license to sell Manufacturer’s products only as herein stated and in full compliance
by Dealer of all the provisions stated in this agreement. This limited license is to be considered (royalty free) and authorizes Dealer
limited use, as described herein, to Manufacturer’s trademarks (collectively referred to as the “Marks”) copyrighted and/or proprietary
materials including presentation of manufacturer’s products and product names and associated graphic logo designs.

ARTICLE 11 - Brochures, Documents, Marketing Aid

All brochures, documents, marketing aids and other items furnished by Manufacturer to Dealer shall at all times remain the property
of Manufacturer, which allows Dealer usage of said items only for the purpose of selling Manufacturer’s products and only during
such time as Dealer continues to be authorized by Manufacturer to sell its products.

ARTICLE 12 – Trademarks

Dealer acknowledges Manufacturer exclusive right, title, and interest in and to the Marks, and further acknowledges that nothing
contained herein shall give Dealer any right, title or interest in or to the Marks. Dealer will not at anytime challenge Manufacturer’s
ownership to the Mark, challenge the validity of the Marks or any registration thereof, or do so or cause to be done or omit to
anything; the doing, causing or omitting of which would contest or in any way impose or tend to impair any right, title or interest of
Manufacturer in or to the Marks. Dealer will not in any manner represent that it has any right, title or interest in or to the Marks, and
acknowledges that its use of the Mark, pertinent to this agreement, will not create any right, title or interest in or to the Marks.
“Marks” shall mean the Manufacturer trademarks, trade names and trade dress.

ARTICLE 13 – Confidential Information

The parties shall not at any time disclose to unaffiliated third parties any confidential information concerning the Products or the
business affairs of the other party which it may acquire in the course of its activities under this Agreement, including any confidential
information while using electronic commerce applications, and shall take reasonable precautions to prevent any such disclosure by any
of its agents, employees or officers, except as may be required by law. Confidential information shall include, but not be limited to,
trade secrets and other unpatentable information, and each party acknowledges that title to the aforesaid confidential information is
vested in, and the property of, the other party.

ARTICLE 14 – Indemnity

Each Party shall hold the other harmless from and against and shall indemnify and defend the other for any liability, loss, costs,
expenses, or damages, howsoever caused by reason of any injury (whether to body, property, or personal or business character or
reputation) sustained by any person or to any person or to property by reason of any act, neglect, default, or omission of a party or any
of its agents, employees, or other representatives, and said party shall pay all sums to be paid or discharged in case of an action or any
damages or injuries. If either Party is sued in any court for damages by reason of any of the acts of the other Party referred to in this
Section, such other Party shall defend said action (or cause same to be defended) at its own expense and shall pay and discharge any
judgment that may be rendered in any such action; if such other Party fails or neglects to so defend in said action, the Party sued may
defend the same and any expenses, including reasonable attorneys fees, which it may pay or incur in defending said action and the
amount of any judgment which it may be required to pay shall be promptly reimbursed upon demand. Nothing herein is intended to
nor shall relieve either Party from liability for its own act, omission or negligence.

ARTICLE 15 – Dealer’s Post-Termination Obligations

Upon termination of this Agreement, Dealer will: (1) promptly remove from the Dealer’s premises all signs and displays containing
any of the Marks; (2) pay all amounts due and owing to Manufacturer within five (5) days following termination; (3) return to
Manufacturer or, at Manufacturer’s option, destroy all advertising and point of purchase display and other sales materials and
packaging containing any of Manufacturer’s Marks, together with all materials containing any confidential or proprietary information;
(4) offer to sell to Manufacturer at Dealer’s actual cost (including freight) Dealer’s inventory of Manufacturer Products (Manufacturer
will have ten (10) days to accept such offer and Dealer will have sixty (60) days to complete such sale); and (5) not thereafter identify
the Dealer’s premises as a current or former dealership associated with or related to Manufacturer. If Dealer fails to remove all signs
and other materials bearing the Marks, Manufacturer may do so at Dealer’s expense.

ARTICLE 16 – Arbitration of Disputes

THE PARTIES SHALL SUBMIT ANY AND ALL DISPUTES CONCERNING THE INTERPRETATION OR THE
ENFORCEMENT OF RIGHTS AND DUTIES UNDER THIS AGREEMENT TO FINAL AND BINDING ARBITRATION
PURSUANT TO THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT AS OF THE
COMMENCEMENT DATE OF THE ARBITRATION. BY SIGNING THIS AGREEMENT, THE PARTIES KNOWINGLY AND
VOLUNTARILY WAIVE THEIR RIGHT TO A JURY TRIAL. ARBITRATION SHALL BE CONDUCTED IN MINNEAPOLIS,
MINNESOTA BY A NEUTRAL ARBITRATOR SELECTED IN ACCORDANCE WITH THE COMMERCIAL RULES OF THE
AMERICAN ARBITRATION ASSOCIATION IN EFFECT AS OF THE COMMENCEMENT DATE OF THE ARBITRATION. THE
ARBITRATOR MAY AWARD DAMAGES, INTEREST, ATTORNEYS’ FEES AND LITIGATION COSTS, AND/OR
PERMANENT INJUNCTIVE RELIEF OR PUNITIVE OR EXEMPLARY DAMAGES AS APPROPRIATE. THE PREVAILING
PARTY, AS DETERMINED BY THE ARBITRATOR, SHALL BE ENTITLED TO RECOVER ALL OF ITS REASONABLE
LITIGATION FEES AND COSTS. NOTWITHSTANDING THE FOREGOING, A PARTY MAY APPLY TO A COURT OF
COMPETENT JURISDICTION FOR RELIEF IN THE FORM OF A TEMPORARY RESTRAINING ORDER, PRELIMINARY
INJUNCTION, SPECIFIC PERFORMANCE, OR OTHER PROVISIONAL REMEDY PENDING FINAL DETERMINATION OF A
CLAIM THROUGH ARBITRATION IN ACCORDANCE WITH THIS PARAGRAPH. IF PROPER NOTICE OF ANY HEARING
HAS BEEN GIVEN, THE ARBITRATOR WILL HAVE FULL POWER TO PROCEED TO TAKE EVIDENCE OR TO PERFORM
ANY OTHER ACTS NECESSARY TO ARBITRATE THE MATTER IN THE ABSENCE OF ANY PARTY WHO FAILS TO
APPEAR. NOTWITHSTANDING THE FOREGOING, THE ARBITRATOR MAY CONSTRUE OR INTERPRET, BUT SHALL
NOT IGNORE THE TERMS OF THIS AGREEMENT AND SHALL BE BOUND BY TEXAS SUBSTANTIVE LAW. THE
ARBITRATION DECISION SHALL INCLUDE WRITTEN FINDINGS OF FACT AND CONCLUSIONS OF LAW.

Notwithstanding the foregoing, Dealer recognizes its failure to comply with the terms of this Agreement could cause irreparable
damage to Manufacturer and/or to some or all other dealers of Manufacturer’s products. Therefore, if Dealer breaches or threatens to
breach any of the terms of this Agreement, Manufacturer will be entitled to an injunction restraining such breach and/or a decree of
specific performance, without showing or proving any actual damage, together with recovery of reasonable attorneys’ fees and other
costs incurred in obtaining such equitable relief, until such time as a final and binding determination is made by the arbitrators. In
addition, the following disputes will not be subject to arbitration: (1) any dispute involving the Marks; and (2) any dispute involving
monies owed by Dealer to Manufacturer.

ARTICLE 17 – Notices

Any and all notices, demands, requests, or other communications required or permitted by this Agreement or by law to be served on or
given to either Party hereto by the other Party hereto must be in writing and will be deemed duly served and effective when personally
delivered to the Party to whom it is directed, or in lieu of such personal service, seventy-two (72) hours after having been deposited in
the United States mail postage prepaid, registered or certified, return receipt requested, or by Federal Express or other overnight
courier service, and addressed to the addressee at the primary office set forth in this Agreement. Any Party may change its address for
the purpose of this Section by giving written notice of such change to the other Party in the manner provided in this Section.

ARTICLE 18 – Place of Contracting, and Choice of Law

Should any action be brought to enforce the terms of this Agreement, the courts of the State of Texas will have sole jurisdiction over
any such disputes or litigation. The Parties also agree that this Agreement was made and entered into in Travis County, Texas, and that
any breach of this Agreement will be deemed to have occurred in Travis County, Texas. This Agreement will be governed by and
construed under the laws of the State of Texas,, irrespective of such state’s choice-of-law principles.

ARTICLE 19 – Attorneys’ Fees

Should any action, arbitration, or proceeding be commenced to enforce the terms of this Agreement or declare rights hereunder, the
prevailing party in any such action, arbitration, trial or appeal thereon, will be entitled to its reasonable attorneys’ fees and litigation or
arbitration costs to be paid by the losing party as fixed by the court or arbitrator in the same or a separate suit or arbitration, and
whether or not such action is pursued to decision or judgment.

ARTICLE 20 – Time is of the Essence

The Parties expressly agree that the time is of the essence in the performance of each and every term of this Agreement.

ARTICLE 21 – Severability
The invalidity of any provision of this Agreement as determined by a court of competent jurisdiction will in no way affect the validity
of any other provision of this Agreement.

ARTICLE 22 –Assignment

Dealer may not assign or transfer this Agreement without the consent of the Manufacturer, such consent not to be unreasonably
withheld. Sale of a controlling interest in Dealer shall constitute an assignment pursuant to this Agreement requiring consent of the
Manufacturer. Manufacturer may assign this Agreement upon notice to Dealer.

ARTICLE 23 – Construction

The Parties agree that each Party has received and reviewed this Agreement and had the opportunity to review this Agreement with
their respective legal counsel or advisor.

ARTICLE 24 – Franchise Fees

Franchise fees are to be paid directly to South Coast Auto which is non-refundable.

ARTICLE 25 – Entire Agreement

This Agreement, including those documents incorporated herein by reference, embodies the entire agreement and understanding by
and between the Parties hereto, relating to the subject matter hereof. All prior and concurrent negotiations, agreements, and
understandings, oral or written, including, without limitation, any prior sales representative agreement entered into by and between the
Parties, are hereby revoked, cancelled, and rescinded, and are all merged herein and superseded hereby. No oral modifications, express
or implied, may alter or vary the terms of this Agreement, including the provisions of this Section. No shareholder, director, officer,
consultant or other employee of Manufacturer is authorized to alter or vary the terms of this Agreement except by written agreement
authorized by the Board of Managers of the Manufacturer. Any representations contrary to this Agreement, express or implied, written
or oral, are hereby disclaimed.

MANUFACTURER DEALER
South Coast Auto __________________________________________
401 Congres Avenue – Suite 1540 Dealer Name
Austin, TX 78701 __________________________________________
Ph 512.687.3433 Address
Fax 512.519.9191 __________________________________________
By:_____________________________________ Address
Darby Kyle __________________________________________
City, State, Zip

By:_______________________________________

_______________________________________
(Print name)
_______________________________________
Title