Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (“NDA”) is entered into by Slate Automotive, LLC, a Delaware corporation with offices at 2716 Daley Drive, Troy, MI 48083 (“Company”), and the company identified in the electronic records filled at the time of acceptance of this NDA (“Counterparty”) as of the date electronically signed by the Counterparty (the “Effective Date”). Both Company and Counterparty are individually referred to herein as a “Party” and collectively as the “Parties.”

1. WHEREAS, Company and Counterparty desire to disclose to one another Confidential Information to evaluate a possible future business relationship between the parties (“Purpose”).

2. Confidential Information: This NDA will apply to all Confidential Information disclosed by Disclosing Party to Receiving Party. “Disclosing Party” means Company or Counterparty when they disclose Confidential Information. “Receiving Party” means Company or Counterparty when they receive Confidential Information. “Confidential Information” means information provided by Disclosing Party to Receiving Party, whether tangible or intangible, including without limitation scientific, technical, trade or business information (including, without limitation, documents, manuals, records, files, memoranda, and reports regarding the Disclosing Party’s business, marketing, financial performance, customers, products, forecasts, strategies, methods, processes, techniques, trade secrets, computer programs, source and object codes, specifications, technical drawings, algorithms, research, know-how, formulas, ideas, inventions (whether patentable or not), schematics, product applications, product modifications, product proposals, proposals, design features, customer lists, pricing lists, and policies).

3. Exceptions. Confidential Information shall not include information that: is already known to Receiving Party at the time of disclosure without an obligation of confidentiality; is or becomes publicly known through no wrongful act or omission of Receiving Party; is rightfully received by Receiving Party from a third party without an obligation of confidentiality; is approved for release by written authorization of Disclosing Party; or was developed by Receiving Party independently and without the use or benefit of any of Disclosing Party’s Confidential Information. A Receiving Party may make a disclosure pursuant to any order or requirement of a court, administrative agency, or other governmental agency if Receiving Party has, to the extent permitted by law: (i) promptly notified Disclosing Party in writing of such order or requirement, (ii) given Disclosing Party an opportunity to challenge or limit the disclosure requirement or seek an appropriate protective order, and (iii) cooperated with Disclosing Party to narrow the scope of such disclosure to only that portion of Confidential Information that is necessary to fulfill the order or requirement.

4. Disclosure and Use. Receiving Party may not disclose Confidential Information to any individual or entity other than Authorized Receiving Parties; and Receiving Party may not use Disclosing Party’s Confidential Information for any reason except the Purpose. “Authorized Receiving Parties” means a Party’s personnel, directors, consultants, professional advisors, and Affiliates, but only if they need to know such Confidential Information for the Purpose and, with respect to third parties, are bound to confidentiality obligations that are no less restrictive than the terms and conditions of this NDA. “Affiliate” means an entity which either controls or is controlled by a Party or is under common control with a Party, where “control” means the power to direct or cause the direction of an entity’s management and policies through ownership or control of at least 50% of its voting securities or ownership interest.

5. Export Controls; Data Privacy. When using or disclosing Confidential Information to Authorized Receiving Parties, Receiving Party agrees to: abide by export controls under the applicable laws and regulations of the United States; abide by U.S. Export Administration Regulations that prohibit transfer to any nationals of the embargoed countries Cuba, Iran, Iraq, Libya, North Korea, Syria, Sudan, or other countries or persons prohibited by the U.S. Export Administration Regulations; not disclose Confidential Information to any third parties who may be the subject of a U.S. Denial Order or other export restriction; and comply with all applicable laws governing the use or disclosure of personal information.

6. Care. Receiving Party shall exercise the same degree of care to protect Disclosing Party’s Confidential Information that it uses for its own confidential information of a similar nature, but in no event less than reasonable care. Promptly after learning of any unauthorized use or disclosure of, and/or unauthorized attempt to access any Confidential Information in Receiving Party’s (or its Authorized Receiving Parties’) custody or control, Receiving Party shall within twenty-four (24) hours notify Disclosing Party in writing and cooperate with Disclosing Party to investigate and mitigate any adverse effects. Receiving Party shall be responsible for any unauthorized use or disclosure of Confidential Information by its Authorized Receiving Parties.

7. Termination. This NDA is effective for 1 year from the Effective Date. This NDA will automatically renew each year for additional 1 year terms until terminated by a Party. Either Party may terminate this NDA for any or no reason by providing the other Party with 30 days’ written notice. The Receiving Party’s obligations of confidentiality under this Agreement continue (i) with respect to Confidential Information that meets the definition of a trade secret under applicable law, until such time as such Confidential Information is no longer a trade secret, and (ii) with respect to all other Confidential Information, for so long as the Receiving Party has possession of the Disclosing Party’s Confidential Information.

8. Ownership. All Confidential Information, derivations thereof and feedback remain Disclosing Party’s sole property, and no license or other right to Confidential Information or intellectual property is granted or implied in this NDA or by any disclosure.

9. As-Is Disclosures. Disclosing Party warrants that it has the right to disclose Confidential Information. No other warranties are made whether express, implied, or statutory. Disclosing Party disclaims all representations and warranties concerning Confidential Information, including as to accuracy, performance, completeness, and suitability.

10. Return or Destruction. When this NDA expires or terminates or upon Disclosing Party’s request, Receiving Party will: (a) cease using Confidential Information, (b) promptly after Disclosing Party’s request, destroy all Confidential Information in Receiving Party’s possession or control or return it to Disclosing Party and (c) if requested by Disclosing Party, confirm its compliance with these obligations in writing. As an exception to part (b), Receiving Party may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law, but this NDA will continue to apply to the retained Confidential Information.

11. Equitable Relief. A breach of this NDA may cause irreparable harm for which monetary damages are an insufficient remedy. Upon a breach of this NDA, Discloser is entitled to seek appropriate equitable relief, including an injunction without the requirement of filing a bond, in addition to its other remedies.

12. Miscellaneous. This NDA is governed by the laws of Michigan, without regard to conflict of laws principles. This NDA constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, representations, and understandings between the Parties regarding its subject matter. If any provision hereof is held by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this NDA shall remain in full force and effect. A waiver of any right hereunder does not imply a waiver of any other rights. No waiver, alteration, modification, or amendment of this NDA shall be effective unless in writing and signed by all Parties. This NDA may be signed in duplicate originals or in separate counterparts, each of which is effective as if the Parties signed a single original, and a facsimile of an original signature or electronically signed version transmitted to the other Parties is effective as if the original was sent to the other Parties. All notices under this NDA will be in writing, and will be delivered personally, by certified mail or via express courier service, return receipt requested. Notices will be directed to the addresses set forth above and will be deemed effective upon receipt thereof (or if delivery is refused, on the date of such refusal). Either party may change its address for notices from time to time by providing written notice of such change to the other party. Each Party agrees that it shall not assign, transfer, or otherwise convey or delegate any of its rights or duties under this NDA without the other Party’s prior written consent, and any attempt to do so without such consent shall be void.

13. Electronic Signatures. Each Party agrees that the electronic signatures of the parties included in this NDA are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have electronically executed this NDA as of the Effective Date by duly authorized representatives.