Consulting Agreement dated January 12, 2022 between the Company and Ignacio Novoa

The Company hereby agrees to engage the Consultant to provide Electric Vehicle market research, analysis of market trends in the Electric vehicle industry and such other research and services as may be required by the Company during the Term (the “Services”). The Services being rendered hereunder (i) shall be rendered by the Consultant, who is a natural person, (ii) are bona fide services and (iii) are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities.

The Services may also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Company.

The term of the Agreement (“Term”) will begin on the date of this Agreement and will remain in full force and effect for one year from the execution of this Agreement, unless extended in writing by the Parties hereto.

The Company will not be responsible for any expenses of the Consultant and all fees and expenses Consultant incurs while providing the Services will be the sole responsibility of the Consultant.

Confidential information (“Confidential Information”) refers to any data or any information relating to the Company, whether business or personal, which would reasonably be considered to be private or proprietary to the Company and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Company.

The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Company or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.

All written and oral information and material disclosed or provided by the Company to the Consultant under this Agreement is Confidential Information regard­ less of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (“Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Company.

Upon the expiration of this Agreement, the Consultant will return to the Company any property, documentation, records, or Confidential Information which is the property of the Company.

In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The

Except as otherwise provided in this Agreement, Consultant may not engage a third-party subcontractor to perform any of the obligations of the Consultant un­ der this Agreement unless authorized in writing by the Company.

In the event the Consultant, with the consent of the Company, hires a sub-contractor:

The Consultant shall pay the sub-contractor for its services and the compensation shall remain payable by the Company to the Consultant.

For the purposes of indemnification, the sub-contractor is an agent of the Consultant.

Except as otherwise provided in this Agreement, the Consultant shall have full control over working time, methods, and decision making in relation to provisions of the Services in accordance with the Agreement. The Consultant will work

Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, software, materials, and any other supplies necessary to deliver the Services in accordance with the Agreement.

The Parties acknowledge that this Agreement is non-exclusive and either Party will be free, during and after the term of this Agreement, to engage or contract with third-parties for the provision of services similar to the Services.

Any notice or other communication required under this Agreement shall be in writing and sent to the address set forth as follows:

Expect to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and call claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Company.

All other prior discussions, communications and representations concerning the subject matter of this Agreement are superseded by the terms of this Agreement, and except as specifically provided herein, this Agreement constitutes the entire agreement with respect to the subject matter hereof.

This Agreement will be governed by and construed in accordance with the laws of the State of California.

In the event that any court of competent jurisdiction shall hold any provision of this Agreement unenforceable or invalid, such holding shall not invalidate or ren­ der unenforceable any other provision hereof.

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Any controversy or claim by Consultant against the Company or any of its parent companies, subsidiaries, affiliates (and/or officers, directors, employees, representatives or agents of the Company and such parent companies, subsidiaries and/or affiliates), including any controversy or claim arising from, out of or relating to this Agreement, the breach thereof, or the Services or termination thereof of Consultant by the Company which would give rise to a claim under federal, state or local law (including, but not limited to, claims based in tort or contract, claims for discrimination under state or federal law, and/or claims for violation of any federal, state or local law, statute or regulation), or any claim against Consultant by the Company (individually and/or collectively, “Claim[s]”) shall be submitted to an impartial mediator (“Mediator”) selected jointly by the Parties. Both Parties shall attend a mediation conference and attempt to resolve any and all Claims. If the Parties are not able to resolve all Claims, then upon written demand for arbitration to the other Party, which demand shall be made within a reasonable time after the Claim has arisen, any unresolved Claims shall be determined by final and