Purchasing Terms

Motional AD Inc.

Purchase Order Terms and Conditions

100 NORTHERN AVENUE, SUITE 200 | BOSTON, MA 02210

1. DEFINITIONS

“Customer” means Motional AD Inc. or any legal entity, controlled by, or under common control with Motional AD Inc., unless a different Customer is identified on the face of the Order. “Order” means an order signed by Customer (in written or electronic format) for the provision of Products to Customer on the Terms. “Price” means the price for Products as set out in the Order. “Products” means any goods or services including software provided on a standalone basis described in an Order. “Supplier” means the entity identified in an Order as responsible for supplying Products to Customer. “Terms” means these Purchase Order Terms and Conditions, which incorporate by reference: (i) then current and applicable Customer Policies, which are provided by Customer to Supplier; and (ii) if the Order is a “Blanket Order” as defined in § 3, the associated releases. “Tooling” means production equipment, including but not limited to forging dies, testing and measuring equipment (e.g. gauges), matrices, models, samples, tools, devices, drawings and similar items required for the production and examination of Products.

2.OFFER AND ACCEPTANCE OF ORDER

The Order is an offer by Customer to purchase the Products from Supplier on the Terms. Neither a request for quotation or similar communication issued by Customer nor a quotation or similar document issued by Supplier is an offer. The Order will be deemed to be accepted by Supplier upon earlier of: (a) Supplier’s signed acceptance of the Order in written or electronic format or other means of acceptance, (b) after five (5) business days of issuance by Customer, absent written notification from Supplier to Customer of non-acceptance, or (c) commencement of performance. These Terms shall apply to every Order. Additional or different terms proposed in Supplier’s acceptance of the Order or otherwise are hereby rejected.

3. QUANTITIES

Supplier shall deliver the quantity of Products specified on the face of the Order. If the Order does not specify a quantity, states zero, “requirements,” "blanket," "per release" or similar term, the Order is a Blanket Order. If the Order is a Blanket Order, then Customer shall purchase 100% (or any lesser percentage specified on the face of the Order) of its requirements for the Products, which shall be specified in material releases. Any quantities stated in a release for delivery more than 4 weeks from the date of issuance of the release are forecasts provided for informational purposes only and will not bind Customer to Supplier. Supplier is responsible for obtaining and maintaining at its risk and expense all raw materials, inventories, and other resources for manufacturing Products necessary to meet its obligations to Customer.

4. DELIVERY TIME IS OF THE ESSENCE.

The time and place of delivery of Products are specified in the Order or in an applicable release. If Products are not delivered in accordance with the Order, Customer reserves the right, without liability, in addition to other remedies, to cancel the entire or the applicable portion of the Order. If Products are not delivered in accordance with the Order, Supplier shall be responsible for any additional expenses necessary to deliver Products in an expedited manner or in a manner requested by Customer. Supplier shall immediately notify Customer of any expected delay. Early or partial performance or delivery of the Order or any part thereof is not permitted unless approved in writing by Customer. Unless otherwise stated in an Order or approved by Customer, delivery of Products shipped from and to North America shall be EXW factory (Incoterms 2010) and if shipped from or to outside North America, shall be DDP destination. Title to and risk of loss of all Products shall pass to Customer upon delivery to Customer destination, except that title to Tooling shall pass as described in § 21. Passage of title does not constitute acceptance of the Products. Supplier shall package and label all Products in a manner suitable for transit and storage, at Supplier’s expense and in accordance with the Order.

5. SERVICE PARTS

Supplier shall sell to Customer Products necessary to fulfill Customer’s and its customers’ service and replacement parts requirements at the Price plus any actual net cost differential for required unique packaging. This obligation shall survive termination and continue for a period of 10 years from the delivery of the Supplies, unless a longer period is required by Customer’s customers.

6. CHANGES

Customer reserves the right to change the Products. Supplier will promptly make any such change without regard to whether Customer and Supplier have reached agreement on an adjustment of the Price or other terms. If a change effects the cost of performance, then the Price may be adjusted (up or down to reflect the change in Supplier’s actual and reasonable costs incurred or to be incurred as a result of the change). Supplier’s request for adjustment shall be submitted within thirty days of Customer’s direction of a change and shall be supported by necessary documentation and analyses. If a change affects the time of performance, the time will be equitably adjusted. The Customer and Supplier will negotiate in good faith on price and schedule adjustments. Supplier will not make any change to the Products except with Customer's written instruction or approval.

7. STANDARDS

Supplier will conform to all quality control, validation, testing and other standards and inspection systems as established or directed by Customer from time to time. Supplier will meet the full requirements of industry Production Part Approval Processes (PPAP) as specified by Customer. Promptly upon learning of defective or non-conforming Products, Supplier will develop, document and implement corrective actions in accordance with all applicable quality control policies and standards of Customer and its Customers, and subject to the satisfaction of Customer. Supplier agrees to comply with all applicable laws, rules, regulations, ordinances or other requirements of any national, state, provincial, local, multi-national or international body (collectively “Laws”) relating to the manufacture, sale, delivery and use of the Products. Upon request, Supplier will submit to Customer evidence of such compliance. Customer may obtain evidence of such compliance via any reasonable means up to and including Customer audit visits to Supplier sites upon Customer request. Supplier also agrees to provide Customer with all information reasonably required by Customer to comply with any Law.

8. NON-CONFORMING PRODUCTS

Customer may, at its discretion, inspect or test any Products. If the Products (whether or not inspected or tested by Customer) do not comply with the requirements of the Order, Customer may, at its discretion, reject them or, if previously accepted, revoke acceptance, in which case the quantities under the Order will be reduced unless Customer otherwise notifies Supplier. Following rejection, Supplier shall, without prejudice to any other right or remedy of Customer, at Customer’s sole discretion and at Supplier’s sole expense: accept return of the Products to Supplier or repair or replace the Products with conforming Products. Supplier is liable for all direct, incidental and consequential damages, losses, costs, and expenses incurred by Customer resulting from Supplier’s failure to deliver conforming Products, even if Supplier has cured the failure. This includes but is not limited to compensating Customer for any amounts charged by its customer(s) to Customer; all costs of containment, sorting, repair, replacement, cure or cover, determined in such amount as reasonably determined by Customer; and all costs of any recall campaign, corrective service action, or other voluntary or involuntary action in which Customer or any Customer participates related to the non-conformity.

9. PRICES; PAYMENT

The Price is specified in the Order and is a firm fixed price for the duration of the Order and not subject to increase for any reason, except as stated in § 6. The Prices shall include all royalties, license fees, taxes, excises, duties and costs, both direct and indirect, of supplying all Products; provided that any applicable Value Added Tax shall be specified as a separate line item on any invoice. Credits or benefits resulting from the Order, including trade credits, export credits or the refund of duties, taxes, or fees, belong to Customer. Supplier will provide all information and certificates (including NAFTA Certificates of Origin) necessary to permit Customer (or its Customers) to receive these benefits or credits. Unless otherwise stated on the Order, payment shall be sixty (60) days. Customer shall issue invoices on or after delivery of the Products to Customer and in conformance with Customer’s instructions. Payment shall be deemed to occur upon transmittal of payment by Customer. All payment shall be made in U.S. dollars unless otherwise agreed or stated on the Order. Customer shall issue invoices on or after delivery of the Products to Customer and in conformance with Customer’s instructions as to form, content and method for submission. Customer shall have no obligation to pay any invoice for rejected, revoked or otherwise non-conforming Products or which bears a date which precedes the shipment date or is otherwise incorrect or incomplete. In addition to any right of setoff or recoupment provided by law, Customer shall be entitled at any time to set off or recoup against sums payable by Customer to Supplier or any of its affiliates any amounts for which the Customer determines in good faith the Supplier or any of its affiliates is liable to it under any Order or other agreements with the Supplier or any of its affiliates.

10. INTELLECTUAL PROPERTY AND LICENSES

With respect to any Products that consist of, contain, or are furnished with software, Supplier hereby grants to Customer a non-exclusive, non-transferable (except in connection with a sale of the Products by Customer to third-party purchasers or a sale of the relevant business or assets of Customer), worldwide royalty free license under all of Supplier’s intellectual property rights in and to such software and documentation, as may be necessary for Customer to exploit such Products. In the event that Customer and Supplier enter into a prior or contemporaneous separate signed agreement addressing rights in Intellectual Property related to the Product, such as, by way of example and not limitation, a development agreement or a confidentiality agreement, the terms of that separate agreement shall control. Supplier shall identify all licenses and deliver to Customer all materials required to meet the requirements of any licenses for third party software that is included in the Products (“Required Materials”). Supplier shall deliver to Customer the source code for any software licensed under a license that has a source availability requirement (such as the GNU General Public License). If the source code is not included with the Required Materials that Supplier has previously delivered, Supplier shall deliver within seven (7) days after Customer requests the source code for any software licensed under an open source license that has a source availability requirement. Supplier grants Customer the right to duplicate and distribute the Required Materials as necessary.

11. CONFIDENTIALITY

The existence and terms of the Order (including these Terms), along with any data, specifications, drawings, technology or other information or materials that are provided by Customer in connection with the Order, any information or materials that are related to Customer’s business, technology, prospects, or financial condition, and any other proprietary or confidential information of Customer which Supplier may obtain directly or indirectly from Customer, including all Supplier information derived from or incorporating any of the foregoing, shall be deemed to be Customer’s confidential information, and shall be maintained by Supplier as confidential using at least the same degree of care that Supplier uses to protect its own confidential information, and not less than reasonable care. Supplier shall not disclose any such information or materials and Customer identity to third parties or use or copy such information or materials other than as is necessary to satisfy the requirements of the Order. Supplier shall promptly return or destroy, when and as requested by Customer, all of the foregoing information and materials. SUPPLIER SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF CUSTOMER, ADVERTISE OR PUBLISH IN ANY WAY THE FACT THAT SUPPLIER HAS CONTRACTED TO SUPPLY PRODUCTS TO CUSTOMER. For trade secrets, these confidentiality obligations shall remain in effect until it ceases to be a trade secret. For other confidential information, confidentiality obligations shall remain in effect for ten years from the time of disclosure. These confidentiality obligations will not apply to information that: (a) is already publicly known at the time of its disclosure by Customer; (b) after disclosure by Customer becomes publicly known through no fault of Supplier; or (c) Supplier can establish by written documentation was properly in its possession prior to disclosure by Customer or was independently developed by Supplier without use of or reference to Customer's information. Any confidentiality or non-disclosure agreement between the parties that predates the Order will remain in effect except as expressly modified by the Order, and to the extent of a conflict between the express terms of such an agreement and this Section, the terms of that earlier agreement will control.

12. LIMITATIONS OF LIABILITY

Customer’s sole liability under the Order (including its termination, expiration or cancellation) is to pay for the Products in accordance with §9 and to pay the specific termination-related amounts described in § 16 IN NO EVENT SHALL CUSTOMER BE LIABLE FOR ANTICIPATED OR LOST PROFITS, FAILURE TO REALIZE ANTICIPATED PRODUCTION VOLUMES, REVENUES OR SAVINGS, UNABSORBED OVERHEAD, INTEREST ON CLAIMS, PRODUCT DEVELOPMENT AND ENGINEERING COSTS, TOOLING, FACILITIES AND EQUIPMENT REARRANGEMENT COSTS OR RENTAL, UNAMORTIZED CAPITAL OR DEPRECIATION COSTS, GENERAL ADMINISTRATIVE BURDEN CHARGES OR FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF THE PERFORMANCE, BREACH, EXPIRATION, TERMINATION OR CANCELLATION OF THE ORDER. The limitations in this § 12 apply to all claims, regardless of the nature of Supplier’s claimed injury or the performance, breach, legal theory under which Supplier seeks to recover

13. INDEMNITIES

Supplier shall defend, indemnify and hold harmless Customer, its agents, employees, officers, owners, directors and direct or indirect purchasers or users of the Products, and each of their successors and assigns (each an “Indemnified Party”), from and against any and all claims, demands, actions, suits, damages, losses, liabilities and costs (including settlement costs and attorneys’ fees) (“Claims”) arising from or with respect to any: (a) defect or non-conformity in the Products; (b) noncompliance by Supplier with any of its representations, warranties or obligations under the Order; (c) negligence or fault of Supplier in connection with the design or manufacture of the Products; (d) any recall campaign, corrective service action, or other voluntary or involuntary action in which Customer or any Customer participates with respect to the Products or products into which the Products are incorporated; (e) any violation or alleged violation by Supplier of Laws, (f) any infringement or alleged infringement of any intellectual property rights in connection with the Order or the Products and (g) challenge to Customer's sole right, title and interest in the Tooling, or right to possession of the Tooling, brought by any third party, including toolmakers, subcontractors, and lending institutions. To the maximum extent permitted by applicable law, Supplier's obligation under this Section will apply even as to losses caused in part by an Indemnified Party’s negligence, but Supplier's indemnification shall not apply to the extent that Losses resulted solely and directly from the negligence or willful misconduct of such Indemnified Party. Supplier shall defend or settle all Claims utilizing counsel approved by Customer. Customer may participate in the defense without relieving Supplier of its obligations hereunder and Supplier will at all times consult with and keep Customer apprised of the status of any Claims. Supplier will not settle any Claim without the written consent of Customer. In the event of an infringement Claim, Supplier, at its own expense, shall put forth a reasonable effort to promptly: (a) obtain the right for Customer to continue to sell, use and distribute Products, or (b) modify Products so as to eliminate the purported infringement while still complying with all the requirements of the Order.

14. INSURANCE

Supplier and subcontractors engaged by Supplier shall maintain insurance policies with reputable insurance companies having a minimum A M Best’s Rating of A-/X against all insurable liability under the Order and against all of Supplier’s liabilities under Section 13 (Indemnities). Such insurance shall be written with a minimum per occurrence limit of $1M and also include, but not limited to: commercial general liability insurance with public/premises liability, product and completed operations liability, contractual liability, bodily injury and property damage liability, automobile liability, cyber liability and workers’ compensation and employer’s liability coverage. Except for workers’ compensation insurance, such insurance policies shall name Customer as an additional insured and provide for a minimum of thirty days notice of cancellation. All insurance policies provided by Supplier will contain a waiver of subrogation clause in favor of Customer and be primary and not contributing with insurance or deductibles maintained by Customer. In the event Customer sustains damage as a result of an event insured by Supplier, Customer shall be exclusively entitled to receive the insurance compensation for the total amount of the damage suffered by Customer. Supplier authorizes Customer to directly contact the insurer and to demand such payment.] Supplier shall perform any additional acts which are necessary to assign its rights to such insurance payments to Customer. Supplier agrees to submit certificates of insurance, evidencing its insurance coverage, within ten days of Customer’s request. The Supplier insurance requirements or the furnishing of a certificate of insurance will not limit or release Supplier from Supplier’s obligations or liabilities under this Order. Supplier hereby waives all mechanics' liens, Tooling liens, mold makers liens and other statutory or common law liens that may apply to the Products and shall cause all its subcontractors, materialmen and suppliers (and subcontractors of such parties) to provide similar waivers and agreements in form satisfactory to Customer.

15. TERMINATION AND EXPIRATION

Notwithstanding any contrary provisions of these Terms or the Order, Customer may terminate the Order at any time, in whole or in part, effective on delivery or on the date specified in a written termination notice from Customer: (1) for Cause, if Supplier (i) breaches the Order; (ii) repudiates or threatens to breach the Order; (iii) fails to deliver, or threatens not to deliver, Products in connection with the Order; (iv) fails to make progress or to meet reasonable quality requirements so as to endanger timely and proper performance of the Order; (v) Supplier makes an assignment for the benefit of creditors, or proceedings in bankruptcy or insolvency are instituted by or against Supplier; (vi) Supplier needs accommodations from Customer, financial or otherwise, in order to meet its obligations under the Order; or (vii) at any time in Customer's sole judgment Supplier's financial or other condition endangers Supplier’s ability to meet its obligations under the Order; or (2) for convenience. Upon Termination, Customer shall have no obligations or liability to Supplier except as provided under § 16. Supplier may terminate the Order only for non-payment of the Price which are thirty or more days past the payment term due date and material in amount, and then only if: (i) Supplier first provides Customer written notice specifying the amounts past due and Supplier’s intent to terminate the Order if the past due amount is not paid; and (ii) Customer, within 60 days of such notice, does not either: (x) pay the past due amounts; or (y) notify Supplier that it disputes Supplier’s entitlement to payment. Supplier shall terminate under this Section by delivering notice to Customer. Supplier may not suspend performance of the Order for any reason. The Order shall expire upon the later of the date set forth in the Order or upon Supplier’s delivery of the Products, except that if it is a Blanket Order, it shall expire on the earlier of the date set forth in the Order or the life of the vehicle program for which the Supplies are provided.

16. CUSTOMER’S OBLIGATIONS ON TERMINATION OR EXPIRATION

Customer shall pay to Supplier in connection with termination only the following amounts, without duplication, in complete and final satisfaction of any liabilities relating to this Order: (1) the Price for all conforming Products received by Customer prior to the effective date of termination or delivered following that date at the written direction of Customer; (2) any amounts owed for Transition Support pursuant to § 17; and (3) if terminated for any reason other than Breach by Supplier, Supplier's reasonable actual cost of merchantable and useable work-in-process and the parts and materials transferred to Customer (but not to exceed the Price of the Products had the work been completed). If the Order expires, Customer shall pay to Supplier, in complete and final satisfaction of any liabilities relating to the Order, only the Price for all conforming Products received by Customer prior to expiration and, if applicable, any amounts owed for Transition Support pursuant to § 17.

17. TRANSITION SUPPORT

Following expiration or termination of the Order by either party for any reason (including termination by Supplier) and notwithstanding any claimed or actual breach of any obligation by Customer, Supplier will cooperate in the transition of supply to a successor supplier, including the following, which will collectively be referred to as "Transition Support": (1) Supplier will continue production and delivery of all Products as ordered by Customer, at the Prices and other terms stated in the Order, without premium or other condition, during the entire period reasonably needed by Customer to complete an orderly transition to the alternate supplier(s); (2) at no cost to Customer, Supplier will promptly provide all requested information and documentation regarding and access to Supplier's manufacturing process, including on- site inspections, bill-of-material data, Tooling and process detail and samples of Products and components; and (3) subject to Supplier's actual capacity constraints, Supplier will provide special overtime production, storage and/or management of extra inventory of Products, extraordinary packaging and transportation and other special services as expressly requested by Customer in writing. If the transition occurs for reasons other than Supplier's termination for Cause, Customer will, at the end of the transition period, pay the reasonable, actual cost of the assistance under subpart (3) of this section, provided that Supplier has advised Customer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Customer will pay the agreed portion to Supplier without prejudice to Supplier’s right to seek to recover any disputed amounts.

18. WARRANTIES

Supplier warrants that the Products, except for software, will: () be new and free from defects in workmanship, materials, manufacture, and design, (b) conform to any applicable specifications and requirements; and (c) be merchantable, fit for Customer’s particular purposes, and sufficient for the uses intended by Customer. These warranties extend to future performance of the Product. Supplier warrants that software will (a) comply with all specifications and documentation; (b) be new and not previously used; (c) be free from any malicious code and software locks; and (d) not cause a vehicle to malfunction, provided that no reprogramming or other aftermarket modification to the vehicle electrical, electronic vehicle control, or monitoring system, including the OBD port or electronics, have occurred. Supplier also warrants that (a) the Products, and Supplier’s performance under the Order and these Terms, will comply in all respects with Laws; (b) the Products will be free and clear of any liens, claims, encumbrances and other restrictions; and (c) the purchase, sale, use, and license of Products will not infringe the intellectual property rights of a third party. For all services, Supplier further warrants that its work will be performed in a professional and workmanlike manner, consistent with all standards and specifications agreed on with Customer and otherwise consistent with industry standards. These warranties are in addition to all other warranties of Supplier, express or implied. The warranty period shall be that provided by applicable law, except that if Customer is obligated to provide a longer warranty period to its customer or by law, such longer period shall apply.

19. INFORMATION SECURITY

Any software used or delivered in connection with the Order may not contain any features, code, or damage-causing software which Supplier could have detected in accordance with the state of the art and which endanger the integrity, trustworthiness and availability of the Products including the unwanted transmission/extraction of data, unwanted change/manipulation of data or process logic, unwanted insertion of data or unwanted feature enhancements. Supplier shall secure Customer’s data and its own data which is necessary for the delivery of the Products in accordance with the state of the art against unauthorized access, modification, destruction and other misuse (hereinafter “Information Security”). Supplier shall maintain an appropriate Information Security level within Supplier’s operations; including, but not limited to compliance with ISO 26262 and ISO 21434 or other relevant industry standards. Supplier shall ensure that through appropriate contractual regulations, its subcontractors are contractually bound to Supplier to comply with these provisions. Should Supplier obtain knowledge of an incident which involves breach to the Information Security (e.g., security gaps, data loss, malfunctions, endangerment, attack by damage-causing software, data misuse) and which could concern Customer, especially unauthorized access by third parties to Customer’s data (e.g., data leak or cyber-attack), or if there are indications for Supplier which upon reasonable assessment justify the suspicion of such incident, then Supplier shall, without undue delay and free of charge, inform Customer and take all necessary steps to clarify the matter and limit the damage, as well as support the recovery of the data. Supplier shall provide Customer a report containing results of the security checks identified, Information Security risks, as well as identified Information Security incidents and their handling upon request.

20. INSPECTION, AUDIT AND REVIEW

Customer may enter Supplier's facility, or any facility of Supplier’s suppliers, at any time to inspect the facility, Products, materials, financial information and any of Customer’s Property related to the Order. Either Customer or a third party designee may audit and review: (i) Supplier’s production facility, Products and any other Customer property (including all pertinent documents, data and other information) related to the Order for the purpose of verifying Supplier’s costs and its compliance with its obligations under the Order; AND (ii) the financial condition of Supplier and its affiliates. Supplier will, at its expense, fully cooperate in such review and will promptly provide copies of or access to requested documents, make pertinent personnel available for discussions and provide all reasonable facilities and assistance. Customer and any designated third party will keep confidential any nonpublic information about Supplier and use such information only for purposes of the review, except as needed to enforce the Order.

21. TOOLING

Supplier shall not purchase any Tooling for the account of Customer or charge Customer for any Tooling except as authorized in an Order. If Customer has agreed to compensate Supplier for Tooling, the price will be adjusted to credit Customer in the amount, if any, by which the price exceeds Supplier's actual cost as verified. Customer has no obligation to Supplier or subcontractor other than payment to Supplier of the Price. Title to Tooling shall pass to Customer upon the earlier of: (i) full payment by Customer; or (ii) the Tooling has been used by Supplier for the production of Products. Supplier shall be entitled to receive payment only after Tooling is completed, including completion of all required testing and submission of all necessary documentation. Supplier will not subcontract all or part of the manufacture of the Products to a third-party subcontractor or locate Tooling on the subcontractor's premises unless Customer provides advance written approval. Supplier will inform the subcontractor in writing that it is a bailee-at-will, through Supplier, of Tooling owned by Customer and that Supplier is solely responsible for payments to the subcontractor.

22. CUSTOMER’S PROPERTY

(1) Customer’s Property means any property in Supplier’s possession to which Customer has title, including Tooling and other property (including, by way of example, returnable packaging) which Customer has either provided or agreed in an Order to compensate Supplier, together with any modifications, repairs, refurbishments, and replacements of Customer’s Property. Supplier shall use Customer’s Property only for the production of Products for Customer. (2) If Customer’s Property is in the possession of one of Supplier’s its direct or indirect contractors, it shall have only temporary possession as a bailee at will, to be used solely and subject to Customer's sole discretion, in the manufacture of Products. Supplier at its own expense shall: (i) maintain, repair and replace tangible Customer’s Property, except for normal wear and tear; (ii) fully insure it for the benefit of Customer; and (iii) label it as being the property of Customer. Supplier may not release, relocate or dispose of Customer's Property without the written permission of Customer. (3) Supplier agrees neither to create nor allow to exist any liens on Customer’s Property and to immediately sign any UCC-1 forms or other documents reasonably required by Customer to perfect all rights granted herein. Immediately upon Customer’s request or upon any bankruptcy or insolvency filing, and without payment of any kind, Supplier will: (i) return Customer’s Property; (ii) comply with Customer’s instructions relating to its return; (iii) cooperate with Customer and will provide Customer with access to all facilities at which Customer’s Property is located. Supplier waives, to the extent permitted by law: (i) any lien or other rights that Supplier might otherwise have on any of Customer's Property; and (ii) any objection to Customer's repossession and removal of Customer’s Property for any or no reason, including bankruptcy or insolvency proceedings. Supplier shall ensure that its suppliers, contractors or agents are contractually obligated to comply with all of Supplier’s obligations with respect to Customer’s Property.

23. FORCE MAJEURE

A party will be excused from performance if it is unable to perform because of an occurrence beyond its reasonable control (a “Force Majeure Event”). Force Majeure Events do not include inability to perform because of: (i) the party’s fault or negligence, including the failure to use industry standard risk management measures; (ii) the party’s lack of financial resources; (iii) a change in input costs, or (iv) the non-performance of a sub-supplier, unless the sub-supplier failure was itself due to a Force Majeure Event. The party unable to perform as a result of a Force Majeure Event must give notice of the Force Majeure Event (including its anticipated duration) to the other party promptly after becoming aware that it has occurred or is reasonably likely to occur, and thereafter if there are any material changes in the facts. If Supplier is unable to perform for any reason, Customer may purchase Products from other sources and reduce its purchases from Supplier accordingly without liability. The Customer may terminate the Order if Supplier fails to give adequate assurances that performance will be resumed within thirty days of the occurrence of the Force Majeure Event. Supplier must seek and notify Customer of any potential workarounds that would allow performance to be maintained or resumed such as, by way of example, through substitution of inputs, use of alternative manufacturing locations or use of alternative shipping methods and, if authorized in writing by Customer, implement the workaround. If the approved workaround changes Supplier’s cost of performance, the change will be equitably allocated between the parties.

24. GOVERNING LAW; ENTIRE AGREEMENT

(1) The Order and these Terms are governed by and shall be construed in accordance with the laws of the State of Delaware, USA without regard to conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Products shall not apply to this Order. Except as provided in sub- section (2), Customer and Supplier irrevocably consent to the exclusive jurisdiction of the state and federal courts situated in the Delaware for any action arising out of or connected to the provisions of the Order and these Terms, whether the action is brought in contract, tort or otherwise. (2) Notwithstanding sub-section (1) above, (a) Customer may bring suit in the state or federal court where Supplier maintains its principal office or where any of Customer’s Property is located; and (b) if Supplier is formed under the law of a foreign country, Customer, at its option, may require any legal proceeding be resolved though binding arbitration under the Rules of Arbitration of the International Chamber of Commerce, which Rules of Arbitration are incorporated herein by reference. The arbitration proceedings shall be conducted in the State of Delaware. (3) The Order (including these Terms) constitutes the entire agreement between Supplier and Customer for Products purchased hereunder and supersedes all prior written or oral understandings or agreements relating to the same. Any modification of this Order shall be in writing and shall be signed by Customer.

25. GENERAL

Supplier may not assign, transfer, or subcontract any of its rights or obligations under the Order without the prior written consent of Customer. Such consent shall not release Supplier from any obligations or liability arising from an Order. Supplier will ensure that the terms of its contracts with its sub-suppliers and sub-contractors provide Customer with all of the rights specified in this Order, including but not limited to §§ 5, 8, 10, 11, 12, 13, 16 and 17. The rights and remedies afforded to Customer under these Terms are in addition to, and not exclusive of, any and all statutory and common law rights available to Customer. A failure or delay of Customer to exercise any right or remedy provided by these Terms or by law shall not constitute a waiver of that right or remedy. In any action brought by Customer to enforce Supplier's obligations in connection with the production or delivery of Products or Transition Support, or for possession of property, the parties agree that Customer does not have an adequate remedy at law and Customer is entitled to an immediate order for specific performance of Supplier's obligations (including related temporary and preliminary injunctive relief). Customer shall recover actual and reasonable attorney’s fees (including the cost of in-house counsel) in any action arising out of this Order, unless Supplier is the prevailing party. Supplier and Customer are independent contractors; neither is an agent or employee of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other. If any part of this Order and these Terms is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Motional AD Inc.

Purchase Order Terms and Conditions

3 FUSIONOPOLIS WAY #15-20 SYMBIOSIS SINGAPORE, 138633

1. DEFINITIONS

“Business Day” means a day, other than a Saturday, Sunday or public holiday, on which commercial banks are open for business in Singapore; “Customer” means Motional AD Inc. or any legal entity, controlled by, or under common control with Motional AD Inc., unless a different Customer is identified on the face of the Order. “Order” means an order signed by Customer (in written or electronic format) for the provision of Products to Customer on the Terms. “Price” means the price for Products as set out in the Order. “Products” means any goods or services including software provided on a standalone basis described in an Order. “Supplier” means the entity identified in an Order as responsible for supplying Products to Customer. “Terms” means these Purchase Order Terms and Conditions, which incorporate by reference: (i) then current and applicable Customer Policies, which are provided by Customer to Supplier; and (ii) if the Order is a “Blanket Order” as defined in § 3, the associated releases. “Tooling” means production equipment, including but not limited to forging dies, testing and measuring equipment (e.g. gauges), matrices, models, samples, tools, devices, drawings and similar items required for the production and examination of Products.

2. OFFER AND ACCEPTANCE OF ORDER

The Order is an offer by Customer to purchase the Products from Supplier on the Terms. Neither a request for quotation or similar communication issued by Customer nor a quotation or similar document issued by Supplier is an offer. The Order will be deemed to be accepted by Supplier upon earlier of: (a) Supplier’s signed acceptance of the Order in written or electronic format or other means of acceptance, (b) after five (5) Business Days of issuance by Customer, absent written notification from Supplier to Customer of non-acceptance, or (c) commencement of performance. These Terms shall apply to every Order. Additional or different terms proposed in Supplier’s acceptance of the Order or otherwise are hereby rejected.

3. QUANTITIES

4. DELIVERY TIME IS OF THE ESSENCE

5. SERVICE PARTS

6. CHANGES

7. STANDARDS

Supplier will conform to all quality control, validation, testing and other standards and inspection systems as established or directed by Customer from time to time. Supplier will meet the full requirements of industry Production Part Approval Processes (PPAP) as specified by Customer. Promptly upon learning of defective or non-conforming Products, Supplier will develop, document and implement corrective actions in accordance with all applicable quality control policies and standards of Customer and its customers, and subject to the satisfaction of Customer. Supplier agrees to comply with all applicable laws, rules, regulations, ordinances or other requirements of any national, state, provincial, local, multi-national or international body (collectively “Laws”) relating to the manufacture, sale, delivery and use of the Products. Upon request, Supplier will submit to Customer evidence of such compliance. Customer may obtain evidence of such compliance via any reasonable means up to and including Customer audit visits to Supplier sites upon Customer request. Supplier also agrees to provide Customer with all information reasonably required by Customer to comply with any Law.

8. NON-CONFORMING PRODUCTS

9. PRICES; PAYMENT

10. INTELLECTUAL PROPERTY AND LICENSES

11. CONFIDENTIALITY

12. LIMITATIONS OF LIABILITY

13. INDEMNITIES

14. INSURANCE

Supplier and subcontractors engaged by Supplier shall maintain insurance policies with reputable insurance companies having a minimum A M Best’s Rating of A-/X against all insurable liability under the Order and against all of Supplier’s liabilities under Section 13 (Indemnities). Such insurance shall be written with a minimum per occurrence limit of USD 1 million and also include, but not limited to: commercial general liability insurance with public/premises liability, product and completed operations liability, contractual liability, bodily injury and property damage liability, automobile liability, cyber liability and workers’ compensation and employer’s liability coverage. Except for workers’ compensation insurance, such insurance policies shall name Customer as an additional insured and provide for a minimum of thirty days notice of cancellation. All insurance policies provided by Supplier will contain a waiver of subrogation clause in favor of Customer and be primary and not contributing with insurance or deductibles maintained by Customer. In the event Customer sustains damage as a result of an event insured by Supplier, Customer shall be exclusively entitled to receive the insurance compensation for the total amount of the damage suffered by Customer. Supplier authorizes Customer to directly contact the insurer and to demand such payment. Supplier shall perform any additional acts which are necessary to assign its rights to such insurance payments to Customer. Supplier agrees to submit certificates of insurance, evidencing its insurance coverage, within ten days of Customer’s request. The Supplier insurance requirements or the furnishing of a certificate of insurance will not limit or release Supplier from Supplier’s obligations or liabilities under this Order. Supplier hereby waives all mechanics' liens, Tooling liens, mold makers liens and other statutory or common law liens that may apply to the Products and shall cause all its subcontractors, materialmen and suppliers (and subcontractors of such parties) to provide similar waivers and agreements in form satisfactory to Customer.

15. TERMINATION AND EXPIRATION

16. CUSTOMER’S OBLIGATIONS ON TERMINATION OR EXPIRATION

17. TRANSITION SUPPORT

18. WARRANTIES

Supplier warrants that the Products, except for software, will: (a) be new and free from defects in workmanship, materials, manufacture, and design, (b) conform to any applicable specifications and requirements; and (c) be merchantable, fit for Customer’s particular purposes, and sufficient for the uses intended by Customer. These warranties extend to future performance of the Product. Supplier warrants that software will (a) comply with all specifications and documentation; (b) be new and not previously used; (c) be free from any malicious code and software locks; and (d) not cause a vehicle to malfunction, provided that no reprogramming or other aftermarket modification to the vehicle electrical, electronic vehicle control, or monitoring system, including the OBD port or electronics, have occurred. Supplier also warrants that (a) the Products, and Supplier’s performance under the Order and these Terms, will comply in all respects with Laws; (b) the Products will be free and clear of any liens, claims, encumbrances and other restrictions; and (c) the purchase, sale, use, and license of Products will not infringe the intellectual property rights of a third party. For all services, Supplier further warrants that its work will be performed in a professional and workmanlike manner, consistent with all standards and specifications agreed on with Customer and otherwise consistent with industry standards. These warranties are in addition to all other warranties of Supplier, express or implied. The warranty period shall be that provided by applicable law, except that if Customer is obligated to provide a longer warranty period to its customer or by law, such longer period shall apply.

20. INSPECTION, AUDIT AND REVIEW

21. TOOLING

22. CUSTOMER’S PROPERTY

(1) Customer’s Property means any property in Supplier’s possession to which Customer has title, including Tooling and other property (including, by way of example, returnable packaging) which Customer has either provided or agreed in an Order to compensate Supplier, together with any modifications, repairs, refurbishments, and replacements of Customer’s Property. Supplier shall use Customer’s Property only for the production of Products for Customer. (2) If Customer’s Property is in the possession of one of Supplier’s direct or indirect contractors, it shall have only temporary possession as a bailee at will, to be used solely and subject to Customer's sole discretion, in the manufacture of Products. Supplier at its own expense shall: (i) maintain, repair and replace tangible Customer’s Property, except for normal wear and tear; (ii) fully insure it for the benefit of Customer; and (iii) label it as being the property of Customer. Supplier may not release, relocate or dispose of Customer's Property without the written permission of Customer. (3) Supplier agrees neither to create nor allow to exist any liens on Customer’s Property and to immediately sign any UCC-1 forms or other documents reasonably required by Customer to perfect all rights granted herein. Immediately upon Customer’s request or upon any bankruptcy or insolvency filing, and without payment of any kind, Supplier will: (i) return Customer’s Property; (ii) comply with Customer’s instructions relating to its return; (iii) cooperate with Customer and will provide Customer with access to all facilities at which Customer’s Property is located. Supplier waives, to the extent permitted by law: (i) any lien or other rights that Supplier might otherwise have on any of Customer's Property; and (ii) any objection to Customer's repossession and removal of Customer’s Property for any or no reason, including bankruptcy or insolvency proceedings. Supplier shall ensure that its suppliers, contractors or agents are contractually obligated to comply with all of Supplier’s obligations with respect to Customer’s Property.

23. FORCE MAJEURE

24. GOVERNING LAW; ENTIRE AGREEMENT

(1) The Order and these Terms are governed by and shall be construed in accordance with the laws of Singapore without regard to conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Products and the Sale of Goods (United Nations Convention) Act (Cap. 283A) shall not apply to this Order. Except as provided in sub- section (2), Customer and Supplier irrevocably consent to the exclusive jurisdiction of the courts in Singapore for any action arising out of or connected to the provisions of the Order and these Terms, whether the action is brought in contract, tort or otherwise. (2) Notwithstanding sub-section (1) above, (a) Customer may bring suit in the state or federal court where Supplier maintains its principal office or where any of Customer’s Property is located; and (b) if Supplier is formed under the law of a foreign country, Customer, at its option, may require any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore.The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. (3) The Order (including these Terms) constitutes the entire agreement between Supplier and Customer for Products purchased hereunder and supersedes all prior written or oral understandings or agreements relating to the same. Any modification of this Order shall be in writing and shall be signed by Customer.

25. GENERAL