(1)

Forseven Limited incorporated and registered in England and Wales with company number 13981815 whose registered office is at Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB (“Forseven”);

(2)

McLaren Automotive Limited incorporated and registered in England and Wales with company number 01967717 whose registered office is at Mclaren Technology Centre, Chertsey Road, Woking, Surrey, GU21 4YH (“MAL”); and

(3)

NIO Technology (Anhui) Co.，Ltd. incorporated and registered in the People’s Republic of China whose registered office is at Building F, Hengchuang Intelligent Technology Park, No. 3963, Susong Road, Economic and Technological Development Zone, Hefei City, Anhui Province, PRC (“NIO”),

(A)

Forseven and NIO are parties to the Contract.

(B)

The parties wish to vary the terms of the Contract as detailed in this Deed, and with effect from the Amendment Date.

(C)

Forseven and MAL are part of the same corporate group, both being subsidiaries of McLaren Group Holdings Limited. As at the date of this Deed, that corporate group is undergoing an internal restructuring which is intended to result in the business and assets of Forseven being transferred to MAL (the “Business Transfer”), following which Forseven is expected to be dissolved.

(D)

The parties wish to novate the Contract such that MAL is substituted for Forseven on the terms of the Contract, to be effective on completion of the Business Transfer.

(E)

MAL has agreed to perform all Forseven’s obligations under the Contract with effect from the Novation Date on the terms of this Deed.

1.

Definitions and interpretation

1.1

In this Deed, expressions defined in the Contract and used in this Deed have the meaning set out in the Contract unless otherwise defined. The rules of interpretation set out in the Contract apply to this Deed.

1.2

In addition, in this Deed, the following terms shall have the meanings set out below:

1.2.1

Amendment Date means;

1.2.2

Business Transfer Confirmation Notice means a written notice from a Board Director of MAL to NIO certifying that the Business Transfer has taken effect;

1.2.3

Contract means the Technology Licence Agreement between Forseven and NIO dated 26 February 2024; and

1.2.4

Novation Date means the date of the Business Transfer Confirmation .

2.

Novation

2.1

Each of MAL and Forseven warrant to NIO that the Business Transfer Confirmation Notice served pursuant to this Deed will be dated with the date on which the Business Transfer actually took effect such that the novation of the Contract pursuant to this Deed takes effect on the date the Business Transfer took effect.

2.2

With effect from the Novation Date, Forseven;

2.2.1

by way of novation, irrevocably and unconditionally novates and transfers all its rights, obligations and liabilities under and in connection with the Contract (whether arising before, on or after the Novation Date) to MAL; and

2.2.2

releases and discharges NIO from all liabilities and obligations to Forseven under the Contract.

2.3

With effect from the Novation Date, MAL, by way of novation:

2.3.1

accepts the novation and transfer of all of Forseven’s rights, obligations and liabilities under and in connection with the Contract, whether arising before, on or after the Novation Date, in accordance with clause 2.1;

2.3.2

undertakes, on and from the Novation Date, to perform the Contract and to be bound by the terms of the Contract as if it were the original party to it in place of Forseven, irrespective of whether such performance and undertaking relates to rights, obligations and liabilities arising before, on or after the Novation Date; and

2.3.3

agrees to be liable to NIO for such performance (as described in clause 2.3.2 above).

2.4

With effect from the Novation Date, NIO:

2.4.1

irrevocably and unconditionally consents to the transfer, by way of novation, of all of Forseven’s rights, obligations and liabilities under and in connection with the Contract to MAL in accordance with clause 2.2

2.4.2

releases and discharges Forseven from all liabilities and obligations to NIO under the Contract;

2.4.3

irrevocably and unconditionally undertakes, on and from the Novation Date, to perform the Contract and be bound by its terms in every way as if MAL were the original party to it in place of Forseven irrespective of whether such performance and undertaking relates to rights, obligations and liabilities arising before, on or after the Novation Date; and

2.4.4

agrees to be liable to MAL for such performance (as described in clause 2.4.3 above).

3.

Variation

3.1

With effect from the Amendment Date MAL and NIO agree that the Contract will be amended as set out in Schedule 1.

3.2

With effect from the Novation Date, immediately following the novation and transfer of the Contract in accordance with clause 2 above all references to Forseven in the Contract (including any reference to the “parties” or a “party” which is intended to or understood as referring to Forseven) shall be read and construed as references to MAL.

3.3

With effect from the Novation Date, all references to “Licensed Affiliate” in the Contract (as amended pursuant to Clause 4.1 and Schedule 1) shall be deemed deleted, and all rights and obligations of the “Licensed Affiliate” shall be deemed assumed by the Licensee (i.e. McLaren Automotive Limited) as the sole Licensee under the Agreement.

3.5

To the extent there is any conflict between the terms of the Contract and this Deed, the terms of this Deed will prevail.

4.

Counterparts

4.1

This Deed may be executed in any number of separate counterparts, each of which when executed and delivered shall be an original, and such counterparts taken together shall constitute one and the same Deed. No counterpart shall be effective until each party has delivered a duly executed counterpart to each other party.

5.

Entire Agreement

5.1

The parties agree that this Deed constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. Each party acknowledges and agrees that in entering into this Deed it has not relied on, and hereby waives any rights or remedies it may have in relation to, any oral or written statements, collateral or other warranties, assurances, undertakings or representations which were made by or on behalf of any other party in relation to the subject matter of this Deed at any time prior to its signature, other than those which are expressly stated in this Deed. For the avoidance of doubt, nothing in this clause 6.1 shall exclude or restrict the liability of a party arising out of fraud or fraudulent misrepresentation.

6.

Further assurance

6.1

Each of the parties shall, at the reasonable request of any other party, perform all acts and sign, execute, and deliver all Deeds and documents for the purpose of giving full effect to this Deed.

7.

Variation

7.1

No variation of this Deed shall be valid or effective unless it is in writing, refers to this Deed and is duly signed or executed (as the case may be) by, or on behalf of, each of the parties.

8.

Third Party Rights

8.1

No one other than a party to this Deed shall have any right to enforce any of its provisions.

9.

Governing law & Jurisdiction

9.1

This Deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Singapore, excluding the application of its conflict of law rules.

9.2

In the event of any disputes arising out of or relating to this Deed, the party claiming that the dispute has arisen must give written notice to the other party (the “Notice of Dispute”) and parties shall seek resolution through amicable negotiation. If negotiation fails after 10 Business Days of one party issuing the Notice of Dispute, any dispute arising out of or in connection with this Deed, 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 in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of three arbitrators. The seat of the arbitration shall be Singapore. The arbitration proceedings shall be conducted in English. The arbitration award shall be final and binding upon the parties.

9.3

Without prejudice to any other rights or remedies that the other party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Deed by them. Accordingly, each party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Deed.