Exhibit
10.1


 


AGREEMENT


 


This
agreement (hereinafter referred to as the "Agreement") is made and entered into on this   22nd day
of October,
2013
("Effective Date"),
by
and between;


 


Confederate
Motors, a company registered and incorporated under the laws of Delaware,
with
registration number 3965543 having its registered office at 3029 Second Avenue South, Birmingham, AL 35233 ,being
represented through H. Matthew Chambers ,
Chairman
of the Board, President and CEO,
authorized
via Board Resolution dated August 1, 2013 (hereinafter referred to as "Company" which expression shall,
unless
it is repugnant to the context thereof ,
be
deemed to mean and include its nominees,
successors
and permitted assigns) of the FIRST PART;


 


And


 


RHITI
SPORTS MANAGEMENT LIMITED, a company registered under the laws of England and Wales and incorporated under Companies Act 2006,
with company number 8621919 ,
having
its registered office at 36 Upper Brook Street,
London,
United
Kingdom W1K 7QJ, being represented through its director Mr.Arun Pandey (hereinafter referred to as "Rhiti",
which
expression shall unless it is repugnant to the context thereof ,
be
deemed to mean and include its nominees, successors and permitted assigns) of the SECOND PART.


 


"Company
"
and
"Rhiti" are hereinafter collectively referred to as "Parties" and individually as "Party"


 


WHEREAS:  





 


		1.	Company
                                         is inter-alia engaged in the business of manufacturing of automobiles.
		2.	Company
                                         is desirous of engaging Rhiti to provide services described herein and Rhiti agrees to
                                         provide the services in accordance with the terms and conditions contained in this Agreement
                                         .
		3.	THEREFORE
                                         ,
                                         the
                                         Parties herein are desirous of putting the terms of the arrangement in writing
                                         and have
                                         agreed to enter into this Agreement on the terms and conditions set forth hereinafter.






 


NOW
THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS UNDER:


 


		1.	Appointment
                                         of Rhiti:



		a)	The
                                         Company hereby appoints Rhiti to conduct market research and survey for its line of products
                                         in United Kingdom ("Territory") and Rhiti hereby accepts its appointment.
		b)	It
                                         is expressly agreed between the Parties that, the arrangement with Rhiti under this Agreement
                                         is on an exclusive basis and the Company shall not enter into any arrangement and/ or
                                         agreement with respect to the scope of work contemplated herein with any other person(s)
                                         / entity(ies) any time during the Term (defined later) of this Agreement .






 


		2.	Fee:



		a)	Subject
                                         to the provisions hereof,
                                         Rhiti
                                         shall be entitled to a fee of GBP 20,000/
                                         - (Great Britain Pound Twenty Thousand Only) (hereinafter referred to as the "Fee")
                                         for undertaking the work as defined under clause 1 of this Agreement.
		b)	The
                                         Company shall pay Rhiti its Fee, within 30(thirty) days from the date of receipt of the
                                         invoice from Rhiti.
		c)	All
                                         payments to Rhiti shall be subject to tax deductions under applicable laws.






 






    	 



    	 



    




  


		3.	Representation
                                         and Warranties of the Parties: Each Party hereto represents and warrants to the other
                                         that:



		a)	it
                                         is duly organized and validly existing under the laws of the jurisdiction of its
                                         establishment
                                         or incorporation;
		b)	it
                                         has full legal power and authority to carry on its business and to enter into this Agreement.
		c)	this
                                         Agreement shall,
                                         when
                                         executed, constitute legal,
                                         valid
                                         and binding obligations of
                                         such
                                         Party, enforceable against it in accordance with its terms;
		d)	neither
                                         the execution of, nor the performance of its obligations under,
                                         this
                                         agreement ,
                                         will
                                         conflict with, or result in a breach of terms and conditions, or constitute a default
                                         under,
                                         or
                                         result in any violation of any law,
                                         rule,
                                         regulation,
                                         authorization or approval of any Governmental Authority in the jurisdiction of its incorporation,
                                         or of any agreement to which it is a party or is subject; and
		e)	Each
                                         Party agrees and acknowledges that the other Party is entering into this
                                         Agreement
                                         on the basis of the representations and warranties set out in this Agreement of the other
                                         Party and is relying on the accuracy and completeness of such representations and warranties.
		f)	Each
                                         of the Parties agrees to perform its work as provided under this Agreement and
                                         comply
                                         with all applicable laws, rules,
                                         regulations
                                         and Government orders.






 


		4.	Confidentiality:



		a)	Each
                                         of the Parties agrees,
                                         accepts
                                         and recognizes that the Confidential Information which may be provided or communicated
                                         by either Party to the other Party in connection with this Agreement and/ or in the course
                                         of performance under this Agreement ,
                                         shall
                                         be and shall remain the sole property of the Party providing such Information and shall
                                         be of a strictly private and confidential nature and shall be treated as confidential
                                         by the other Party.
		b)	During
                                         the Term of this Agreement and for a period of 3(three)
                                         years
                                         thereafter, the Confidential
                                         Information shall be held in confidence by the Parties. No Party shall disclose,
                                         publish,
                                         release,
                                         transfer
                                         or otherwise make available Confidential Information in any form
                                         to any third party other than its Affiliates without a prior written consent by the Party
                                         providing the Confidential
                                         Information.
                                         Neither
                                         Party shall make use of any such Confidential Information for any purpose whatsoever
                                         which is not required for the discharge of its obligations under this Agreement ,
                                         or
                                         to the disadvantage of the Party providing the Confidential Information,
                                         nor
                                         shall the Party receiving such Confidential Information divulge it to anyone other than
                                         the Party providing the Information or persons designated or authorized by such Party.
		c)	All
                                         Confidential Information shall be returned forthwith by the Party receiving such
                                         Confidential Information to the
                                         Party providing the Confidential Information on the expiry/ termination of this Agreement
                                         or on demand by the Party providing the Confidential Information.






 


		5.	Term:



		a)	This
                                         Agreement shall be effective from the Effective Date and shall be valid for a period
                                         of 6(six) months from the Effective Date (hereinafter referred to as the "Term").
		b)	This
                                         Agreement may be extended for further terms with mutual consent of the Parties
                                         in
                                         writing.






 


		6.	Termination:
                                         This Agreement may be terminated:



		a)	With
                                         mutual consent of the Parties; or
		b)	If
                                         either Party goes into liquidation (other than a voluntary liquidation for the purposes
                                         of reconstruction
                                         and where all the rights and obligations are validly assigned), administration or receivership
                                         or ceases to carry on its business or is otherwise insolvent or unable to pay its debts
                                         on time.



  


Notwithstanding
such termination the subsisting rights and obligations of the parties at the time
of this Agreement shall survive.


 






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		7.	Dispute
                                         Resolution:



		a)	The
                                         Parties shall negotiate in good faith and use reasonable efforts
                                         to settle any dispute,
                                         difference
                                         or claim raised,
                                         arising
                                         out of or in connection with this Agreement including the construction,
                                         validity,
                                         execution, performance, termination or breach hereof (a 'Dispute').
		b)	If
                                         the Parties are unable to resolve the Dispute amicably within 30 days,
                                         from
                                         the date either
                                         Party is informed in writing from the other Party that a Dispute exists, any Party to
                                         the Dispute may serve written notice on the other Party requiring that the Dispute shall
                                         be referred to and finally resolved by arbitration under the LCIA Rules,
                                         which
                                         Rules are deemed to be incorporated by reference into this clause.
		c)	Arbitration
                                         proceeding shall be conducted by sole arbitrator appointed with the mutual
                                         consent
                                         of the Parties.
                                         The
                                         seat,
                                         or
                                         legal place,
                                         of
                                         arbitration shall be London. The language to be used in the arbitral proceedings shall
                                         be English.
		d)	The
                                         written decision/ award rendered by the arbitrator shall be final,
                                         binding,
                                         and
                                         conclusive
                                         upon both the Parties.






 


		8.	Miscellaneous:



		a)	Notice:
                                         All
                                         notices required or permitted hereunder shall be in writing and in the English language
                                         and shall be sent by recognized courier or by facsimile transmission (with confirming
                                         facsimile receipt) addressed to the address of each Party set forth hereinabove, or to
                                         such other address as such other Party shall have communicated to the other Party in
                                         writing.
		b)	Assignment
                                         :
                                         This
                                         Agreement and the respective rights,
                                         benefits
                                         and obligations embodied
                                         herein shall not be assignable by either Party without the prior written consent of the
                                         other Party hereto,
                                         which
                                         consent shall not be unreasonably
                                         withheld.
                                         Any
                                         purported assignment in contravention of this section shall be of no force or effect.
		c)	Waiver:
                                         Save where this Agreement expressly provides,
                                         neither
                                         Party shall be deemed to
                                         have waived any right,
                                         power,
                                         privilege
                                         or remedy under this Agreement unless such Party shall have delivered to the other Party
                                         a written waiver signed by an authorized officer of such waiving Party.
                                         No
                                         failure or delay on the part
                                         of
                                         either Party in exercising any right,
                                         power,
                                         privilege or remedy hereunder shall operate as a waiver, default or acquiescence thereof
                                         ,
                                         nor
                                         shall any waiver on the part of either Party of any right,
                                         power,
                                         privilege
                                         or remedy hereunder operate as a waiver
                                         of
                                         any other right, power,
                                         privilege
                                         or remedy,
                                         nor
                                         shall any single or partial exercise of any right,
                                         power,
                                         privilege or remedy hereunder preclude any other or further exercise thereof or the exercise
                                         of any other right,
                                         power,
                                         privilege
                                         or remedy hereunder.
		d)	Severabili
                                         tv: If any provision of this Agreement or any part thereof is held by a court of
                                         competent jurisdiction to be invalid or is rendered void,
                                         illegal
                                         or un-enforceable
                                         in any respect under any law,
                                         the
                                         same shall be replaced by and any omission shall be remedied by a corresponding provision
                                         which come as close as legally and commercially possible to the express or implied intention
                                         of the Parties and the validity,
                                         legality
                                         and enforceability of the remaining provision shall not in any way be affected or impaired
                                         thereby .
		e)	Amendments
                                         /
                                         Modifications:
                                         No
                                         amendments and/ or modifications to this Agreement
                                         shall
                                         be valid unless executed in writing and signed by both the Parties.
		f)	Jurisdiction
                                         and Applicable Laws: Any dispute arising out of this Agreement and/ or the arbitration
                                         proceeding shall be subject to exclusive jurisdiction of courts of England and Wales.
                                         This Agreement shall be governed by and construed in all respect in accordance with the
                                         law of England and Wales.
		g)	Entire
                                         Agreement: This Agreement contains the entire agreement of the Parties with
                                         respect
                                         to the subject matter of this Agreement and supersedes all previous
                                         communications,
                                         representations,
                                         understandings and agreements,
                                         either
                                         oral or written,
                                         between
                                         the parties with respect to the said subject matter.



 



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IN
WITNESS WHEREOF, the
Parties hereto have signed this Agreement on the day and year first above written.


  








	DATE:	Dec. 24, 2013	 	DATE:	November 16, 2013             
	 	 	 	 	 
	 	/s/ H. Matthew Chambers	 	/s/ Arun Pandey
	Signed and Delivered by the within named "Company"	 	Signed and Delivered by the within named "Rhiti"
	 	 	 
	Name: H. Matthew Chambers	 	Name: Arun Pandey
	Title: Chairman of the Board, CEO and President	 	Title: 


 


Witnesses:


 


	1.	Pamela Miller	 
	2.	James Chambers	 


 






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 ADDENDUM  


This
amendment to the Agreement dated October
22, .2013 ("Agreement")
is made on this 24th day of December, 2013 (hereinafter referred to as the "Addendum") by and between;


  


RHITI
SPORTS MANAGEMENT LIMITED, a company registered under the
laws
of England and Wales and incorporated under Companies Act 2006, with company number 8621919, having its registered office at 36
Upper Brook Street, London, United Kingdom W1 K 7QJ, being represented
through
its director Mr.Arun Pandey (hereinafter
referred
to as the "Rhiti"
which
expression shall include, unless repugnant to
the
meaning or context thereof, its successors, affiliates and permitted assigns) of the FIRST PART;


 


AND


 


Confederate
Motors, a company registered
and incorporated under
the laws of Delaware, with registration number 3965543, having its registered
office at 3029 Second
Avenue South, Birmingham, AL ,being
represented through
H. Matthew Chambers, CEO, Chairman of the Board, and President,
authorized via
Board Resolution dated
August 1, 2013 (hereinafter referred
to as "Company"
which expression shall,
unless it
is repugnant to the
context thereof, be
deemed to mean and
include its nominees, successors and permitted assigns) of
the SECOND PART;


 


"Rhiti"
and "Company" are
hereinafter collectively referred to as the "Parties" and individually as the "Party".


  


WHEREAS:


 


	I		Parties
                                                                                                                                                                                                                               entered
                                                                                                                                                                                                                               into
                                                                                                                                                                                                                               an
                                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                                               dated
                                                                                                                                                                                                                               October
                                                                                                                                                                                                                               22,
                                                                                                                                                                                                                               2013.
	 	 	 






	II		Pursuant
                                         to the execution of the Agreement, the Parties feel that the business relationship will
                                         be a beneficial and a long term association between the
                                         Parties
                                         and therefore, the Parties are desirous to revise the following clause of the Agreement.



 


	III		This
                                         Addendum, therefore, shall act as an amendment to the Agreement and execution of this
                                         Addendum shall in no manner relieve the Parties from abiding to
                                         the
                                         terms and conditions set forth in
                                         the Agreement
                                         or alter or amend any other terms of the Agreement except the clause mentioned
                                         herein
                                         below.



  


NOW
THIS AGREEMENT WITNESSETH AS UNDER:


 


Clause
2 shall be replaced with:


 


		(a)	Subject
                                         to
                                         the
                                         provisions hereof, Rhiti
                                         shall
                                         be entitled to
                                         5.664%
                                         of equity shares of the Company (i.e.
                                         1,765,588
                                         equity shares) for undertaking the work as defined under the Agreement (hereinafter
                                         referred
                                         to as the "Fee").
		(b)	The
                                         Company shall within 30(thirty) days from the date of execution of this Addendum, take
                                         all necessary steps and complete any and all necessary documents for the sale of
                                         5.664
                                         %
                                         equity
                                         shares (i.e.
                                         1,765,588
                                         equity shares) to Rhiti.



 


All
capitalized terms
used
herein and not defined shall have the meaning assigned to them in the Agreement.


 






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IN
WITNESS WHEREOF the Parties hereto have executed this Addendum on the day and year first mentioned above.


 





	DATE:	Dec.
    24, 2013	 	DATE:	Dec
    24, 2013             
	 	 	 	 	 
	/s/
    Arun Pandey	 	/s/ H.
    Matthew Chambers
	Signed
    and Delivered
    by the within
    named "Rhiti"	 	Signed
    and Delivered
    by the within
    named "Company"
	 	 	
	Name:
    Arun Pandey	 	Name:	H.
    Matthew Chambers
	Title:	 	Title:	Chairman
    of the Board, CEO and President


 





Witnesses:


 


	1.	Varun Jindal	 	 	1.	Pamela Miller
	 	 	 	 	2.	James Chambers


 





 


 


 


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