AutoChina
International Limited


 


Executive
Employment Agreement


 


This EXECUTIVE EMPLOYMENT AGREEMENT (the
"Agreement"), entered into as of April 9, 2012, by and between AutoChina International Limited, a company organized
under the laws of the Cayman Islands (the "Company") and Lei Chen (the "Executive") (collectively,
the "Parties"). 


 


RECITALS


 


A.           The
Company desires to employ the Executive as its Senior Vice President and to assure itself of the services of the Executive for
the Period of Employment (as defined below).


 


B.           The
Executive desires to be employed by the Company as its Senior Vice President for the Period of Employment and upon the terms and
conditions of this Agreement.


 


AGREEMENT


 


ACCORDINGLY, the Parties agree as follows:


 


1.          Term
of Employment. The Company shall employ the Executive to render services to the Company in the position and with the duties
and responsibilities described in Section 2 for a period of three (3) years starting from the date of this Agreement (the "Period
of Employment"), unless the Period of Employment is terminated sooner in accordance with Sections 4 or 5 below or extended
upon mutual agreement of the Parties.


 


2.          Position,
Duties, Responsibilities. 


 


2.1        Position.
The Executive shall render services to the Company in the position of Senior Vice President and shall perform all services appropriate
to that position as well as such other services as may reasonably be assigned by the Company, including serving as the Senior Vice
President of Hebei Chuanglian Trade Co., Ltd. (), an indirectly wholly-owned subsidiary of the Company established in
the People's Republic of China (the "PRC") ("Chuanglian") and any other direct or indirect subsidiary
of the Company. The Executive's principal place of employment shall be at any location decided by the board of directors of the
Company. The Executive shall devote his best efforts and full-time attention to the performance of his duties. The Executive shall
report to the board of directors of the Company.


 


2.2        Other
Activities. Except upon the prior written consent of the board of directors of the Company, the Executive shall not (i) accept
any other employment (except for academic employment, position in industrial or professional associations, non-executive director
of other companies which do not compete with the Company's business provided that such other companies purchase director liability
insurance), (ii) engage, invest or assist, directly or indirectly, in any other business activity (whether or not pursued
for pecuniary advantage) that is or may be in conflict with, or that might place the Executive in a conflicting position to that
of the Company or (iii) act as the legal representative or an executive officer of another company (excluding any affiliates of
the Company) within or outside the PRC.


 



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2.3        Execution
of Chuanglian Employment Agreement. The Executive shall upon request of the Company execute an employment agreement with Chuanglian
or any other direct or indirect subsidiary of the Company (in each case, a "Subsidiary Employment Agreement")
in accordance with PRC laws and regulations, in the form substantially identical to this Agreement except for adjustments or alterations
required to comply with the relevant laws and regulations of the PRC.


 


3.          Compensation
and Holiday. In consideration of the services to be rendered under this Agreement, the Executive shall be entitled to the following:


 


3.1        Base
Salary. The Company and the Executive shall agree to a "Base Salary," subject to adjustment in accordance
with Section 3.2 below. The Base Salary shall be paid in accordance with the Company's regularly established payroll practices.


 


3.2        Salary
Adjustment. The Executive's Base Salary will be reviewed from time to time in accordance with the established procedures of
the Company for adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company.


 


3.3        Benefits.
The Executive shall be eligible to participate in the benefits made generally available by the Company to similarly-situated executives,
in accordance with the benefit plans established by the Company (including the Company’s Equity Incentive Plan), and as may
be amended from time to time in the Company's sole discretion.


 


3.4        Bonus.
The Executive shall not be entitled to any bonus unless otherwise approved by the board of directors of the Company in its sole
discretion.


 


3.5        Holidays.
The Executive shall be entitled, in addition to applicable statutory public holidays, to take (14) working days as paid holiday
in each full calendar year. If the Executive's employment commences or terminates part way through a calendar year, his entitlement
to holidays will be assessed on a pro-rata basis in accordance with the Company's holiday policy, as it may change from time to
time.


 


3.6        Insurance.
The Company shall purchase life insurance and medical insurance for the Executive pursuant to applicable standards.


 


3.7        Others.
The salary and welfare provided respectively in the Subsidiary Employment Agreements and this Agreement shall not be cumulative.
If there is any discrepancy between the above provisions in Article 3 herein and the salary and other welfare provided in the Subsidiary
Employment Agreements, the Executive shall, in addition to the salary and welfare provided in the Subsidiary Employment Agreements,
be entitled to the additional amount of the salary and welfare (if any) provided in this Agreement only to the extent it exceeds
those provided in the Subsidiary Employment Agreements.


 



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4.          Termination
By Company. 


 


4.1        Termination
for Cause. For purposes of this Agreement, "For Cause" shall mean the occurrence of any of the following,
subject only to any statutory requirement of any applicable law: (i) the failure of the Executive to properly carry out his duties
after notice by the Company of the failure to do so and a reasonable opportunity for the Executive to correct the same within a
reasonable period specified by the Company; (ii) any breach by the Executive of one or more provisions of any written agreement
with, or written policies of, the Company or his fiduciary duties to the Company likely to cause material harm to the Company and
its affiliates, at the Company's reasonable discretion, or (iii) any theft, fraud, dishonesty or serious misconduct by the Executive
involving his duties or the property, business, reputation or affairs of the Company and its affiliates. The Company may terminate
the Executive's employment For Cause at any time, without any advance notice or payment in lieu of notice. The Company shall pay
to the Executive all compensation prescribed under Section 3 hereof to which the Executive is entitled up through the date of termination,
subject to any other rights or remedies of the Company under law, and thereafter all obligations of the Company under this Agreement
shall cease.


 


4.2        By
Death. The Executive's employment shall terminate automatically upon the Executive's death. The Company shall pay to the Executive's
beneficiaries or estate, as appropriate, any compensation then due and owing under Section 3 hereof to which the Executive is entitled
up through the date of termination, subject to any other rights or remedies of the Company under law, and thereafter all obligations
of the Company under this Agreement shall cease. Nothing in this section shall affect any entitlement of the Executive's heirs
or devisees to the benefits of any life insurance plan or other applicable benefits, if any. If the Executive dies during the course
of or in connection with the performance of his duty, subject to applicable laws, the Company shall pay to the Executive's beneficiaries
or estate, as appropriate, a special compensation not exceeding the annual Base Salary as provided in Article 3.1 above, as decided
by the board of directors of the Company.


 


4.3        By
Disability. If the Executive becomes eligible for the Company's long-term disability benefits or if, in the sole opinion
of the Company, the Executive is unable to carry out the responsibilities and functions of the position held by the Executive by
reason of any physical or mental impairment for more than ninety (90) consecutive days or more than one hundred twenty (120) days
in any twelve-month period, then, to the extent permitted by law, the Company may terminate the Executive's employment. The Company
shall pay to the Executive all compensation prescribed under Section 3 hereof to which the Executive is entitled up through the
date of termination, and thereafter all obligations of the Company under this Agreement shall cease. Nothing in this section shall
affect the Executive's rights under any disability plan in which the Executive is a participant, if any.


 


4.4        Other
Termination by Company. In addition to Sections 4.1 through 4.3, the Company may at any time terminate the employment of the
Executive without cause by giving one (1) month written notice to the Executive, in which case the Executive will be eligible to
receive an amount equal to three (3) months of the then-current Base Salary of the Executive payable in the form of salary continuation.
Such severance shall be reduced by any remuneration paid to the Executive because of the Executive's employment or self-employment
during the severance period, and the Executive shall promptly report all such remuneration to the Company in writing. The Executive's
eligibility for severance is conditioned on the Executive having first signed a Termination Certificate in the form attached as
Exhibit A. The Executive shall not be entitled to any severance payments if the Executive's employment is terminated For
Cause, by death or by disability (as provided above) or if the Executive's employment is terminated by the Executive for any reason
other than Good Reason, as defined below.


 



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5.          Termination
By Executive. 


 


5.1        Termination
by Executive other than for Good Reason. The Executive may terminate employment with the Company at any time for any reason
or no reason at all, upon three (3) months' advance written notice. During such notice period the Executive shall continue to diligently
perform all of the Executive's duties hereunder. The Company shall have the option, in its sole discretion, to make the Executive's
termination effective at any time prior to the end of such notice period as long as the Company pays the Executive all compensation
under Section 3 hereof to which the Executive is entitled up through the last day of the three (3) months' notice period. Thereafter
all obligations of the Company shall cease. Unless the Executive terminates his employment for Good Reason, as provided in Section
5.2, no severance or other separation benefits shall be paid to the Executive.


 


5.2        Termination
for Good Reason After Change in Control. The Executive's termination shall be for Good Reason (as defined below)
if the Executive provides written notice to the Company of the Good Reason within three (3) months of the event constituting Good
Reason and provides the Company with a period of twenty (20) days to cure the Good Reason and the Company fails to cure the Good
Reason within that period. For purposes of this Agreement, "Good Reason" shall mean a material reduction in the
Executive's Base Salary, except for reductions that are comparable to reductions generally applicable to similarly situated executives
of the Company if (i) such reduction is effected by the Company without the consent of the Executive and (ii) such event
occurs within three (3) months after a Change in Control (as hereinafter defined). For purposes of this Agreement, a "Change
in Control" of the Company shall be deemed to have occurred when: (i) the shareholders of the Company approve a merger
or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the shareholders
of the Company immediately prior thereto holding fifty percent (50%) or more of the outstanding voting securities of the Company
or the surviving entity immediately after such merger or consolidation; or (ii) the shareholders of the Company approve either
a plan of liquidation or dissolution of the Company or an agreement for the sale, lease, exchange or other transfer or disposition
by the Company of fifty-percent (50%) or more of the Company's assets. If the Executive terminates his employment for Good Reason,
the Executive will be eligible to receive an amount equal to one (1) month of the Executive's then-current Base Salary payable
in the form of salary continuation. Thereafter all obligations of the Company or its successor under this Agreement shall cease.
Any severance shall be reduced by any remuneration paid to the Executive because of the Executive's employment or self-employment
during the severance period, and the Executive shall promptly report all such remuneration to the Company or its successor in
writing. The Executive's eligibility for severance is conditioned on the Executive having first signed a Termination Certificate
in the form attached as Exhibit A.


 


6.          Termination
Obligations. 


 


The Executive agrees that on or before termination
of employment, he will promptly return to the Company all documents and materials of any nature pertaining to his work with the
Company, including all originals and copies of all or any part of any Proprietary Information or Inventions (as defined below)
along with any and all equipment and other tangible and intangible property of the Company. The Executive agrees not to retain
any documents or materials or copies thereof containing any Proprietary Information or Inventions.


 



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The Executive further agrees that: (i)
all representations, warranties, and obligations under Articles 6, 7, 8, 10, 11, 12, 14.1, 14.2 and 14.3 contained in this Agreement
shall survive the termination of the Period of Employment; (ii) the Executive's representations, warranties and obligations under
Articles 6, 7, 8, 10, 11, 12, 14.1, 14.2 and 14.3 shall also survive the expiration of this Agreement; and (iii) following any
termination of the Period of Employment, the Executive shall fully cooperate with the Company in all matters relating to his continuing
obligations under this Agreement, including but not limited to the winding up of pending work on behalf of the Company, the orderly
transfer of work to the other employees of the Company, and the defense of any action brought by any third party against the Company
that relates in any way to the Executive's acts or omissions while employed by the Company. The Executive also agrees to sign
and deliver the Termination Certificate attached hereto as Exhibit A prior to his termination of employment with the Company.


 


7.          Post-Termination
Activity. 


 


7.1        No
Use of Proprietary Information. The Executive acknowledges that the pursuit of the activities forbidden by this subsection
would necessarily involve the use or disclosure of Proprietary Information in breach of this Agreement, but that proof of such
a breach would be extremely difficult. To forestall such disclosure, use, and breach, and in consideration of the employment under
this Agreement, the Executive also agrees that while employed by the Company, and for a period of one (1) year after termination
of the Executive's employment, the Executive shall not, directly or indirectly:


 


(i)          divert
or attempt to divert from the Company or any Affiliate ("Affiliate" shall mean any person or entity that directly,
or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such entity).
For the purposes of this definition "control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract
or otherwise, and includes (x) ownership directly or indirectly of 50% or more of the shares in issue or other equity interests
of such person, (y) possession directly or indirectly of 50% or more of the voting power of such person or (z) the power directly
or indirectly to appoint a majority of the members of the board of directors or similar governing body of such person, and the
terms "controlling" and "controlled" have meanings correlative to the foregoing) any business
of any kind in which it is engaged, including, without limitation, soliciting business from or performing services for, any persons,
company or other entity which at any time during the Executive's employment by the Company is a client, supplier, or customer of
the Company or prospective client, supplier, or customer of the Company if such business or services are of the same general character
as those engaged in or performed by the Company;


 



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(ii)         solicit
or otherwise induce any person to terminate his employment or consulting relationship with the Company or any Affiliate; and


 


(iii)        engage,
invest or assist in any business activity that directly or indirectly competes with any business plan of the Company or any Affiliate.


 


In addition, because the Executive acknowledges
the difficulty of establishing when any intellectual property, invention, or proprietary information is first conceived or developed
by the Executive, or whether it results from access to Proprietary Information or the Company equipment, supplies, facilities,
or data, the Executive agrees that any intellectual property, invention, or proprietary information shall be reported to the Company
and, unless proven otherwise to the reasonable satisfaction of the Company, shall be presumed to be an Invention for the purpose
of this Agreement and shall be subject to all terms and conditions hereof, if reduced to practice by the Executive or with the
aid of the Executive within one (1) year after termination of the Period of Employment.


 


7.2        No
Competition. Notwithstanding Section 7.1 above, while employed by the Company and for a period equal to the greater of one
(1) year after the termination of the Executive's employment with the Company for any reason whatsoever, the Executive shall not,
directly or indirectly, as an executive, employer, employee, consultant, agent, principal, partner, manager, stockholder, officer,
director, or in any other individual or representative capacity, engage or participate in any business within the PRC and/or Hong
Kong that is competitive with the business of the Company or any Affiliate. Notwithstanding the foregoing, the Executive may own
less than one percent (1%) of any class of stock or security of any corporation listed on an internationally recognized securities
exchange which competes with the Company.


 


7.3        Enforceability.
The covenants of this Article 7 are several and separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Article 7 relating to the time period or geographic area of the restrictive
covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable,
that such court deems reasonable and enforceable, then this Agreement shall automatically be considered to have been amended and
revised to reflect the maximum time period or geographic area that such court deems enforceable.


 


7.4        Independent
Covenants. All of the covenants in this Article 7 shall be construed as an agreement independent of any other provision in
this Agreement, and the existence of any claim or cause of action of the Executive against the Company or any of its Affiliates,
whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants.


 



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8.          Proprietary
Information.


 


The Executive agrees during his employment
with the Company and within three (3) years thereafter, to hold in strictest confidence and trust, and not to use or disclose to
any person, firm or corporation any Proprietary Information without the prior written consent of the Company, except as necessary
in carrying out his duties as an employee of the Company for the benefit of the Company. "Proprietary Information"
means any information of a proprietary, confidential or secret nature that may be disclosed to the Executive that relates to the
business of the Company or of any parent, subsidiary, Affiliate, customer or supplier of the Company or any other party with whom
the Company agrees to hold information of such party in confidence ("Relevant Parties"). Such Proprietary Information
includes, but is not limited to, Inventions (as defined below), research, product plans, products, services, business strategies,
personnel information, customer lists, customers, markets, technical information, forecasts, marketing, finances or other business
information of the Company and its Affiliates. This information shall remain confidential whether it was disclosed to the Executive
either directly or indirectly in writing, orally or by drawings or observation. The Executive understands that Proprietary Information
does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act
of the Executive or others who were under confidentiality obligations as to the items involved.


 


9.          Former
Employer Information.


 


The Executive agrees that he will not, during
his employment with the Company, improperly use or disclose any proprietary information or trade secrets, or bring onto the premises
of the Company any unpublished document or proprietary information belonging to any former or concurrent employer or other person
or entity (excluding Chuanglian and any other direct or indirect subsidiary of the Company).


 


10.         Third
Party Information.


 


The Executive recognizes that the Company
has received and in the future will receive confidential or proprietary information from third parties. The Executive agrees to
hold all such confidential or proprietary information in the strictest confidence and trust, and not to disclose it to any person,
firm or corporation or to use it except as necessary in carrying out his work for the Company consistent with the Company's agreement
with such third party.


 


11.         No
Conflict.


 


The Executive represents and warrants that the
Executive's execution of this Agreement, his employment with the Company, and the performance of his proposed duties under
this Agreement shall not violate any obligations he may have to any former employer or other party, including any obligations
with respect to proprietary or confidential information or intellectual property rights of such party.


 


12.         Inventions.



 


12.1       Inventions
Retained and Licensed. The Executive has attached, as Exhibit C, a list describing all inventions, original works of
authorship, developments, improvements, and trade secrets which were made by the Executive prior to the Executive's employment
with the Company ("Prior Inventions"), which belong to the Executive, and which relate to the Company's actual
and/or proposed business, products or research and development. If, in the course of his employment with the Company, the Executive
incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which the Executive has
an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license
to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.


 



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12.2       Assignment
of Inventions. The Executive agrees that he will promptly make full written disclosure to the Company, will hold in trust for
the sole right and benefit of the Company, and hereby irrevocably assign to the Company, or its designee, all the Executive's right,
title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs,
drawings, discoveries, ideas, formulas, processes, compositions of matter, software, databases, mask works, computer programs (including
all source codes) and related documentation, algorithms, engineering and reverse engineering, technology, hardware configuration
information, logos, trade names, trademarks, patents, patent applications, copyrights, trade secrets or know-how, which the Executive
may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice ("Inventions"),
while the Executive is employed by the Company. The Executive further acknowledges that all original works of authorship which
are made by the Executive (solely or jointly with others) within the scope of and during his employment with the Company and which
are protectible by copyright are "works made for hire," as that term is defined in the United States Copyright
Act and that the Company will be considered the author and owner of such works. The Executive understands and agrees that the decision
whether or not to commercialize or market any Invention developed by the Executive solely or jointly with others is within the
Company's sole discretion and for the Company's sole benefit and that no royalty will be due to the Executive as a result of the
Company's efforts to commercialize or market any such Invention.


 


12.3       Waiver
of Moral Rights. To the utmost extent legally permitted, the Executive also hereby forever waives and agrees never to assert
any and all Moral Rights (as defined below) he may have in or with respect to any Invention, even after termination of his work
on behalf of the Company. "Moral Rights" mean any rights to claim authorship of an Invention to object to or
prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention,
and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of
whether or not such right is denominated or generally referred to as a "moral right."


 


12.4       Maintenance
of Records. The Executive agrees to keep and maintain adequate and current written records of all Inventions made by the Executive
(solely or jointly with others) during the Executive's employment with the Company. The records will be in the form of notes, sketches,
drawings, and any other format that may be specified by the Company. The records will be provided to, and remain the sole property
of, the Company at all times.


 


12.5       Patent
and Copyright Registrations. The Executive agrees to assist the Company, or its designee, at the Company's expense, in every
proper way, to secure the Company's rights in the Inventions and any copyrights, patents, mask work rights, trade secret rights
or other intellectual property rights relating thereto in any and all countries. The Executive will disclose to the Company all
pertinent information and data which the Company deems necessary for the execution of all applications, specifications, oaths,
assignments and execute all instruments necessary to apply for and obtain such rights and in order to assign and convey to the
Company, its successors, assigns, and nominees, the sole and exclusive right, title and interest in and to such Inventions, and
any copyrights, patents, mask work rights, or other intellectual property rights relating thereto. The Executive further agrees
that the Executive's obligation to execute or cause to be executed, when it is in the Executive power to do so, any such instrument
or papers shall continue after the termination of this Agreement. If the Company is unable, because of the Executive's mental or
physical incapacity or for any other reason, to secure his signature to apply for or to pursue any application for any patents
or copyright registrations covering the Inventions assigned to the Company as above, then the Executive hereby irrevocably designates
and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in the Executive's
behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution
and issuance of letters, patent or copyright registrations thereon with the same legal force and effect as if executed by the Executive.


 



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13.         Alternative
Dispute Resolution. 


 


The Company and Executive mutually agree
that any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between
the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties
hereto. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy
within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Hong Kong
under the auspices of the Hong Kong International Arbitration Centre.


 


14.         Miscellaneous.



 


14.1       Continuing
Obligations. The obligations in this Agreement will continue in the event that the Executive is hired, renders services to
or for the benefit of or is otherwise retained at any time by any present or future Affiliates of the Company. Any reference to
the Company in this Agreement will include such Affiliates. Upon the expiration or termination for any reason whatsoever of this
Agreement, the Executive shall forthwith resign from any employment of office with an Affiliate of the Company unless the board
of directors of the Company requests otherwise.


 


14.2       Notification.
The Executive hereby authorizes the Company to notify his actual or future employers of the terms of this Agreement and his responsibilities
hereunder.


 


14.3       Name
and Likeness Rights. The Executive hereby authorizes the Company to use, reuse, and to grant others the right to use and reuse,
his name, photograph, likeness (including caricature), voice, and biographical information, and any reproduction or simulation
thereof, in any media now known or hereafter developed (including but not limited to film, video and digital or other electronic
media), both during and after his employment, for whatever purposes the Company deems necessary.


 


14.4       Injunctive
Relief. The Executive understands that in the event of a breach or threatened breach of this Agreement by him, the Company
may suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.


 



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14.5       Legal
Fees. In any dispute arising under or in connection with this Agreement, the prevailing party shall be entitled to recover
reasonable attorney's fees.


 


14.6       Entire
Agreement. This Agreement, including the exhibits attached hereto, is intended to be the final, complete, and exclusive statement
regarding their subject matter, except for other agreements specifically referenced herein. Unless otherwise specifically provided
for herein, this Agreement supersedes all other prior and contemporaneous agreements and statements pertaining to this subject
matter, and may not be contradicted by evidence of any prior or contemporaneous statements or agreements. To the extent that the
practices, policies, or procedures of the Company, now or in the future, apply to the Executive and are inconsistent with the terms
of this Agreement, the provisions of this Agreement shall control.


 


14.7       Amendments,
Renewals and Waivers. This Agreement may not be modified, amended, renewed or terminated except by an instrument in writing,
signed by the Executive and by a duly authorized representative of the Company other than the Executive. No failure to exercise
and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any right, remedy, or power under this Agreement preclude any other or further exercise thereof, or the
exercise of any other right, remedy, or power provided herein or by law or in equity.


 


14.8       Assignment;
Successors and Assigns. The Executive agrees that he will not assign, sell, transfer, delegate or otherwise dispose of, whether
voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement, nor shall the Executive's
rights be subject to encumbrance or the claims of creditors. Any purported assignment, transfer, or delegation shall be null and
void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation,
or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement
and the performance of its obligations hereunder to any successor in interest. In the event of a change in ownership or control
of the Company, the terms of this Agreement will remain in effect and shall be binding upon any successor in interest. Notwithstanding
and subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective
heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated
above.


 


14.9       Notices.
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given
or made as of the date delivered or mailed if delivered personally or by nationally recognized courier or mailed by registered
mail (postage prepaid, return receipt requested) or by telecopy to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice, except that notices of changes of address shall be effective upon receipt):



 


	To:	Company
	Contact Address:	AutoChina International Limited
	 	No. 322 Zhongshan East Road, Shijiazhuang City
	 	Hebei Province 050011, People’s Republic of China
	Attention:	Senior Vice President
	 	 
	To:	Executive


 



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	Contact Address:	AutoChina International Limited
	 	No. 322 Zhongshan East Road, Shijiazhuang City
	 	Hebei Province 050011, People’s Republic of China
	Attention:	Lei Chen


 


14.10      [Reserved.]


 


14.11      Waiver
of Immunity. To the extent that any Party (including its assignees of any such rights or obligations hereunder) may be entitled,
in any jurisdiction, to claim for itself (or himself or herself) or its revenues or assets or properties, immunity from service
of process, suit, the jurisdiction of any court, an interlocutory order or injunction or the enforcement of the same against its
property in such court, attachment prior to judgment, attachment in aid of execution of an arbitral award or judgment (interlocutory
or final) or any other legal process, and to the extent that, in any such jurisdiction there may be attributed such immunity (whether
claimed or not), such Party hereby irrevocably waive such immunity. 


 


14.12      Severability;
Enforcement. If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator
or a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced (by blue-penciling
or otherwise) to the maximum extent permissible under applicable law, and the remainder of this Agreement and such provision as
applied to other persons, places, and circumstances shall remain in full force and effect. 


 


14.13      Governing
Law. This Agreement shall in all respects be construed and enforced in accordance with and governed by the laws of Hong Kong.


 


14.14      Interpretation.
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections
and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning
or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the
plural the singular. References to one gender include both genders.


 


14.15      Obligations
Survive Termination of Employment. The Executive agrees that any and all of the Executive's obligations under this Agreement
capable of execution after the termination of the Executive employment, including but not limited to those contained in exhibits
attached hereto, shall survive the termination of employment and the termination of this Agreement.


 


14.16      Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, but
all of which together shall constitute one and the same instrument.


 



    	11



    	 



    

 


EXECUTIVE ACKNOWLEDGEMENT. The Executive
acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning
this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully
aware of its legal effect, and has entered into it freely based on his own judgment. The Executive hereby agrees that his obligations
set forth in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information and Inventions contained therein shall
be equally applicable to Proprietary Information and Inventions relating to any work performed by the Executive for the Company
prior to the execution of this Agreement.


 


The parties have duly executed this Agreement as of
the date first written above.


 


	 	EXECUTIVE:
	 	 
	 	/s/ Lei Chen
	 	Name:
	 	 
	 	COMPANY:
	 	 
	 	AUTOCHINA INTERNATIONAL LIMITED
	 	 	 
	 	By:	/s/ James Sha
	 	Name:	James Sha
	 	Title:	Director


 


 



    	 



    	 



    

 


EXHIBIT A


 


TERMINATION CERTIFICATE 


 


This is to certify that I have returned
all personal property of AutoChina International Limited (the "Company") and the Relevant Parties, including,
without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents
and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared
by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing.


 


I further certify that I have reviewed the
Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue
to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights,
or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential
of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive
with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within
and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or
self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights
under the Agreement.


 


On termination of my
employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will
be working in connection with the following projects:


 


[generally describe the projects]


 


	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Date:	 	 	 
	 	 	 	Print Executive's Name
	 	 	 	 
	 	 	 	 
	 	 	 	Executive's Signature


 



    	 



    	 



    

 


EXHIBIT C


 


LIST OF PRIOR INVENTIONS 


AND ORIGINAL WORKS OF AUTHORSHIP 


 


	Title	 	Date	 	Identifying Number or Brief Description
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	 	 	No inventions or improvements
	 	 	 
	 	 	Additional Sheets Attached


 


	Signature of Executive:	 	 
	 	 	 
	Printed Name of Executive:    	 	 
	 	 	 
	Date: