Exhibit 10.14


 


CONSORTIUM AGREEMENT


 


THIS AGREEMENT is made on the 13th
day of May 2021


 


AMONGST


 


PRIMECH A&P PTE. LTD. (Company Registration
No. 198801704H), a company incorporated under the laws of Singapore with its registered address at 18 Howard Road, Novelty Bizcentre,
#10-01, Singapore 369585] (“PRIMECH”),


 


AND


 


CHARGE+ PTE. LTD. (Company Registration
No. 201817519H) a company incorporated in Singapore and having its registered office at 510 Thomson Road, SLF Building #11-00, Singapore
298135 (hereinafter referred to as “CPL”),


 


AND


 


SUNSEAP GROUP PTE. LTD. (Company Registration
No. 201512402M), a company incorporated under the laws of Singapore with its registered address at 2 Boon Leat Terrace, Harbourside
Building 2, #04-03/04, Singapore 119844 (“SUNSEAP”),


 


AND


 


OYIKA PTE. LTD. (Company Registration No.
201202329K), a company incorporated under the laws of Singapore with its registered address at 2 Leng Kee Road #05-02A, Thye Hong
Centre, Singapore 159086 (“OYIKA”),


 


(collectively the “Parties”, “Members of
the Consortium”, and each a “Party”).


 


WHEREAS:


 


		(A)	By way of the Letter of Invitation (URA/T/20/006) dated 30 November 2020 (“the Letter of Invitation”),
Urban Redevelopment Authority (“URA”) called for a tender (“URA Tender”) for the provision of Electric Vehicle
Charging infrastructure, for and on behalf of Urban Redevelopment Authority, Housing & Development Board, Jurong Town Corporation,
National Parks Board, and People’s Association (each of the mentioned parties shall be referred to as an Authority and collectively
as the Authorities).



 


		(B)	Pursuant to the Letter of Invitation, Parties are entering into this Consortium Agreement dated 13 May
2021 (“Consortium Agreement”) whereby Parties agreed to undertake the installation, operations, management and maintenance of
the charging infrastructure and the designated lots (“the Project”), as more particularly described in Specifications of the
URA Tender Document for the duration and on the terms and conditions set out therein, on a joint and several basis.



 


		(C)	The Parties agree that the Parties are desirous of undertaking the Project as a consortium on a joint and
several basis on the terms and conditions set forth herein.



 




    


     


    


 


IT IS AGREED as follows:


 


		1.	DEFINITIONS AND
INTERPRETATION



 


		1.1	Definitions



 


Unless stated otherwise, in this Agreement the following words
have the following meanings:


 


“Authority”
shall have the same meaning as in the Conditions of Contract of the URA Tender Document.


 


“Business Day” means
a day (other than a Saturday, Sunday or public holiday in Singapore) on which commercial banks are generally open for business in Singapore.


 


“Collaboration”
has the meaning ascribed in Clause 2.1.


 


“Contract“
shall have the same meaning as in the Conditions of Contract of the URA Tender Document.


 


“Confidential Information” has the meaning
ascribed to it in Clause 7.1.


 


“Defaulting Party” has the meaning ascribed
in Clause 11.1.


 


“Non-Defaulting Party” has the meaning ascribed
in Clause 11.1.


 


“Service
Provider” shall have the same meaning as in the Conditions of Contract of the URA Tender Document.


 


“S$” means the lawful currency of the Republic
of Singapore.


 


“URA Tender
Document(s)” refer to all tender documents forwarded by URA, inclusive of the Letter of Invitation, Submission Checklist, Form
of Tender, Instructions to Tenderers, Conditions of Contract, Evaluation Criteria, Specifications, Form of Agreement, including all appendices
and schedules to such documents and any other documents and forms enclosed, where relevant.


 


		1.2	Interpretation



 


		(a)	Headings are inserted for convenience only and shall be ignored in construing the Agreement.



 


		(b)	Any words following the terms “including”, “include”, “in particular” or
any similar expression shall not be construed as illustrative and shall not limit the sense of the words, description, definition, phrase
or term preceding those terms, and “otherwise” shall not be construed as limited by words with which it is associated.



 


		(c)	Unless the context otherwise requires or permits, references to the singular number shall include references
to the plural number and vice versa; references to natural persons shall include bodies corporate and vice versa; and words denoting any
gender shall include all genders.



 




    2


     


    


 


		(d)	Unless otherwise specified, references to the “Clauses” and “Schedules” are to the clauses and the
schedules to the Agreement.



 


		2.	CONSORTIUM



 


		2.1	Aims and Objectives



 


The Parties agree to be part of a consortium
to collaborate in the performance and/or undertaking of the Project in accordance with the terms indicated in the URA Tender in the event
the consortium is successfully awarded the Contract.


 


This Collaboration is non-exclusive,
and the Parties are not restricted from dealing with other companies or organisations not party to this Agreement with respect to any
other collaborations and/or projects which are unrelated to the Project.


 


		2.2	Management



 


		(a)	The Parties shall each appoint a designee, by notice in writing to the other Parties, to act on its behalf
for all and any matters relating to the Collaboration (the “Designees”). The initial Designees appointed by each Party
are the following:



 


	 	PRIMECH	: Vernon Kwek
	 	 	 
	 	CPL	: Goh Chee Kiong
	 	 	 
	 	SUNSEAP	: Phuan Ling Fong
	 	 	 
	 	OYIKA	: Lee Jinsi



 


		(b)	The general day to day operations of the Collaboration may be delegated to one or more project managers, each of whom shall be appointed
jointly by the Designees.



 


		2.3	Books and Accounts



 


An audit of the books of the Project
may be conducted by an independent firm of certified public accountants or by such individuals periodically at a frequency mutually agreed
upon by the Parties to this Consortium Agreement, and upon completion of the Project. With respect to any periodic audits, there shall
be included, if requested by any of the Parties, a periodic comparison between the items of costs and the items set up in the estimate
of the costs. The costs of any audit shall be shared equally between PRIMECH & CPL.


 


		3.	TERM



 


This Agreement shall commence on the
date of this Consortium Agreement and shall continue, unless terminated earlier in accordance with this Consortium Agreement, until the
date of completion of the Project under the terms of the URA Tender, when it shall terminate automatically without notice unless extended
by the Parties in writing.


 




    3


     


    


 


		4.	OBLIGATIONS OF THE PARTIES 



 


		4.1	PRIMECH Obligations



 


PRIMECH shall be responsible for the following:


 


		a)	PRIMECH is the Lead Member of the Consortium and is responsible for submitting the Tender Offer;



 


		b)	PRIMECH being the Lead Member, is authorized by all members of the Consortium to submit, sign the Tender
Offer, receive instruction, give any information, accept any contract and act for and on behalf of all the members of the Consortium;



 


		c)	Providing the use of the Charging Infrastructure to the public;



 


		d)	Obtaining approvals prior to the installation of the Charge Point (e.g. from SP Power Grid, Singapore Civil Defence Force, the Authority
and other Government agencies);



 


		e)	Public engagement to get support from local stakeholders (e.g. Grassroots) prior to the installation of
the Charge Point;



 


		f)	Carrying out and completing the Works which includes installation, operations, management and maintenance of the charging infrastructure
and the designated lot;



 


		g)	Paying the Authority the Fees and any other fees due to the Authority no later than the Payment Due Date; and



 


		h)	Providing lead demand from its fleet electric vehicles



 


		4.2	CPL Obligations



 


CPL shall be responsible for the following:


 


		a)	Consent that PRIMECH is the Lead Member and authorize PRIMECH to submit, sign the Tender Offer, receive
instruction, give any information, accept any contract and act for and on behalf of all the members of the Consortium;



 


		b)	Providing the use of the Charging Infrastructure to the public;



 


		c)	Obtaining approvals prior to the installation of the Charge Point (e.g. from SP Power Grid, Singapore Civil Defence Force, the Authority
and other Government agencies);



 


		d)	Public engagement to get support from local stakeholders (e.g. Grassroots) prior to the installation of
the Charge Point;



 


		e)	Carrying out and completing the Works which includes installation, operations, management and maintenance of the charging infrastructure
and the designated lot; and



 


		f)	Paying the Authority the Fees and any other fees due to the Authority no later than the Payment Due Date.



 




    4


     


    


 


		4.3	SUNSEAP’s Obligations



 


SUNSEAP shall be responsible for the following:


 


		a)	Consent that PRIMECH is the Lead Member and authorize PRIMECH to submit, sign the Tender Offer, receive
instruction, give any information, accept any contract and act for and on behalf of all the members of the Consortium;



 


		b)	Providing engineering, design and project management expertise in relation to design, installation and maintenance of charging infrastructure;



 


		c)	Providing energy retailing, smart energy solutions and energy storage solutions;



 


		d)	Leveraging on SUNSEAP’s existing network with various Government agencies and familiarity of processes to obtain necessary permits
& approvals; and



 


		e)	Providing necessary financing for the Project.



 


		4.4	OYIKA’s Obligations



 


OYIKA shall be responsible for the following:


 


		a)	Consent that PRIMECH is the Lead Member and authorize PRIMECH to submit, sign the Tender Offer, receive
instruction, give any information, accept any contract and act for and on behalf of all the members of the Consortium;



 


		b)	Providing engineering, software and technology support; and



 


		c)	Providing lead demand in terms of electric motorcycles and connection to Malaysian EV charging network.



 


		4.5	Joint and Several Responsibility



 


The Parties acknowledge that they are jointly and severally
responsible to the Authority for the due performance of the Contract.


 


		4.6	Addition of members to Consortium



 


		a)	Any introduction of, or changes to, Consortium membership must be approved in writing by the Authority;



 


		b)	Should additional member(s) be added to the Consortium at any time with the approval of the Authority
pursuant to Clause 4.6, he or they shall be deemed to be included in the expression “Service Provider”.






 


		4.7	Withdrawal from Consortium



 


If any member of the Consortium withdraws from the Consortium,
goes into liquidation, is wound up or ceases to exist in accordance with the laws of the country of incorporation:


 


		a)	the Contract shall continue and not be terminated, and



 


		b)	the remaining member(s) of the Consortium shall be obliged to carry out and complete the Contract.



 






    5


     


    

 


		

                                                   5.
	COSTS AND EXPENSES



 


Except as expressly provided in this Consortium Agreement,
each Party shall be responsible for its own costs incurred in connection with the Collaboration and this Consortium Agreement.


 


		6.	NOT USED



 


		7.	CONFIDENTIALITY



 


		7.1.	Confidential Information to
be Kept Confidential



 


The Parties shall use all reasonable
endeavours to keep confidential and to ensure that their respective affiliates and their respective officers, employees, agents and professional
and other advisers keep confidential any information (the “Confidential Information”):


 


		(a)	any information received or obtained as a result of entering into this Consortium Agreement (or any agreement entered into pursuant
to this Agreement) which relates to:



 


		(i)	the existence of and the provisions of this Consortium Agreement and of any agreement entered into pursuant to this Agreement; and



 


		(ii)	the negotiations relating to this Consortium Agreement (and any such other agreements); or



 


		(b)	relating to the Project and/or the customers, business, assets or affairs of the other Party or its affiliates.



 


		7.2.	Restrictions



 


		(a)	No Party may use for its own business purposes or disclose to any third party any Confidential Information without the consent of
the other Parties.



 


		(b)	This Clause does not apply to:



 


		(i)	information which is or becomes publicly available (otherwise than as a result of a breach of this Clause);



 


		(ii)	information which is independently developed by the relevant Party or acquired from a third party, to the extent that it is acquired
with the right to disclose it;



 


		(iii)	information which was lawfully in the possession of the relevant Party free of any restriction on disclosure;



 


		(iv)	information which following disclosure under this Clause, becomes available to the relevant Party from
a source which is not bound by any obligation of confidentiality in relation to such information;



 


		(v)	the disclosure by a Party of Confidential Information to
its directors or employees who need to know that Confidential Information for purposes relating to this Agreement but those directors
and employees shall not use that Confidential Information for any other purpose;



 






    6


     


    

 


		(vi)	the disclosure of information to the extent required to be disclosed by law or any court of competent
jurisdiction, any governmental official or regulatory authority or any binding judgment, order or requirement of any other competent authority;



 


		(vii)	the disclosure of information to any tax authority to the extent reasonably required for the purposes of the tax affairs of the Party
concerned or any of its affiliates;



 


		(viii)	the disclosure to a Party’s professional advisers of information reasonably required to be disclosed for purposes relating to this
Agreement; or



 


		(ix)	any announcement, or circular made, or information provided in accordance with the terms of Clause 7.



 


		(c)	Each Party shall inform any officer, employee or agent or any professional or other adviser advising it
in relation to matters relating to this Consortium Agreement, or to whom it provides Confidential Information, that such information is
confidential and shall instruct them:



 


		(i)	to keep it confidential; and



 


		(ii)	not to disclose it to any third party (other than those persons to whom it has already been or may be disclosed in accordance with
the terms of this Clause).



 


		7.3.	Survival



 


		(a)	The disclosing Party shall remain responsible for any breach of this Clause by the person to whom that Confidential Information is
disclosed.



 


		(b)	The provisions of this Clause 7 shall survive for a period of 2 years following the termination of this Consortium Agreement for whatever
cause.



 


		8.	PUBLIC ANNOUNCEMENTS



 


A Party shall not make any public announcement
or issue any circular relating to this Consortium Agreement without the prior written approval of the other Parties. This does not affect
any announcement or circular required by law or any regulatory body or the rules of any recognised stock exchange, but the Party with
an obligation to make an announcement or issue a circular shall consult with the other Parties so far as is reasonably practicable before
complying with such obligation.


 


		9.	REPRESENTATIONS AND WARRANTIES



 


Each Party represents and warrants that:




 


		(a)	it has the capacity to enter into, perform and deliver this Consortium Agreement and has taken all necessary
action to authorise its entry into, performance and delivery of this Agreement;



 




    7


     


    


 


		(b)	this Consortium Agreement when executed by it will constitute legal, valid and binding obligations of such Party enforceable in accordance
with its terms; and



 


		(c)	the execution, delivery and performance of this Consortium Agreement by such Party will not result in a breach of:



 


		(i)	any agreement, instrument or document to which it is a party or by which any of its assets are bound; or



 


		(ii)	any order, judgment or decree of any court, governmental agency or regulatory body having jurisdiction over it.



 


		10.	INDEMNITY



 


PRIMECH & CPL shall indemnify and
hold SUNSEAP & OYIKA harmless against any and all costs, claims, demands, liability, loss, damages, costs and expenses (including
legal expenses on a full indemnity basis and the cost of complying with any order of any court or tribunal) arising as a result of or
in connection with:


 


		(a)	any breach, negligent performance or non-performance by PRIMECH or CPL of any of the provisions of this Consortium Agreement and Project;
or



 


		(b)	any act, negligence, default or omission of PRIMECH or CPL or its directors, officers, employees, agents, representatives and sub-contractors,
in relation to the Project,



 


and this indemnity shall survive termination or expiry of
this Consortium Agreement.


 


		11.	TERMINATION



 


		11.1.	Without prejudice to any other rights or remedies which the Parties may have, this Consortium Agreement
may be terminated forthwith by notice in writing from either Party (“Non-Defaulting Party”) to the other (“Defaulting
Party”) upon the occurrence of any of the following events:



 


		(a)	where the other Party commits a material breach of any one or more of its obligations under this Consortium
Agreement and in the case of a breach which is capable of remedy fails to remedy it within two (2) months of receipt of notice from the
Party contemplating termination of such breach;



 


		(b)	where the other Party has a petition for winding up notice presented against it which is not discharged
within one (1) month, or makes a general assignment for the benefit of its creditors or has a receiver, administrator, manager, trustee
or other encumbrancer appointed over the whole or any substantial part of its undertaking, property or assets or has an order made or
an effective resolution passed or analogous proceedings taken for its winding up or bankruptcy or suffer any similar action in consequence
of debt; or



 


		(c)	where a distress, attachment, execution or other legal process is levied, enforced or sued out on or against
the assets of the other Party and the Party contemplating termination is of the reasonable opinion that such event has, or could have,
a material adverse effect on the other Party.



 




    8


     


    

 


		11.2.	Termination of this Consortium Agreement shall not affect any rights, remedies, obligations or liabilities
of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this
Consortium Agreement which existed at or before the date of termination.



 


		11.3.	On termination of this Consortium Agreement for any reason set out in Clause 11.1, the Parties agree that:



 


		(a)	the Non-Defaulting Parties shall continue and have full rights to perform and carry out the Project;



 


		(b)	where the Defaulting Party is SUNSEAP or OYIKA, and if and only if the Authority consents to the removal
of SUNSEAP or OYIKA from the Consortium, the Defaulting Party shall cooperate with the Non-Defaulting Parties and the Authority to ensure
a smooth transition of all obligations of the Defaulting Party under the Project to the Non-Defaulting Parties and/or such other third
party(ies) approved by the Authority (“Approved Third Party”), including the supply of information and assistance as
reasonably requested by the Non-Defaulting Party or Approved Third Party (including where necessary, communicating with and notifying
the Authority) for purposes of performing the obligations in relation to the Project and



 


		(c)	where the Defaulting Party is PRIMECH or CPL, and if and only if the Authority terminates PRIMECH or CPL
from the Project and replaces PRIMECH or CPL with any of the Non-Defaulting Party to carry out the obligations of the Project, the Defaulting
Party shall cooperate with the Non-Defaulting Party and the Authority to ensure a smooth transition of all obligations of the Defaulting
Party under the Project to the Non-Defaulting Party and/or such other third party(ies) approved by the Authority (“Approved Third
Party”), including the supply of information and assistance as reasonably requested by the Non-Defaulting Party or Approved Third
Party (including where necessary, communicating with and notifying the Authority) for purposes of performing the obligations in relation
to the Project and entering into any novation agreements in relation to the Project and/or related documentation as may be requested by
Non-Defaulting Party to novate, assign and/or transfer its rights under the Project and/or such related documentation to Non-Defaulting
Party or such Approved Third Party.



 


		11.4	This Agreement can be terminated with written consent from all Parties at any point in time, and only with approval from the Authority
or Authorities.



 






    9


     


    

 


		12.	NOTICES



 


All notices, demands or other communications
required or permitted to be given or made hereunder shall be in writing and delivered by hand, by courier or prepaid registered post or
by electronic mail addressed to the intended recipient thereof at its/his address or electronic mail address, and marked for the attention
of such person (if any), designated by it to the other Parties for the purposes of this Consortium Agreement or to such other address
or electronic mail address, and marked for the attention of such person, as a Party may from time to time duly notify the other in writing.
The initial addresses and electronic mail addresses of the Parties for the purpose of this Agreement are specified below:




 


	 	PRIMECH	 	 
	 	 	 	 
	 	Address	:	18
    Howard Road, Novelty Bizcentre, #10-01, Singapore 369585
	 		 	 
	 	E-mail address	:	vernon@primech.com.sg
	 	 	 	 
	 	Attention	:	Vernon Kwek
	 	 	 	 
	 	CPL	 	 
	 	 	 	 
	 	Address	:	510 Thomson Road, SLF Building #11-00, Singapore 298135
	 			
	 	E-mail address	:	goh.chee.kiong@chargeplus.sg
	 	 	 	 
	 	Attention	:	Goh Chee Kiong
	 	 	 	 
	 	SUNSEAP	 	 
	 	 	 	 
	 	Address	:	2 Boon Leat Terrace Harbourside Building 2, #04-03/04, Singapore 119844
	 		 	 
	 	E-mail address	:	frank@sunseap.com
	 	 	 	 
	 	Attention	:	Phuan Ling Fong
	 	 	 	 
	 	OYIKA	 	 
	 	 	 	 
	 	Address	:	2 Leng Kee Road #05-02A, Thye Hong Centre, Singapore 159086
	 		 	 
	 	E-mail address	:	jinsi@oyika.com
	 	 	 	 
	 	Attention	:	Lee Jinsi



 







    10


     


    


 


Any notice, demand or communication
so served by hand, courier with recorded delivery, facsimile, electronic mail or post shall be deemed to have been duly given (i) in
the case of delivery by hand or by courier, when delivered; (ii) in the case of electronic transmission, at the time of transmission
provided that the sender does not receive any indication that the message has not been successfully transmitted to the intended recipient
or has been delayed; (iii) in the case of post, on the second Business Day after the date of posting (if sent by local mail) and on the
seventh Business Day after the date of posting (if sent by air mail), provided that in each case where delivery by hand, by courier or
by electronic transmission occurs on a day which is not a Business Day or after 6 pm on a Business Day, service shall be deemed to occur
at 9am on the next following Business Day. In proving service, it shall be sufficient to show that personal delivery was made or that
the envelope containing such notice was properly addressed, and duly stamped and posted or that the electronic mail message was properly
addressed and despatched. References to time in this Clause are to local time in the country of the addressee.





 


		13.	MISCELLANEOUS



 


Unless otherwise expressly provided
herein, a person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B)
of Singapore to enforce any of the terms of this Agreement.


 


		14.	GOVERNING LAW AND ARBITRATION



 


This Agreement shall be governed by, and construed in accordance
with, the laws of Singapore.


 




    11


     


    


 


This Consortium Agreement has been entered into on the date stated
at the beginning.


 


	PRIMECH	 	 	 
	Signed by Vernon Kwek	)	 
	for and on behalf of	)	 
	PRIMECH A&P PTE. LTD.	)	 



 


	CPL  	 	 
	Signed by Goh Chee Kiong	)
	for and on behalf of	)
	CHARGE+ PTE. LTD.	)



 


	SUNSEAP	 	 
	Signed by Phuan Ling Fong	)
	for and on behalf of	)
	SUNSEAP GROUP PTE. LTD.	)



 


	OYIKA	 	 	 
	Signed by Lee Jinsi	)	 
	for and on behalf of	)	 
	OYIKA PTE. LTD.	)	 



 


 


 


12