Vivic (VIVC) S-1/A IPO registration (amended)

Confidential Treatment Statement

In the following document, we have redacted certain information because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed, under the Freedom of Information Act (“FOIA”) (5 U.S.C. § 552), and applicable regulations adopted by the Securities and Exchange Commission (including 17 C.F.R. § 200.83 (d)(1)).  The redacted information is indicated with “[XXXXX]”.

Supplementary letter of intent for investment and cooperation of Quanzhou Chongwu yacht marina project

Party A: Quanzhou Port Group Co., Ltd

Unified social credit Code: [XXXXX]

Registered address: [XXXXX]

Party B: Vivic Corporation

Business ID：NV 20171103277

Registered address: 187 E. Warm Springs Road, PMB# B 450 Las Vegas, 89119-4112 (parties, both parties, or parties to the agreement, Party A and Party B)

Whereas:

The time frame detailed by the "letter of intent for cooperation in Quanzhou Chongwu yacht marina project" that was signed by both parties has passed, but still no formal agreement has been signed. Huian County People's Government recently used the "Quanzhou Chongwu yacht marina project promotion meeting minutes" to further improve the cooperation confidence of both sides. As both sides still sincerely want to continue to cooperate, the supplementary intention of cooperation (hereinafter referred to as the "letter of intent") was reached by means of teleconference and circulation signing for mutual compliance. This will aid the cooperation process in accordance with relevant laws and regulations.

1. Both sides’ current work on promoting the implementation of the project

Party A: the project has been approved by the upper management in Hui’an County Government, and is awaiting implementation from the local government.

Party B: has completed the investment report of Quanzhou Chongwu yacht marina.

2. Collaborative work in the next stage

Party A is responsible for going through the project approval procedures with the Hui'an County

Government, including putting the project into the Chongshan regulatory plan and the master plan of Quanzhou Chongwu National Marine Park, resolving the conflict between the existing plan and this project, communicating with the Planning and Design Bureau of Chongwu City Wall Heritage Protection, striving for the height control of the area, completing the preliminary examination of sea use, the variable of sea use involved in this project, and to create necessary conditions for the implementation of this project.

Party B shall be responsible for providing Party A with the necessary manpower and technical support in handling the above matters, and cooperate in providing the project design information required for various changes so that the respective parties can complete their tasks as soon as possible.

3. Cooperation mode

3.1 Both parties jointly develop the target project by establishing a project company to promote the construction and industrial development of both the water and land aspects in the project.

3.2 Quanzhou Port Group has set up a wholly-owned subsidiary with the existing sea and land assets (including the land itself) of the Chongwu branch, along with the fully assessed cost of the Chongwu Fujian Taiwan trading marina project.

3.3 The main body designated by Party B shall increase the capital and share of the newly established company in cash through the Quanzhou property rights trading center, accounting for no less than 51%. If the two parties decide to establish a cooperative relationship after negotiations, a formal transaction document shall be signed separately to specify the specific conditions and methods of cooperation.

4. Initial investment

4.1

the prior investment of both parties, such as travel expenses, transportation expenses, accommodation expenses and catering expenses, shall be borne by each party.

4.2 the expenses incurred by both parties for project planning and implementation, such as the planning and design fee, scheme report fee, project demonstration fee, project feasibility report fee, environmental impact assessment report fee, etc., shall be paid in advance by all parties on behalf of each other. After the project company is formally established, the project company shall report and sell the expenses.

5. Exclusive clause

Before or on the date of signing this letter of intent, Party A does not have any valid and performing legal documents such as the intention, formal contract, or agreement with a third party regarding the target project. Six months from the date of signing this agreement, Party A shall not directly or indirectly negotiate, discuss, or sign any transfer, capital contribution, capital increase, cooperation, construction and management, or similar contracts, agreements, and other legal documents with third parties for the target project. Within six months from the date of signing this agreement, Party B shall not negotiate or discuss new businesses of the same kind as this project in this city with any parties other than Party A.

     If both parties A and B fail to sign the formal transaction documents within six months from the date of signing the letter of intent, there is no need for any further negotiation or discussion between parties A and B. The one exception is if both parties A and B still wish to continue to cooperate. If so, consultations can be extended.

6. Liability for breach of contract

In case of violation of the exclusive provisions of Article 5 of this letter of intent, the breaching party shall compensate the observant party for all economic losses caused to the observant party as confirmed by both parties.

7. Dispute resolution

7.1 any dispute arising from the performance of this Agreement shall be settled by the parties through negotiation. If the negotiation fails, the parties agree to settlethe dispute through the following [1].

(1) Present the case to the local court of the target project / plot for settlement.

(2) Present the case to the [Shenzhen International Arbitration Court] for arbitration.

Unless otherwise agreed in the effective judgment / ruling, all expenses incurred by each party in participating in the litigation / arbitration, including but not limited to litigation / arbitration fees, attorney fees, preservation fees, notarization fees, execution fees, etc., shall be borne by the losing party.

6.2 both parties agree that the laws of the people's Republic of China (excluding the laws of Hong Kong, Macao, and Taiwan) shall apply to the settlement of any dispute arising from this letter of intent or the performance of this letter of intent.

6.3 During litigation / arbitration, each party shall continue to perform other terms in this LOI that do not involve disputes.

8. Notice and service

8.1 After the signing of this agreement, all parties concerned shall deliver the documents to each other in written form by personal delivery or express delivery. If the documents are delivered by personal delivery, they shall be delivered when the other party signs for receipt. If the documents are delivered by express delivery, they shall be deemed as effective delivery on the third working day after the documents are sent.

8.2 The delivery address of the parties are as follows:

Address of Party A: [XXXXX]Contact person: [XXXXX]

Tel: [XXXXX]

Address of Party B: [XXXXX] Contact person: [XXXXX]

Tel: [XXXXX]

8.3 In case of any changes in the above delivery addresses of either party, the changing party shall notify the other party of the change within 5 working days from the date of change. Any notice or other relevant document served at the last address of each party shall be deemed as effective service.

9. Others

9.1 This letter of intent shall take effect from the date of signature and seal of each party, in quadruplicate, with each party holding two copies, all of which have the same legal effect.

9.2 The parties jointly confirm that this letter of intent is for the purpose of agreeing to a cooperation intent, and has no legal binding force on whether the parties finally cooperate. However, the exclusive terms, liability for breach of contract terms, dispute resolution terms, and notice terms in this letter of intent have legal binding force on the parties.

9.3 For matters not covered in this letter of intent, both parties may negotiate and sign a written supplementary agreement. The supplementary agreement shall have the same effect as this LOI.

(no text below)

Party A (seal): Quanzhou Port Group Co., Ltd

Legal representative or authorized representative (signature)：

Party B (seal): Vivic Corporation

Legal representative or authorized representative (signature)

Date of signing: 2020/6/2

Place of signing: Quanzhou