DEALER AGREEMENT

EXHIBIT 10.12

DEALER AGREEMENT

smart USA Distributor LLC

Passenger Car Dealer Agreement

Table of Contents

smart USA Distributor LLC

Passenger Car Dealer Agreement

Table of Contents

smart USA Distributor LLC

Passenger Car Dealer Agreement

Table of Contents

smart USA Distributor LLC

Passenger Car Dealer Agreement

Table of Contents

smart USA Distributor LLC

Passenger Car Dealer Agreement

Table of Contents

smart USA DISTRIBUTOR LLC

smart USA Passenger Car Dealer Agreement

This PASSENGER CAR DEALER AGREEMENT is effective as of the day last set forth below by and between smart USA DISTRIBUTOR LLC (“Distributor”) and the natural person or entity identified as “Dealer” in the Final Paragraph of this Agreement.

smart USA STATEMENT OF COMMITMENT

This smart USA Passenger Car Dealer Agreement and all addendums hereto (collectively, the “Agreement”) state the commitment of Distributor and Dealer to each other as well as their relationship to the owners of smart USA Passenger Car Products.

Distributor, the exclusive distributor of smart USA Passenger Car Products in the United States of America and Puerto Rico, brings to this relationship the peerless reputation and image of Daimler AG (“DAG”). DAG has produced automobiles longer than any other manufacturer in the world. It has never let sheer numbers of products, or the requirement of transportation alone, become the yardstick for the design of its products. Its devoted craftsmen have built, and continue to build, the finest automobiles in the world.

smart USA Passenger Car dealers are community leaders whose reputations, integrity and expertise are essential to the sales and servicing of smart USA Passenger Cars. They must have well located places of business with outstanding sales, service and parts facilities; they must be staffed by courteous and well trained personnel who are dedicated to serving smart USA customers during the acquisition and ownership experience; and they must be focused on attaining the collective long term goals reflected herein as well as their own individual goals.

smart USA owners are loyal, devoted and proud; their minds are open to new ideas; they are environmentally concerned and forward-looking; but they are also demanding towards the factory as far as the product is concerned and towards the dealer as to how it is sold and serviced. DAG, Distributor, and Dealer are committed to meeting and, where possible, exceeding those high expectations.

By executing this Agreement, and pursuant to its terms, Distributor and its smart USA passenger car dealers dedicate themselves jointly to serving and satisfying the past, present and future owners of smart USA Passenger Car Products.

A. APPOINTMENT OF DEALER

Distributor hereby appoints Dealer and grants it the non-exclusive right to buy and resell smart USA Passenger Car Products. Dealer accepts such appointment and understands that its appointment as a Dealer (i) does not grant it an exclusive right to sell smart USA Passenger Car Products in its Area of Responsibility (AOR) or in any other geographic area, and (ii) does not grant it any right to buy or resell vehicles or other products that are not smart USA Passenger Car Products.

B. TERM

This Agreement shall have a term commencing on its effective date continuing until the date set forth in the Final Paragraph.

C. ADDITIONAL PROVISIONS

The accompanying smart USA Passenger Car Dealer Agreement Standard Provisions, Retail Capacity Addendum, Dealer Operating Covenant and Standards Addendum, Dealer Area of Responsibility Addendum, Dealer Improvement Addendum (if applicable), other facility addenda (if applicable) as identified in Paragraph E, and Communications Guidelines and Graphic Standards (if applicable) are hereby incorporated into and made a part of this Agreement. The data requirements reflected in the Retail Capacity Addendum, Dealer Operating Covenant and Standards Requirements Addendum, and Dealer Area of Responsibility Addendum are periodically updated with the current related addendum displayed electronically on a website accessible via Distributor’s satellite communication system. Dealer further agrees to be bound by and comply with the Warranty Manual, Dealership Facility Planning & Corporate Identification Manual and all other manuals, bulletins, instructions and directives issued to or which may issued to Dealer by Distributor during the term of this agreement.

D. DEALER OWNERSHIP

This is a personal service agreement. Distributor is entering into the Agreement in reliance upon the personal qualifications, reputation, integrity and expertise of Owners and upon their representation that they are committed to achieving the purposes and goals of this Agreement. Dealer agrees that there will be no change in the identity of Owner or in Dealer’s ownership, name, identity, business organization or structure without the prior written consent of Distributor, which consent shall not be unreasonably withheld. If Dealer is a corporation, limited liability company or any other entity, Dealer agrees to notify Distributor in writing of any change in the identity of its officers, directors, managing member, general partner or managing partner, as the case may be.

E. DEALER FACILITIES

Dealer agrees that the Dealership Facilities shall satisfy all applicable provisions of this Agreement, including the facility, space, appearance, layout, equipment and corporate identification requirements in the Retail Capacity Addendum, and Dealership Facility Planning & Corporate Identification Manual. Unless otherwise provided in the Retail Capacity Addendum, Distributor hereby approves the location (s) of the Dealership Facilities identified in the Final Paragraph for the exclusive purpose of: (i) a showroom and sales facility for smart USA Passenger Cars; (ii) a service, and parts facility for smart USA Passenger Cars; (iii) facilities for display and sale of pre-owned smart USA vehicles; and (iv) if applicable, other facilities for such other purposes(s) as may be identified in the Final Paragraph. Additional facilities will operate pursuant to the terms of the smart USA Passenger Car Dealer Agreement herein and the following Dealer Agreement Addenda if applicable: Service Center Addendum, Pre-Owned & Service Center Addendum, and Service Annex Addendum. Dealer shall not move, relocate or change the designated usage or function of the Approved Locations(s) or any of the Dealership Facilities without the prior written consent of Distributor. In particular, Dealer shall not add sales, service or parts operations for any other line of vehicles to the Dealership Facilities or at the Approved Location(s) without the prior written consent of the Distributor.

F. MODIFICATION OF AGREEMENT

No waiver, modification or change of any of the terms of this Agreement or change or erasure of any printed part of this Agreement or addition to it (except filling of blank spaces and lines) will be valid or binding on Distributor unless approved in writing by the President of Distributor.

G. EXECUTION OF AGREEMENT

This Agreement shall not become effective until signed by a duly authorized officer of Dealer, if a corporation or limited liability Company, or by one of the general partners of Dealer, if a partnership, or by the named individual if a sole proprietorship, and countersigned by the President of Distributor.

H. MUTUAL RELEASE

Each party hereby releases the other from any and all claims and causes of action that it may have against the other for money damages arising from any event occurring up to and including the effective date of this Agreement, except for any accounts payable by one party to the other reflected on the smart USA Consolidated Statement or adjustments to any prior payment, credit or other benefit arising from any audit or other examination conducted by Distributor with respect thereto. This mutual release does not extend to claims that either party does not know or reasonably suspect to exist in its favor as of the effective date of this Agreement or that arise under Section XII of the Standard Provisions to this Agreement.

I. CERTIFICATION

By their signatures on the following page, the parties certify that they have read and understand the Agreement, including all of the additional provisions incorporated herein, and agree to be bound by and comply with all of its terms and conditions.

J. FINAL PARAGRAPH

Dealer is EXAMPLE COPY , incorporated or formed under the laws of the State of EXAMPLE STATE doing business as (‘ EXAMPLE COPY ). Dealer is located in the City of EXAMPLE CITY which is in the State of EXAMPLE .

The Owners of Dealership ( including all shareholders, general and limited partners, members and other owners ) are as follows:

The Dealer Operator of Dealer is as follows:

Name: EXAMPLE

Showroom and Sales Facility for smart USA Passenger Cars located at:

Service and Parts Facility for smart USA Passenger Cars located at:

Facilities for the display and sale of pre-owned smart USA Vehicles located at:

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the XX ^h day of XXXXXXXX, 20XX at smart center EXAMPLE — EXAMPLE CITY, EXAMPLE STATE XXXXX. This Agreement shall have a term commencing on its effective date and continuing until XXXXXXXX XX, 20XX .

smart USA DISTRIBUTOR LLC

smart USA PASSENGER CAR DEALER AGREEMENT

STANDARD PROVISIONS

Distributor shall offer to sell to Dealer and Dealer shall have the right to purchase from Distributor smart USA Passenger Car Products in accordance with the provisions of this Agreement and the prices and other terms of sale that Distributor shall establish and revise from time to time. Such revised prices or terms shall apply to any smart USA Passenger Car Product not invoiced to Dealer by Distributor at the time the notice of such changes is given to Dealer (in the case of smart USA Passenger Cars), or upon issuance of a new or modified parts prices list or through change notices, letters, bulletins or revision sheets (in the case of Genuine smart USA Passenger Car Parts and Accessories), or at such other times as may be designated electronically or in writing by Distributor.

Distributor will allocate smart USA Passenger Car Products among its passenger car dealers in a fair and equitable manner. Distributor will, upon Dealer’s request, explain the considerations and method used to allocate smart USA Passenger Car Products to Dealer.

Distributor will ship smart USA Passenger Car Products to Dealer by whatever mode of transportation, by whatever route, and from whatever point Distributor may select. Dealer shall pay Distributor such charges as Distributor in its sole discretion establishes for such transportation services.

Title to each smart USA Passenger Car Product shall pass from Distributor to Dealer, or to the financial institution designated by Dealer, upon Distributor’s receipt of payment for said Product and upon the earlier of delivery of said Product to Dealer or to a carrier for transportation to Dealer.

Dealer shall bear the risk of damage to or loss of smart USA Passenger Car Products during transportation from the point of shipment; however, Distributor will, if requested by Dealer assign any claims and rights to Dealer that Distributor may have against the responsible carrier for damage to or loss of smart USA Passenger Car during said transportation for and on behalf of Dealer. To the extent required by law, Dealer shall notify the purchaser of a vehicle of any damage sustained by such vehicle prior to sale.

Distributor shall not be liable for delay or failure to deliver smart USA Passenger Car Products that it has previously agreed to deliver, where such delay or failure to deliver is the result of any event beyond the control of Distributor, including but not limited to any law or regulation of any governmental entity, acts of God, foreign or civil wars, riots, interruptions of navigation, shipwrecks, fires, floods, storms, strikes, lockouts, or other labor troubles, acts of terrorism, embargoes, blockades, or delay or failure of DAG or its affiliates to deliver smart USA Passenger Car Products.

Dealer shall be responsible for and shall pay all charges for demurrage, storage and other expense accruing after shipment to Dealer or to a carrier for transportation to Dealer. If diversions of shipments are made upon Dealer’s request or are made by Distributor as a result of Dealer’s failure or refusal to accept shipments made pursuant to Dealer’s orders, Dealer shall pay all additional charges and expenses incident to such diversions.

As a security for the full payment of all sums from time to time owed by Dealer to Distributor under this Agreement, whether such sums are now or hereafter become due and owing, Dealer hereby grants to Distributor a security interest in the following items for which Distributor has not received payment (collectively referred to as “Collateral”):

Dealer shall be in default of this Agreement if: (i) Dealer shall fail to pay any amounts secured hereby when due or fail to perform any obligations under this Section I in a timely manner; (ii) there shall occur any material adverse change in the financial condition of Dealer; or (iii) a proceeding is commenced by or against Dealer under any bankruptcy or insolvency or similar statute or regulation or Dealer makes an assignment for the benefit of creditors or becomes insolvent; and, in any such case, Distributor may declare all sums secured by this Section I.H immediately due and payable and Distributor shall have all the rights and remedies afforded to a secured party after default under the Uniform Commercial Code or other applicable law in effect on the date of this Agreement.

Dealer shall, if requested by Distributor upon the occurrence of any default under Section I.H.2, assemble the Collateral and make it available to Distributor at a place or places designated by Distributor. Dealer also shall pay all costs of Distributor, including without limitation, attorneys fees incurred with respect to the enforcement of any of Distributor rights under this Section I.H.

Dealer shall provide any assistance necessary in the preparation of financing statements and such other instruments or documents and take any other action as Distributor may request in order to create or maintain the security interest intended to be created by this Section I.H., or to enable Distributor to exercise and enforce its rights hereunder. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in lieu of a financing statement in any and all jurisdictions which accept such reproductions.

Dealer shall keep accurate records itemizing and describing the kind, type and quantity of Inventory and shall furnish to Distributor within five (5) days of receipt of Distributor’s request therefore, a current schedule of inventory in form and substance satisfactory to Distributor (“Schedule of Inventory”), which shall be true and accurate in all respects. A physical inventory shall be conducted by Dealer no less than annually in connection with preparation of year-end financial statements of Dealer and, at Distributor’s request, a report of such inventory shall be promptly provided to Distributor.

Distributor may change the design or specifications of any smart USA Passenger Car Product or the options in any smart USA Passenger Car Product and shall be under no obligation to provide notice of same or to make any similar change to smart USA Passenger Car Products previously purchased by or shipped to Dealer. No change shall be considered a model year change unless so specified by Distributor.

DAG and/or Distributor may discontinue the manufacture, importation or distribution of all or part of any smart USA Passenger Car Product, whether passenger car parts, options or accessories, including any model, series or body style of any smart USA Passenger Car at any time without any obligation or liability.

Dealer agrees that it shall, at all times, maintain in showroom ready condition at least the minimum inventory of smart USA Passenger Cars that may be established by Distributor from time to time.

Dealer agrees that it will not install aftermarket accessories, equipment, or make any modifications to smart USA Passenger Cars that may impair or adversely affect their safety, emissions, structural integrity, performance or original vehicle warranty applicability.

Dealer recognizes that customer satisfaction and the successful promotion and sale of smart USA Passenger Car Products are significantly dependent on Dealer’s advertising and sales promotion activities. Therefore, Dealer at all times shall:

Dealer is authorized to sell smart USA Passenger Cars only to customers residing in the United States of America and Puerto Rico. Dealer agrees that it will not sell smart USA Passenger Cars for resale or use outside the United States of America and Puerto Rico. Dealer agrees to be bound by and comply with any export policy established by Distributor.

Distributor considers participation by smart USA Passenger Car dealers in smart USA Passenger Car Dealer Advertising Associations to be a fundamental part of an overall marketing strategy for their businesses and smart USA Passenger Car Products. Distributor urges Dealer to cooperate in the establishment of such an association and to fund its fair share of advertising and merchandising programs undertaken by the association.

Dealer agrees to display and sell pre-owned smart USA vehicles distributed only by Distributor at the Approved Location(s). Dealer shall participate in programs as specified by Distributor for the sale of such vehicles, and shall maintain the minimum reasonable inventory established by Distributor from time to time for such operations. Dealer shall conduct its pre-owned smart USA vehicle operations in conformance with all standards set forth in this Agreement.

Distributor will assign to Dealer a geographic area consisting of a collection of zip codes or census tracts that is called an Area of Responsibilities (“AOR”). The AOR is a tool used by Distributor to evaluate Dealer’s performance of its primary obligations hereunder. Dealer agrees that it has no right or interest in any AOR, including rights of exclusivity, and Dealer acknowledges that the Distributor reserves the right to appoint additional smart USA Dealers, whether located near Dealer’s location or elsewhere, as the Distributor in its sole discretion deems necessary or appropriate and that Distributor may change or alter Dealer’s AOR at any time. If a decision is made by Distributor to change or alter Dealer’s AOR, Distributor will provide Dealer no less than thirty (30) days written notice of such decision. Distributor may, directly or indirectly, offer and sell smart USA Passenger Car Products in Dealer’s AOR to the following:

Distributor will periodically evaluate Dealer’s sales and marketing performance under this Agreement. Dealer’s evaluation will be based on such reasonable criteria as Distributor may establish, including without limitation: (i) Dealer’s reasonable sales objectives that may be established by Distributor; (ii) Dealer’s sales of smart USA Passenger Cars as a percentage of registrations of smart USA Passenger Cars or Competitive Vehicles in Dealer’s AOR; (iii) the registrations of smart USA Passenger Cars as a percentage of registrations of Competitive Vehicles in Dealer’s AOR; (iv) Dealer’s sales or registrations of smart USA Passenger Cars as compared to sales or registrations of smart USA Passenger Cards by authorized smart USA passenger car dealers in other areas, including but not limited to the metropolitan area, market and/or region in which Dealer is located; and (v) Dealer’s performance in building and maintaining consumer satisfaction with Dealer and smart USA Passenger Car Products. Distributor will review such evaluations with Dealer, and Dealer shall take prompt corrective action if required to improve its performance.

Dealer and Distributor agree that customer satisfaction and the future growth of their respective businesses is substantially dependent upon the ability of owners of smart USA Passenger Cars to obtain high-quality servicing from Dealer. Therefore, Dealer agrees to:

Dealer shall perform pre-delivery inspections and service on each smart USA Passenger Car prior to sale and delivery thereof by Dealer in accordance with the Warranty Manual.

Dealer shall promptly, courteously and efficiently perform (i) warranty repairs on each smart USA Passenger Car Product and Equal smart Passenger Car that qualifies for such repairs under the provisions of any warranty furnished therewith by Distributor or DAG, and (ii) such other inspections, repairs or corrections on smart USA Passenger Car Products as may be approved or authorized by Distributor to be made at Distributor’s expense (hereinafter “policy service”). Dealer shall perform such repairs and service on each such smart USA Passenger Car Product and Equal smart Passenger Car as and when requested by owner or user (or in the case of policy service when requested by Distributor), without regard to where such smart USA Passenger Car was purchased and in accordance with the Warranty Manual. Distributor agrees to compensate Dealer for all warranty repairs and policy service, including labor, diagnosis and Genuine smart USA Passenger Car Parts and Accessories, in accordance with procedures and at rates to be established from time to time by Distributor. Unless otherwise approved in advance by Distributor, Dealer shall use only genuine smart USA Passenger Car Parts and Accessories when performing smart USA warranty repairs and policy service. Warranty repairs and policy service are provided for the benefit of customers, and Dealer agrees that the customer shall not be obligated to pay any charges for such work or any other services for which Dealer is reimbursed by Distributor, except as required by law.

Dealer agrees to perform service/retail campaign inspections and/or corrections for owners or users of all smart USA Passenger Car Products and Equal smart Passenger Cars that qualify for such inspections and/or corrections in accordance with Distributor’s directives and the applicable procedures in the Warranty Manual. Distributor agrees to reimburse Dealer for all replacement parts and/or other materials required and used in connections with such work and for labor according to such directives and the applicable provisions of the Warranty Manual.

Dealer agrees to participate in the smart USA Roadside Assistance Program as specified by Distributor.

Subject to the provisions of Sections I.L and III.B.2, Dealer has the right to sell, install or use for making non-warranty repair products that are not Genuine smart USA Passenger Car Parts and Accessories.

Dealer Acknowledges, however, that its customers expect that any parts or accessories that Dealer sells, installs or uses in the sale, repair or servicing of smart USA Passenger Cars are, or meet the high quality standards of, Genuine smart USA Passenger Cars Parts and Accessories. Dealer agrees that in sales, repairs or servicing where Dealer does not use genuine smart USA Passenger Car Parts and Accessories, Dealer will utilize only such other parts or accessories as:

Dealer further agrees that it will not offer to sell any parts or accessories that for reasons of quality or image are reasonably objected to by Distributor

In order to avoid confusion and to minimize potential customer dissatisfaction, in any non-warranty instance where Dealer sells, installs or uses non-Genuine smart USA Passenger Car Parts or Accessories, Dealer shall disclose such fact to the customer and shall advise the customer that the item is not included in warranties furnished by Distributor or DAG. Such disclosure shall be written, conspicuous and stated on the customer’s copy of the service or repair order or sale document. In addition, Dealer will clearly explain to the customer the extent of any warranty covering the parts or accessories involved and will deliver a copy of the warranty to the customer.

Dealer agrees to comply and operate consistently with all applicable provisions of National Traffic and Motor Vehicle Safety Act of 1966, and the Federal Clean Air Act, as amended, including applicable rules and regulations issued from time to time there under, and all other applicable federal, state, and local motor vehicle safety and emission control statutes, rules, and regulations.

In event that the laws of the state in which Dealer is located require motor vehicle dealers or distributors to install in new or used motor vehicles, prior to their sale, any safety devices or other equipment not installed or supplied as standard equipment by DAG, then Dealer, prior to the sale of any smart USA passenger car on which such installations are required, shall properly install such devices or equipment on such smart USA Passenger Cars. Dealer shall comply at its expense with state and local laws pertaining to the installation and reporting of such equipment.

In the interest of motor vehicle safety and emission control, Distributor and Dealer agree to provide to each other such information and assistance as may reasonably be requested by the other in connection with the performance of obligations imposed on either party by the National Traffic and Motor Vehicle Safety Act of 1966, and the Federal Clean Air Act, as amended, and their rules and regulations, and all other applicable federal, state and local motor vehicle safety and emission control statutes, rules and regulations.

Dealer further agrees that should Distributor place any new smart USA Passenger Cars in Dealer’s stock on retail hold pending the resolution of any federal or state regulatory compliance issue, Distributor may, but shall not be required to, elect to repurchase said retail held smart USA Passenger Cars. Should Distributor so elect, Dealer agrees that it shall immediately sell the smart USA Passenger Cars back to Distributor and withhold from retail sale all such smart USA Passenger Cars still in its inventory at the time of said election as Distributor may reasonably determine. In the event of such a repurchase, the price to be paid by Distributor to Dealer shall be only the price paid by the Dealer to Distributor for said smart USA Passenger Car. Distributor shall not be obligated to reimburse any other costs to Dealer with respect to Dealer’s purchase or Distributor’s repurchase of the smart USA Passenger Cars. Distributor shall make payment to the Dealer immediately upon transfer of title to the smart USA Passenger Car to Distributor. During the period from Distributor’s repurchase of smart USA Passenger Cars until the smart USA Passenger Cars resale to Dealer, the subject smart USA Passenger Cars shall remain in the possession, custody and control of Dealer as bailee of Distributor. Upon the occurrence of the resolution of the event requiring the issuance of the retail hold and smart USA Passenger Car repurchase via the issuance of appropriate repair instructions to the Dealer, Distributor shall resell those smart USA Passenger Cars to Dealer and Dealer hereby agrees to accept those smart USA Passenger Cars and further agrees that it will only retail sell the smart USA Passenger Cars upon completion of the work by dealer required to bring the smart USA Passenger Car into regulatory compliance.

Dealer agrees to comply and operate consistently with all applicable provisions of consumer protection statutes, rules and regulation (hereinafter “consumer protection laws”). Because certain customer complaints may impose liability upon distributor under consumer protection laws, Dealer agrees to provide prompt notice to Distributor to such complaints and take such other steps as Distributor may require. Dealer also agrees to provide applicable required customer notifications and disclosures as prescribed by consumer protection laws. Dealer will do nothing to affect adversely Distributor’s rights under consumer protection laws.

Dealer shall maintain, at Dealer’s expense, adequate fire, general liability, garage keepers liability, product liability, completed operations liability, automobile liability, workers compensation and casualty insurance issued by an insurer of recognized responsibility satisfactory to Distributor with coverage for each occurrence and in an aggregate amount acceptable to Distributor, and providing coverage for, among other things, death, bodily injury, property damage and loss of income claims that might arise under the doctrine of products liability and any other claims that might arise in connection with the dealership operations. All insurance shall be placed with a reputable insurance company having a Financial Size Category equal to or greater than 1x and Policyholders Rating of ‘A+’ or ‘A-’ (Excellent) as assigned by Alfred M. Best and Company, Inc., or any other insurance company approved by Distributor. Each insurance policy shall list Distributor as an additional insured, shall provide for thirty (30) day’s notice to Distributor prior to cancellation of such insurance, and shall give Distributor the right to pay any premium due to avoid cancellation of such insurance. The Dealer shall reimburse Distributor immediately upon demand for any amount paid by Distributor on behalf of the Dealer to maintain an insurance policy. Upon request, Dealer shall furnish Distributor with certificates of insurance, proof of payment of premiums and copies of insurance policies which evidence the Dealer’s compliance with the requirements of this paragraph. Prior to the expiration of any existing policy, the Dealer shall provide proof of the renewal of such policy or the acquisition of a replacement or substitute policy. In addition, the Dealer shall provide proof of insurance within five (5) days of any request by Distributor. Such insurance shall be maintained in full force and effect at Dealer’s sole cost throughout the term of this Agreement (and throughout any period during which Distributor has permitted Dealer to continue any of the dealership operations despite the expiration or termination of this Agreement).