Common use of General Provisions Clause in Contracts

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer may agree supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to issue a joint press release concerning the execution Offering. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that certain engagement letter between the Company and the Underwriter, dated February 27, 2024, not otherwise superseded by the terms of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, no other person shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations acquire or warranties, whether oral have any right under or written, by any party or any officer, employee or representative virtue of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionThe term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxx Xxx Title: CEO The foregoing Underwriting Agreement is hereby confirmed and all Products sold to Customer accepted by Seller the Representative as of the Effective Date date first above written. By: Name: Xxxxxxxxx Xx Title: Co-Head of this Agreement shall be subject Investment Banking XX Xxxxxx LLC [___________] Number of Firm Units: [__________] Class A Ordinary Shares (Or Pre-Funded Warrants1) [__________] Series A Warrants to this Agreement, which shall supersede and replace any additional or different terms Purchase Class A Ordinary Shares [__________] 2Series B Warrants to Purchase Class A Ordinary Shares Number of those Option Units: [__________] Class A Ordinary Shares (Or Pre-Funded Warrants) [__________] Series A Warrants to Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of Class A Ordinary Shares [__________] 3 Series B Warrants to Purchase Class A Ordinary Shares Public Offering Price per one Unit: $[____] Underwriting Discount per one Unit: $[____] Exercise price per one Share underlying the parties. Series A Warrants: $[***____] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only Exercise price per one Share underlying the Series B Warrants: $ 0.0001 Proceeds to sales of Products and Services to be installed at Customer Sites in Mexico.'Company per one Unit (before expenses): $[____] per share

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this This Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute constitutes the entire agreement between Customer and Seller with respect of the parties to this Agreement relating to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements, covenantsunderstandings, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party and negotiations with respect to the subject matter Offering. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Upon certification Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by Customer the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties, and other statements of performance the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Products purchased pursuant to the Letter Agreement between Seller Offered Securities and Customer dated June 29, 1999 payment for them as contemplated hereby and (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions iii) termination of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionExcept as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all outstanding Purchase Orders as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from Customer the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all Products sold to Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Yxxx Xxxxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: Exxxx Xxx Title: Chief Executive Officer Univest Securities, LLC Fosun International Securities Limited Number of this Agreement shall be subject Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per Ordinary Share: $[●] Underwriting Discount per Ordinary Share: $[●] Proceeds to this Agreement, which shall supersede and replace any additional or different terms Company per Ordinary Share (before expenses): $[●] Yxxx Xxxxxx Sai Yxxx Xxxxxx Kx Xxxx Pong Hxx Xxx Kan Kxxx Xxxxx Hxx Xxx Xxx Txxx Xxxx Low Dxxxxx Xxxxxx Glorious Quintessence Limited BioLingus (BVI) Limited British Virgin Islands BioLingus Research (Australia) Pty Ltd Australia BioLingus (Hong Kong) Limited Hong Kong Special Administrative Region BioLingus Beijing People’s Republic of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'China Biolingus IP GmbH Switzerland

General Provisions. a. Seller This Assignment and Customer Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may agree to issue be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a joint press release concerning the execution signature page of this Agreement. Such press release Assignment and Assumption by telecopy shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party effective as delivery of any breach or failure to comply with any provision a manually executed counterpart of this Agreement by Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the other party must be law of the State of New York. To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of July 25, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing and shall not be construed asfrom time to time, or constitutethe “Credit Agreement;” the terms defined therein being used herein as therein defined), among Buckeye Technology Inc., a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 Delaware corporation (the "Initial Order"“Company”), such Letter Agreement shall be terminated the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the terms Bank of America, N.A., as Administrative Agent, L/C Issuer and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this AgreementSwing Line Lender. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller The undersigned Responsible Officer hereby certifies as of the Effective Date date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and that: (a) The conditions specified in Section 4.02 of the Credit Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms have been satisfied as of those Purchase Orders or other order documentationthe Closing Date. e. Any amendment (b) There has been no event or modification of this Agreement circumstance since June 30, 2006 that has had or any Exhibit must could be reasonably expected to have, either individually or in writing and signed by the aggregate, a duly authorized representative of each Material Adverse Effect. (c) No action, suit, investigation or proceeding is pending, or to the knowledge of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCompany, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller ‌ 3.1 Unless the context or any other collateral agreements between the Town or the Developer otherwise requires, where the Developer is obliged by this Agreement or the approved Plans to make payments or install or construct or carry out any services or action the provisions therefore contained herein shall be deemed to include the words “at the sole expense of the Developer”. 3.2 The Developer hereby covenants, warrants and Customer agrees to save harmless and keep the Town and its agents, contractors, employees and elected officials indemnified from and against all manner of actions, causes of actions, suits, claims and demands whatsoever which may agree to issue a joint press release concerning arise directly or indirectly by reason of the execution design, installation, construction, or operation of any of the Works required under this Agreement. Such press release shall be subject , or by reason of the maintenance or lack of maintenance of such Works by the Developer pursuant to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision the terms of this Agreement or by reason of any defect in workmanship or material. 3.3 The Developer and the other party must Town acknowledge and agree that it is their intent that all terms, conditions and covenants contained herein: a) shall run with the Lands; and, b) shall be binding upon the Developer, its heirs, executors, administrators, assigns and successors in writing title, from time to time; and, c) the benefits of the said covenants shall enure to the Town, its successors and assigns in title, of all roads, streets, and public Lands forming part of or abutting on the Lands. 3.4 Any notices required or permitted to be given pursuant to the terms of this Agreement shall be given in the manner set out in Section 42. 3.5 This Agreement and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns of the parties hereto and upon those persons and/or corporations hereafter acquiring title to all or any part of the Lands. 3.6 The Developer shall impose restrictions as set forth in Schedule "I" annexed hereto on all the Lands so that subsequent Owners will be made aware of and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision strictly adhere to the requirements of this Agreement. c. 3.7 The Schedules annexed hereto, being Schedules “A” to “I” inclusive, are deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement. 3.8 The Developer agrees to be bound by the penalty provisions sent forth in Section 67 of the Planning Act, 1990, and amendments thereto. 3.9 In constructing, installing or providing the Works, the Developer shall comply with all statues, laws, by-laws, regulations, ordinances, orders and requirements of any governmental or other public authorities having jurisdiction at any time from time to time enforced. Without limiting the foregoing, the Developer agrees to comply with and cause to be complied with, the provisions of the Occupational Health and Safety Act, the Environmental Protection Act, the Ontario Water Resources Act, the Safe Drinking Water Act and any regulations, policies and guidelines relating thereto. The Developer further agrees to handle and dispose of all materials in accordance with the foregoing legislation. 3.10 The Developer shall do, cause to be done, or refrain from doing any act or thing as directed by the Town if at any time the Town considers that any situation or condition is unsafe, damaging to the environment, or contrary to the provisions of any applicable laws. If the Developer fails to comply with such direction, the Town may take action to remedy the situation at the expense of the Developer and in this regard the Town shall also be entitled to draw upon any security filed by the Developer under this Agreement. 3.11 If any of the provisions term of this Agreement shall be invalid found to be ultra xxxxx of the Town, or unenforceableotherwise unlawful, such invalidity or unenforceability term shall not invalidate or render unenforceable conclusively be deemed to be severable and the entire Agreement, but rather the entire remainder of this Agreement mutatis mutandis shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect. 3.12 The Developer shall not call into question directly or indirectly, in any proceeding whatsoever in law or in equity, or before any court or administrative or other tribunal, the right of the Town to enter into this Agreement and to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such action or proceeding as a complete and conclusive estoppel of any denial of such right. 3.13 Time shall be of the essence of this Agreement, including all Exhibits that are attached . 3.14 Prior to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions execution of this Agreement by the Town, the Developer shall apply deliver to the Initial Order as if Town a Certificate of Status issued by the Initial Order were Ontario Ministry of Government and Consumer Services verifying that the Developer is a Purchase Order company duly incorporated under the laws of the Province of Ontario and is in good standing. 3.15 The Developer hereby agrees to procure, register and provide to the Town any postponement agreements which the Town solicitor considers necessary to ensure that this Agreement. In additionAgreement shall have priority over any interest of a mortgagee in the Lands. 3.16 The Developer shall notify or cause to be notified each and every purchaser of a Lot or Lots or Block or Blocks of all Works contracted by the Developer, all outstanding Purchase Orders from Customer the Developer’s obligations to maintain the Works and all Products sold other conditions covered by this Agreement by providing a complete and accurate summary of same and shall cause such information to Customer be fully recorded in any Offer to Purchase or Agreement of Purchase and Sale entered into by Seller the Developer. 3.17 In the event that a Mortgagee(s) exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Lands as a subdivision or part thereof unless and until a new agreement in the same form, mutatis mutandis, as this Agreement has been entered into with the Town. 3.18 In the event that the Developer wishes to register more than one Plan of Subdivision over the Lands, the Developer shall first obtain the written consent of the Effective Date Town to do so, which consent shall be conditional upon the Developer registering such Plans of Subdivision in such order as determined by the Town and upon registering such Plans of Subdivision concurrently. The Developer shall not register a Plan of Subdivision over part of the Lands without prior written consent of the Town. 3.19 Any and all of the Developer’s obligations under this Agreement shall be subject to this Agreement, which shall supersede joint and replace any additional or different terms of those Purchase Orders or other order documentationseveral. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire (a) This Agreement, but rather together with the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionsPlan, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute constitutes the entire agreement between Customer the Company and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to Grantee regarding the subject matter hereof. Upon certification by Customer of performance acceptance grant of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 Shares. (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of b) The Committee may modify this Agreement shall apply to bring it into compliance with any valid and mandatory government regulation or exchange listing requirement. This Agreement may also be amended by the Initial Order as if Committee with the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as consent of the Effective Date of this Agreement Grantee. Any such amendment shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by the Company and the Grantee. (c) Nothing contained in this Agreement shall be deemed to require the Company and its Subsidiaries to continue the Grantee’s relationship as an Employee or to modify any agreement between the Grantee and the Company or its Subsidiaries relating thereto. (d) The Committee may from time to time impose any conditions on the Shares as it deems reasonably necessary to ensure that the Plan and this Award satisfy the conditions of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended. (e) The Grantee agrees upon request execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) Grantee hereby acknowledges receipt of a duly authorized representative copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of the Plan as it presently exists, and as it may hereafter be amended, are deemed incorporated herein by reference, and in the event of any conflict between the terms of this Agreement and the provisions of the Plan, the provisions of the Plan shall be deemed to supersede the provisions of this Agreement. (g) This Agreement shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania without regard to the application of the principals of conflicts or choice of laws. (h) This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales which shall be deemed an original, and all of Products and Services which together shall be deemed to be installed at Customer Sites in Mexicoone and the same instrument.'

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 8, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreementregardless of (i) any investigation, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect or statement as to the subject matter hereof and supersedes all prior agreementsresults thereof, covenantsmade by or on behalf of the Underwriters, arrangementsthe officers or employees of the Underwriters, communicationsany person controlling any of the Underwriters, representations the Company, the officers or warrantiesemployees of the Company, whether oral or written, by any party or any officerperson controlling the Company, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance (ii) acceptance of the Products purchased pursuant to the Letter Agreement between Seller Offered Securities and Customer dated June 29, 1999 payment for them as contemplated hereby and (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions iii) termination of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition[Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxx Xxxx Title: Chief Executive Officer and all Products sold to Customer Chairman The foregoing Underwriting Agreement is hereby confirmed and accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxxxx Xxxxx Title: Chairman Prime Number Capital LLC [●] [●] Number of this Agreement shall be subject Firm Shares: [●] Number of Additional Shares: [●] Number of Underwriter’s Warrants: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1% per share (or $[●] per share) Non-accountable expense allowance per Additional Share: 1% per share (or $[●] per share Proceeds to this AgreementCompany per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] Zhongjin International Limited Hong Kong Erhua Medical Technology (Changzhou) Co., which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each Ltd PRC Changzhou Zhongjin Medical Co, Ltd PRC Zhongjin Medical Taizhou Co., Ltd. PRC Changzhou Zhongjin Jing’ao Trading Co., Ltd PRC [●], 2022 Prime Number Capital LLC, As Representative of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONunderwriters of the Company 00 Xxxxxx Xxxxx Xxxxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Prime Number Capital LLC, the representative (the “Representative”) of the underwriters (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with JIN MEDICAL INTERNATIONAL LTD. f. This Agreement applies only , a Cayman Islands exempted company (the “Company”), in connectin to sales the initial public offering (the “Offering”) of Products and Services to be installed at Customer Sites in Mexicothe Company’s ordinary shares, par value $0.001 per share (the “Shares”).'

General Provisions. a. Seller and Customer may agree 17.1. Without prejudice to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any provisions of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire present Agreement, but rather Agent reserves the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached right to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and change the terms and conditions of this Agreement (including without limitations any of the Exhibits and /or Annexes and/or schedules) at any time to reflect changes, inter alia, in market conditions and relevant laws. The changes shall apply be carried out subject to the Initial Order following rules: a) If the change is to the Client’s advantage, the changes shall be effected immediately and notified to the Client within 30 days; b) If the change is neither advantageous nor disadvantageous to the Client , the Agent shall give the Client, as if soon as practicable, but no later than 10 days advance notification thereof; c) If the Initial Order were change adds a Purchase Order under this Agreement. In additionburden to the Client, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as Agent shall inform the Client at least 30 days in advance of the Effective Date effective date of the change. 17.2. If any provision of this Agreement becomes or is deemed to be illegal, invalid or unenforceable, at any time, in any respect under the laws of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction shall in any way be affected or impaired and the invalid, illegal or unenforceable provision shall be reformed, amended, interpreted or applied so as to produce as near as may be possible the economic result intended by the Parties. 17.3. This Agreement shall supersede any previous oral or written agreements or understandings between the Parties. 17.4. The Parties agree that each of them is entitled to provide for automatic tape recording of telephone conversations between the Parties’ representatives negotiating, in particular, terms of a certain Transaction and the procedure for issuing and performing the respective Instructions and orders, and the Parties shall be entitled to subsequently refer to such tape recordings as a justified proof of their actions, fact of execution of the Transaction and receipt of the Instruction. The Client hereby agrees not to object to automatic tape recording of telephone conversations in the course of which an Authorized Person of the Client and Authorized Person of Agent make a Transaction or agree on conditions, term and procedure for providing a Service to the Client. The Client agrees that, should a dispute arise between the Parties, concerning, in particular the fact of execution of the Transaction and of agreement on all Material Terms, which, as described above, determines the availability of the Client’s verbal Instruction to the Agent, the tape recording of the corresponding telephone conversation between the Authorised Person of the Client and Authorised Person of the Agent shall be reasonable and sufficient confirmation of the Parties’ positions on the point of the dispute. Herewith, the Parties agree that neither Party shall object to or otherwise impede the use of such tape recording for further examination of the dispute by any arbitration court, as an objective proof of the Parties’ positions in such dispute or controversy. The tape may be subject to this Agreementauthentication, which shall supersede and replace any additional or different terms upon request of those Purchase Orders or other order documentationeither Party. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller 8.1. This Agreement may only be amended by decision of Shareholders holding at least seventy-five percent (75%) of the Relating Capital Stock and Customer may agree to issue a joint press release concerning by the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withhelda specific instrument. b. 8.1.1. Any waiver Shareholder who disagrees with the decision to amend this Agreement made by any party Shareholders holding at least seventy-five percent (75%) of any breach or failure the Relating Capital Stock may have his/her Shares discharged from this Agreement by sending written notice to comply with any provision this effect to the other Shareholders, provided that such Shareholder (a) shall have his/her rights set forth in Section II of this Agreement removed or unfavorably modified or (b), in view of the proposed change, shall be affected by any other material, unfavorable change in his/her contractual rights hereunder or set forth in the applicable laws. 8.2. Starting on the date hereof, no Shareholder may execute any other shareholders’ agreement or similar instrument concerning the Company or the Shares without the previous written consent of those holding at least seventy-five percent (75%) of the Relating Capital Stock. Each of the Shareholders hereby consents to the other Shareholders executing the Shareholders Agreement. 8.3. The Shareholders may xxxxx xxxxxx of attorney to third parties for the same to represent them before the Company at shareholders’ meetings and any corporate actions, on condition that such third parties shall vote and/or proceed as set forth in this Agreement, which condition shall be set forth in any such powers of attorney. 8.4. Each Shareholder agrees to take any and all such steps as may be needed for a proper and full performance of the obligations assumed under this Agreement. 8.5. If any provisions contained in this Agreement is held null or ineffective, then such fact will not compromise the validity and effectiveness of any other provisions, which shall be fully observed, and the Shareholders agree to use their best efforts to agree on a valid alternative to achieve the same effects as intended by the provision having been held null or ineffective. 8.6. Subject to the provisions of this Agreement specifically in this respect, this Agreement is binding upon the Shareholders and their respective heirs, successors and assigns in any capacity. The Shareholders agree, on behalf of themselves and their successors, to abide by the rules set forth in this Agreement, as well as the rules set forth in the Company’s other party must shareholders agreements. 8.7. All notices and/or communications under and/or related to this Agreement shall be in writing and delivered in person, by mail or by e-mail, with return notice (or proof of delivery, for e-mail) requested in any event, and shall not be construed asaddressed to the Shareholders as shown below: (a) If to Nércio: Name: Nércio Xxxx Xxxxxxxx Xxxxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx (b) If to Xxxxxxx: Name: Xxxxxxx Xxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxxx@xxxx.xxx.xx (c) If to Alon: Name: Xxxx Xxxxx Address: Xxx Xxxxx Xxxxxxx, xx 000, 0x andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxx.xxxxx@xxxx.xxx.xx (d) If to Xxxxxx: Name: Xxxxxx Xxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx (e) If to Xxxxxx: Name: Xxxxxx Xxxxxxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx (f) If to the Company: Name: Linx S.A., care of Chief Executive Officer Xxxxxxx Xxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxxx@xxxx.xxx.xx 8.7.1. Any notices given under this Section shall be deemed delivered: (a) at the time of delivery if delivered in person; (b) at the time of receipt if sent by mail or constitutecourier; (c) at the time when proof of delivery is received by the sender, a continuing waiver if sent by e-mail. 8.7.2. Any of such provisionthe parties to this Agreement may change the address to which notices are to be sent by giving written notice thereof to the other parties according to Section 8.7 above. 8.7.3. For the purposes of article 118, or a waiver § 10, of the Corporation Law, each Shareholder appoints the individuals named in Section 8.7 above as their respective representatives for the purposes of any other provision communications with the Company in terms of providing or receiving information whenever necessary, in accordance with the provisions of this Agreement. c. 8.8. The Shareholders acknowledge that a mere payment of damages would not be an appropriate compensation for any default of obligations undertaken under this Agreement, which permits specific performance in accordance with the law. 8.9. This Agreement, as signed and initialed on the date hereof, together with the exhibit hereto, is the entire understanding among the Shareholders, by said date, on the transaction carried out hereunder. The Shareholders agree that this Agreement accurately reflects the negotiations previously held and their respective intents and fully supersedes any other documents or memoranda of any nature whatsoever previously exchanged among or signed by the parties, including the 2012 Shareholders Agreement, which is hereby terminated with no further formalities by the Shareholders for all legal purposes. It is hereby agreed that, for all intents and purposes, only this Agreement shall govern the relationships among Shareholders concerning the provisions hereof. 8.10. The Shareholders shall use their best efforts to try and amicably resolve all disputes arising out of this Agreement. If there should be any dispute, the Shareholder interested in resolving it shall send written notice to the other party with a view to holding amicable, good-faith negotiations in order to resolve the dispute within a period of thirty (30) days of the receipt of such notice. 8.11. Should the Shareholders fail to reach an amicable agreement on the dispute within the period set forth in Section 8.10 above, then the legal representative of one of the interested Shareholders shall give written notice to the legal representatives of the other interested Shareholder calling for them to jointly and amicably seek, within a period of thirty (30) days of such new notice, the best possible solution for the Shareholder involved. 8.12. If, upon expiration of the period set forth in Section 8.11 above, the legal representatives should fail to reach an amicable consensus on the dispute, then all matters, questions and disputes generally related to this Agreement, including, but not limited to, any question concerning its existence, effectiveness and termination, shall be referred to arbitration according to the following provisions: (i) The arbitration shall be submitted to the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce (“CCBC”), in accordance with the CCBC’s Arbitration Rules (hereinafter referred to as the “Rules”). (ii) The dispute shall be resolved by an Arbitral Tribunal (the “Arbitral Tribunal”) consisting of three (3) arbitrators. Each party shall designate one arbitrator, and the two (2) arbitrators so designated shall, by mutual agreement within a period of ten (10) days of the receipt of notice to be sent by the CCBC, appoint the third arbitrator, who shall act as president of the Arbitral Tribunal. Upon lapse of such period of ten (10) days, if the arbitrators appointed by the parties should fail to reach an agreement on the appointment of the third arbitrators, who shall serve as president, such third arbitrator shall be appointed by the President of the CCBC. Where there are multiple parties, whether as plaintiffs or respondents, such multiple plaintiffs or multiple respondents shall jointly designate one arbitrator. (iii) The arbitration shall be held in the City of São Paulo, Brazil, where the arbitration award will be issued. The arbitration procedure shall be held in Portuguese and in accordance with Law No. 9.307/96. (iv) Without prejudice to the effectiveness of this arbitration clause, the parties hereby elect, to the exclusion of any others, the courts in the Judicial District of São Paulo, State of São Paulo, if and when necessary, exclusively for the purposes of: (i) enforcing any obligations that are promptly capable of being enforced by court order; (ii) securing restraining orders or injunctive relief to assure the effectiveness of the arbitration procedure; and (iii) obtaining any specific performance order, it being understood that once such restraining order or specific performance order is obtained, then full and exclusive powers to resolve any and all such matters, whether procedural or on the merits, as may have given rise to the filing for relief or specific performance order shall be restored to the Arbitral Tribunal to be appointed or having already been appointed, and the relevant legal proceedings shall be suspended until a partial or final decision in the matter is rendered by the Arbitral Tribunal. Any filings provided for in this section shall not operate as a waiver of this arbitration clause or the full jurisdiction of the Arbitral Tribunal. (v) The Arbitral Tribunal shall render its award within a period of twelve (12) months as of the execution of the Arbitration Agreement. This period may be extended for up to six (6) months by the Arbitral Tribunal, to the extent justification is given. (vi) The arbitration award shall fix the arbitration fees and decide which of the parties shall bear them in what proportions they shall be shared by the parties. In any event, each party shall pay its own attorney’s fees. (vii) The Shareholders and the arbitrators shall keep any and all information concerning the arbitration in secrecy. (viii) The Shareholders and the Company agree that any order, decision or determination by the Arbitral Tribunal shall be final and binding upon the parties to the relevant dispute. (ix) The Company represents that it is bound by this arbitration clause for all legal purposes. (x) The arbitration shall be subject to the law, and the arbitrators shall compulsorily apply the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable and the entire Agreement, but rather laws of the entire Federative Republic of Brazil. 8.13. This Agreement shall be construed as if not containing governed by and interpreted in accordance with the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance laws of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions Federative Republic of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this AgreementBrazil, which shall supersede and replace also be the governing law for any additional or different terms of those Purchase Orders or other order documentationarbitration hereunder. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller (a) Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and Customer may agree to issue a joint press release concerning contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Offering Statement, any Preliminary Offering Circular and the Final Offering Circular (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. (b) The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling the Underwriters and the Company, the officers or employees of the Company, or any person controlling the Company (ii) acceptance of the Shares and payment for them as contemplated hereby and (iii) termination of this Agreement. (c) Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors, officers and their respective successors and assigns, all as and to the extent provided in this Agreement, including all Exhibits that are attached to and hereby incorporated into no other person shall acquire or have any right under or by virtue of this Agreement, . The term “successors and assigns” shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative not include a purchaser of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to Shares from the Letter Underwriters merely because of such purchase. (d) This Agreement between Seller and Customer dated June 29may be executed in two or more counterparts, 1999 (the "Initial Order"), such Letter Agreement each one of which shall be terminated and an original, with the terms and conditions of this Agreement shall apply to the Initial Order same effect as if the Initial Order signatures thereto and hereto were a Purchase Order under upon the same instrument. (e) This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. (f) The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree 11.1 All periods of time referred to issue in this Agreement (other than references to business days ) shall include all Saturdays, Sundays or State of New York holidays provided that if the date or last date to perform the act or give any notice with respect to this Agreement shall fall on a joint press release concerning the execution Saturday, Sunday or State of this Agreement. Such press release shall be subject to prior review and written approval by both partiesNew York holiday, such approval act or notice may be timely performed or given if performed or given on the next succeeding day which is not to be unreasonably withhelda Saturday, Sunday or State of New York holiday. b. Any waiver by any party of any breach 11.2 All notices, requests, consents and other communications required or failure to comply with any provision of this Agreement by the other party must permitted hereunder shall be in writing and shall not be construed asdeemed effectively given or delivered upon confirmed facsimile transmission, personal delivery or constitute, the day following delivery to a continuing waiver courier service which guarantees overnight delivery of such provisionnotice or five (5) days after deposit with the U.S. Post Office, by registered or certified mail, return receipt requested, postage prepaid, and, in the case of courier or mail delivery, addressed to the intended recipient at his or its address as shown on Schedule I attached hereto or such other address as a waiver of any other provision of this Agreementparty may specify in writing. c. If any 11.3 This Agreement constitutes the entire agreement and understanding of the provisions parties relating to the subject matter hereof, and supersedes all prior agreements, whether oral or written, relating to the subject matter hereof (it being understood that this Section 11.3 is not intended to obviate the respective rights and obligations of Xxxxxx, Holdco and the other parties thereto under the Investors Agreement (No. 1) dated as of the same date as this Agreement shall among Holdco, Xxxxxx, XXX and TP). 11.4 Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be invalid or unenforceable, ineffective to the extent of such invalidity prohibition or unenforceability without invalidating the remaining provisions hereof or thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordinglysuch provision in any other jurisdiction. d. Except 11.5 The headings of the Non-Disclosure articles and sections contained in this Agreement dated May 19are solely for the purpose of reference, 1999 which are not part of the agreement of the parties and shall remain in full force and effect, not affect the meaning or interpretation of this Agreement, including all Exhibits that are attached to . The definitions in Section 1 and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, Exhibits and Schedules shall be deemed references to and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to the Initial Order as if the Initial Order were a Purchase Order under "Certificate of Incorporation", "Restated Certification of Incorporation", "Articles of Incorporation", "charter", "organizational or governing documents" or "By-laws" of any Entity, to any agreement (including this Agreement) or other Contract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). In additionUnless otherwise expressly provided herein or unless the context shall otherwise require, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date any provision of this Agreement shall be subject to this Agreementusing a defined term (by way of example and without limitation, such as "Controlled Affiliate") which shall supersede and replace is based on a specified characteristic, qualification, feature, relationship or status shall, as of any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies time, refer only to sales such Persons who have the specified characteristic, qualification, feature, relationship or status as of Products and Services to be installed at Customer Sites in Mexicothat particular time.'

General Provisions. a. Seller (a) This Agreement, the Stock Purchase Agreement, the Stockholders Agreement and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review Registration Rights are the complete, final and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any exclusive statements of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller the parties with respect to the subject matter hereof and supersedes thereof and supersede all prior or contemporaneous agreements, covenantsnegotiations, arrangementsrepresentations, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party understandings and discussions between the parties and/or their respective representatives with respect to the subject matter hereofcovered hereby. Upon certification by Customer of performance acceptance This Agreement shall supersede Schedule 3.11 of the Products purchased pursuant Stock Purchase Agreement. (b) Any notice required or permitted hereunder shall be given in writing and shall be conclusively deemed effectively given (a) upon personal delivery to the Letter Agreement between Seller person to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after deposit in the United States mail, by registered or certified mail, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt addressed as set forth on the signature page of this Agreement, or at such other address as a party may designate by ten (10) days' advance written notice to the other party. (c) The rights and Customer dated June 29, 1999 (benefits of the "Initial Order"), such Letter Company under this Agreement shall be terminated transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the terms benefit of, and conditions be enforceable by the Company's successors and assigns (including PriCellular). The rights and obligations of Executive under this Agreement may only be assigned with the prior written consent of the Company and any purported transfer otherwise shall be null and void, except as permitted by the Stockholders Agreement. (d) Either party's failure to enforce any provision or provisions of this Agreement shall apply to the Initial Order not in any way be construed as if the Initial Order were a Purchase Order under waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification waiver of this Agreement or any Exhibit must provisions hereof shall be set forth in writing and signed shall be executed by both parties hereto. The rights granted both parties herein are cumulative and shall not constitute a duly authorized representative waiver of each either party's right to assert all other remedies available to it under the circumstances. (e) Executive agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) Executive has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. (g) References in this Agreement to the Stock Purchase Agreement, Stockholders Agreement and Registration Rights Agreement shall include any amendments thereto effected from time to time in accordance with the respective terms of such agreements; provided, however, that no such amendment shall alter -------- ------- any obligation of the partiesCompany under this Agreement in a manner adverse to Executive unless Executive consents in writing thereto. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'(SIGNATURE PAGE FOLLOWS)

General Provisions. a. Seller and Customer may agree This Agreement constitutes the entire agreement of the parties to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the other party must be in writing and shall not be construed asOffering, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any except for those specific provisions of the provisions of this Exclusive Engagement Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable between the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, Company and the rights and obligations Representative, dated as of Seller and Customer shall be construed and enforced accordingly. d. Except May 10, 2023 (the Non-Disclosure Agreement dated May 19“Engagement Letter”), 1999 that are not related to the Offering, each of which provisions shall remain in full force and effect for the term of the Engagement Letter. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, including all Exhibits that are attached to and hereby incorporated into no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall constitute become a binding agreement in accordance with its terms. Very truly yours, By: Name: Sxxxxxxxx Xxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the entire Underwriters as of the date first above written. Underwriters listed on Schedule 1 hereto By: Name: Exxxx Xxx Title: Chief Executive Officer Univest Securities, LLC 1. Free Writing Prospectus, dated [ ], link as follows: [ ] Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Firm Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Name of Subsidiary Jurisdiction of Incorporation or Organization Youxin Cloud (BVI) Ltd British Virgin Islands Youxin Cloud (HK) Limited Hong Kong Hainan Youxin Mutual Enterprise Management Co., Ltd. The People’s Republic of China Guangzhou Youxin Technology Co., Ltd. The People’s Republic of China As Representative of the Several Underwriters 70 Xxxxxxxxxxx Xxxxx Suite 1838 New York, New York 10019 Ladies and Gentlemen: In consideration of that certain Underwriting Agreement (the “Underwriting Agreement”) between Youxin Technology Ltd, a Cayman Islands company (the “Company”), and Univest Securities, LLC (“Univest”), as representative of the several underwriters named in Schedule 1 thereto (such underwriters, including Univest, the “Underwriters”), to underwrite a proposed initial public offering (the “Offering”) of Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company, the undersigned hereby irrevocably agrees that the undersigned shall not, for a period beginning on and including the date of this agreement between Customer and Seller ending six (6) months after the effective date of the registration statement in connection with the Offering (the “Lock-Up Period”), without the prior written consent of Univest (which consent may be withheld in its sole discretion): (1) offer to sell, sell, pledge, contract to sell, purchase any option to sell, grant any option for the purchase of, lend, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition by the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) with the Securities and Exchange Commission of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), to register, any Ordinary Shares or any securities convertible into, or exercisable or exchangeable for Ordinary Shares, options or warrants or other rights to acquire Ordinary Shares of which the undersigned is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such shares, securities, options, warrants or rights, collectively, the “Restricted Securities”); (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Ordinary Shares or such other convertible, exercisable or exchangeable securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise; or (3) publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. Notwithstanding anything to the contrary contained in this agreement, the foregoing restrictions in clauses (1), (2) and (3) described above shall not apply to the Company with respect to any of the subject matter hereof following transactions: (i) the issuance of the Ordinary Shares, or securities convertible into or exercisable for any of the Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of any restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of the Underwriting Agreement and supersedes all prior agreementsdescribed in the final prospectus for the Offering (the “Prospectus”); (ii) grants of stock options, covenantsstock awards, arrangementsrestricted stock, communicationsRSUs, representations or warrantiesother equity awards and the issuance of the Ordinary Shares, or securities convertible into or exercisable or exchangeable for any of the Ordinary Shares (whether oral upon the exercise of stock options or writtenotherwise) to the Company’s employees, by executive officers, directors, corporate auditors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the closing of the Offering and described in the Prospectus; or (iii) the Company’s filing of any party registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of the Underwriting Agreement and described in the Prospectus or any officerassumed benefit plan pursuant to an acquisition or similar strategic transaction. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares owned either of record or beneficially by the undersigned except in compliance with the foregoing restrictions. Any securities of the Company acquired by the undersigned in the Offering (including, employee without limitation, in any issuer-directed share program) shall also be Restricted Securities subject to this agreement. If the undersigned is an executive officer or representative director of the Company, and/or a holder of 5% or greater of the Company’s outstanding Ordinary Shares, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any party issuer-directed Ordinary Shares that the undersigned may purchase in the Offering. Notwithstanding anything to the contrary contained in this agreement, the restrictions described in the immediately preceding paragraph shall not apply to executive officers or directors of the Company, and/or a holder of 5% or greater of the Company’s outstanding Ordinary Shares, with respect to the subject matter hereof. Upon certification by Customer of performance acceptance any of the Products purchased following transactions: (a) transfers of Restricted Securities as a bona fide gift or gifts by the undersigned or for bona fide estate planning purposes; (b) transfers or dispositions of Restricted Securities to any trust for the direct or indirect benefit of the undersigned or any member of the immediate family of the undersigned; (c) transfers or dispositions of Restricted Securities to a partnership, limited liability company or other entity of which undersigned and its immediate family members are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (d) transfers of Restricted Securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; (e) transfers or dispositions of Restricted Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (d) immediately above; (f) in the case that the undersigned is a corporation, partnership, limited liability company, trust or other business entity, transfers or dispositions of Restricted Securities (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or its affiliates; or (B) as part of a distribution to members or shareholders of the undersigned; (g) transfers or dispositions of Restricted Securities by operation of law; (h) transfers or dispositions of Restricted Securities to the Company from an employee upon death, disability or termination of employment of such employee; (i) transfers or dispositions of Restricted Securities to the Company in connection with the vesting, settlement or exercise of RSUs, options, warrants or other rights to purchase the Ordinary Shares (including “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments; (j) transfers or dispositions of Restricted Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction approved by the Company’s board of directors and made to all shareholders involving a change in control, provided that if such transaction is not completed, all such Restricted Securities would remain subject to the restrictions in the clauses (1), (2) and (3) described above; (k) exercise of the options, settlement of RSUs or other equity awards, or the exercise of warrants granted pursuant to plans described in the Prospectus, provided that any Restricted Securities received upon such exercise, vesting or settlement would be subject to restrictions similar to those in the clauses (1), (2) and (3) described above; (l) conversion of outstanding preferred stock, warrants to acquire preferred stock, or convertible securities into the Ordinary Shares or warrants to acquire Ordinary Shares, provided that any of the Ordinary Shares or warrant received upon such conversion would be subject to restrictions similar to those in the clauses (1), (2) and (3) described above; (m) establishment by the undersigned of trading plans under Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of the Restricted Securities during the Lock-Up Period; (n) the sale of the Ordinary Shares pursuant to the Letter Agreement between Seller and Customer dated June 29terms of the Underwriting Agreement; and (o) transfers of Restricted Securities to a charity or educational institution; provided, 1999 however, that A. in the case of (the "Initial Order"a), such Letter Agreement (b) (c) or (d) above, it shall be terminated and the terms and conditions of this Agreement shall apply a condition to the Initial Order transfer or disposition that the donee, trustee, heir, distributee or other transferee, as if the Initial Order were case may be, agrees to be bound in writing to the restrictions set forth herein during the Lock-Up Period; B. any transfer or disposition pursuant to (a), (b), (c) or (d) above shall not involve a Purchase Order disposition for value; and C. in the case of a transfer or distribution pursuant to (a), (b), or (d) above, no filing by the undersigned or any other party under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement Exchange Act or other public announcement shall be subject to this Agreement, which shall supersede and replace any additional required or different terms of those Purchase Orders made voluntarily during the Lock-Up Period in connection with such transfer or other order documentationdistribution. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller (a) This Agreement shall be governed by and Customer may construed in accordance with the laws of the State of Tennessee. The Adviser and the Client agree that any appropriate state or any Federal Court located in Washington County, Tennessee shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to issue a joint press release concerning adjudicate such case or controversy. The parties hereto consent to the execution jurisdiction of such courts. (b) Each section of this Agreement and any and every provision therein shall be severable from every other section of this Agreement. Such press release shall be subject to prior review , and written approval by both partiesany and every provision thereof, such approval not to be unreasonably withheld. b. Any waiver by any party and the invalidity or unenforceability of any breach section or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver affect the validity of any other section or provision of this Agreement. c. If any of the provisions of this (c) This Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather embodies the entire Agreement shall be construed as if not containing of the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party parties hereto with respect to the subject matter hereof. Upon certification by Customer , and all prior agreements, understandings, and negotiations are merged herein and superseded hereby. (d) Exhibit A to this Agreement may be amended from time to time with the consent of performance acceptance of both the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated Adviser and the terms and conditions of this Agreement shall apply to Client. (e) Except for the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject Fee Schedules set forth on Exhibit B to this Agreement, which shall supersede may be amended by the Adviser on 30 days’ prior notice to the Client, and replace changes to the identity of Sub- Advisers listed in Schedule B of Exhibit B, which may be amended at any additional or different terms time in the sole discretion of those Purchase Orders or other order documentation. e. Any amendment or modification of the Adviser, and without notice to the Client, this Agreement or any Exhibit must may not be amended unless the amendment is in writing and signed by a duly authorized representative of the parties sought to be bound. (f) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the partiessame agreement. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONA signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. f. This (g) The Client represents and warrants that the Client is authorized and empowered to enter into this Agreement. If this Agreement applies only to sales is being signed on behalf of Products a corporation, partnership, trust or other business or legal entity, the Client further represents and Services to be installed at Customer Sites in Mexicowarrants that applicable law and the Client’s governing documents authorize and permit this Agreement.'

General Provisions. a. Seller (a) Borrower waives presentment, demand, notice, protest and Customer may agree to issue a joint press release concerning the execution all other demands and notices in connection with delivery, acceptance, performance or enforcement of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheldNote. b. Any waiver by any party of any breach or failure to comply (b) This Note, together with any provision of this Agreement by the other party must be in writing related loan and shall not be construed assecurity agreements, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionsguaranties, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute documents ancillary thereto contains the entire agreement between Customer Lender and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party Borrower with respect to the subject matter hereof, and supersedes every course of dealing, other conduct, oral agreement, commitment letter or other correspondence related thereto and representation previously made by Xxxxxx. (c) Xxxxxxxx agrees that in any legal proceeding, a copy of this Note kept in Xxxxxx’s course of business may be admitted into evidence as an original. (d) This Note is a binding obligation enforceable against Borrower and its permitted successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Upon certification Borrower may not assign any of its rights or obligations hereunder without the prior written consent of Xxxxxx. If a court deems any provision of this Note invalid, the remainder of this Note shall remain in effect. (e) If there is more than one Borrower, each of them shall be jointly and severally liable for all amounts and obligations which become due under this Note and the term “Borrower” shall include each as well as all of them. (f) Borrower shall furnish to Bank the following financial information, in each instance prepared in accordance with generally accepted accounting principles consistently applied: (i) not later than one hundred twenty (120) days after the end of each fiscal year, financial information of Borrower including, without limitation, an operating statement, a cash flow statement and a balance sheet and any other information reasonably requested by Customer Xxxxxx, prepared by Xxxxxxxx’s chief financial officer or if Borrower has no such officer, the chief financial officer of performance acceptance Xxxxxxxx’s manager; and (ii) such other information respecting the operations of Borrower and/or the Property as Lender may from time to time reasonably request. Borrower shall promptly notify Lender of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29occurrence of any default, 1999 Event of Default, adverse litigation or material adverse change in its financial condition. (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions g) If payment of this Agreement Note is secured by collateral, the collateral is specified in the collateral records of Lender. (h) No failure by the holder hereof to exercise, and no delay in exercising, any right or remedy hereunder shall apply to operate as a waiver thereof, nor shall any single or partial exercise by such holder of any right or remedy hereunder preclude any other or further exercise thereof or the Initial Order as if the Initial Order were a Purchase Order under this Agreementexercise of any other right or remedy. In addition, all outstanding Purchase Orders from Customer The rights and all Products sold to Customer by Seller as remedies of the Effective Date holder hereof as herein specified are cumulative and not exclusive of this Agreement shall be subject to this Agreementany other rights or remedies which such holder may otherwise have. (i) All notices, which shall supersede and replace any additional or different terms of those Purchase Orders demands, or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit communications hereunder must be in writing and signed will be effective when delivered or mailed to the address set forth herein or such other address as provided by such party via overnight delivery service or personal service or, if mailed, three (3) days after deposit, postage prepaid, in an official depository maintained by the United States Post Office. (j) Borrower agrees to indemnify Lender and its affiliates and their respective officers, directors and employees (collectively, “Indemnitees”) and hereby holds Indemnitees harmless against all liabilities, claims, actions, suits, proceedings, penalties, costs, expenses, brokerage or other fees (including, without limitation, reasonable legal fees and expenses), losses, damages and liabilities of any kind or nature including in tort, penalties and interest, which Lender may incur in any manner other than Xxxxxx’s own negligence or willful misconduct, by reason of any matter relating, directly or indirectly, to this Note and the related Loan Documents. This indemnity shall survive the termination of this Note. (k) To the fullest extent permitted by applicable law, Xxxxxxxx and Lender shall not assert, and each hereby waives any claim against the other, on any theory of liability, for special, indirect, consequential or punitive damages (but excluding direct or actual damages) arising out of, in connection with or as a duly authorized representative of each result of, this Note, any related loan documents, the transactions contemplated hereby or thereby or any loan or the use of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONproceeds. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller 8.1 This Agreement will be governed and Customer may agree construed in accordance with 42 U.S.C. § 1396r-8, Title 42 of the Code of Federal Regulations, and all other applicable federal law and regulations. 8.2 Any notice required to issue a joint press release concerning be given pursuant to the execution terms and provisions of this Agreement will be in writing and will be sent by parcel delivery service (UPS, FedEx or DHL). Notice to the Department will be sent to the Department Notice Address identified on the first page of this Agreement. Such press release Notice to the Manufacturer will be sent to the Manufacturer Notice Address identified on the first page of this Agreement. 8.3 The Manufacturer agrees to be bound by the laws of the State of Iowa and agrees that this Agreement shall be construed and interpreted in accordance with Iowa law without giving effect to the conflicts of laws provisions thereof. This provision does not supersede federal law to the extent federal law is applicable and controlling. 8.4 Nothing herein shall be construed or interpreted as limiting or otherwise affecting the Department’s or the Manufacturer’s ability to pursue its rights arising out of the terms and conditions of the Agreement in the event that a dispute between the parties is not otherwise resolved. 8.5 The Manufacturer and the agents and employees of the Manufacturer in the performance of this Agreement will act in an independent capacity and not as officers, employees or agents of the State of Iowa. 8.6 In the event of a transfer in ownership of the Manufacturer, the Agreement shall be automatically assigned to the new owner subject to prior review and written approval by both parties, such approval not to be unreasonably withheldthe conditions of this Agreement. b. Any waiver by any party 8.7 Nothing in this Agreement will be construed so as to require the commission of any breach or failure act contrary to comply with law. If any provision of this Agreement is found to be invalid or illegal by a court of law, or inconsistent with federal requirements, this Agreement will be construed in all respects as if any invalid, unenforceable, or inconsistent provision were eliminated, and without any effect on any other provision. The parties agree to negotiate replacement provisions, to afford the parties as much of the benefit of their original bargain as is possible. 8.8 The Department and the Manufacturer declare that this Agreement, including attachments, contains a total integration of all rights and obligations of both parties. There are no extrinsic conditions, collateral agreements or undertakings of any kind. In regarding this Agreement as the full and final expression of their contract, it is the express intention of both parties that any and all prior or contemporaneous agreements, promises, negotiations or representations, either oral or written, relating to the subject matter and period of time governed by this Agreement which are not expressly set forth herein are to have no force, effect, or legal consequences of any kind. 8.9 The following provisions of this Agreement may be altered by an amendment in writing signed by both parties and approved by the appropriate Department: Notice Provision Effective Date identified on the first page of this Agreement Attachment A (Covered Products) Attachment B (Rebate Formula) The remainder of this Agreement will not be altered except by an amendment in writing signed by both parties and approved by CMS and the Department. Any modification of the formula to include non-Medicaid population groups must be authorized by CMS. 8.10 Neither party contemplates any circumstances under which indemnification of the other party must would arise. Nevertheless, should such circumstances arise, the Manufacturer agrees to indemnify, defend and hold harmless the State of Iowa, its officers, agents and employees from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by the Manufacturer in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision the performance of this Agreement. c. If any 8.11 This Agreement is not assignable by the Manufacturer either in whole or in part without the written consent of the provisions Department, which will not unreasonably be withheld. This Agreement is not assignable by the Department either in whole or in part without the written consent of the Manufacturer, which will not unreasonably be withheld. 8.12 Inasmuch as the State Supplemental Rebate required by this Agreement is for Iowa Medicaid Program beneficiaries, it is agreed that the State Supplemental Rebate does not establish a new Best Price or AMP for purposes of the participating Manufacturer’s CMS Agreement. Performance under this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable contingent on the entire Agreement, but rather non-occurrence of the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations event described in Section 7.3(b) of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits and on CMS’s valid authorization of the Iowa Supplemental Rebate Program of which this Agreement forms a part. 8.13 It is the Department’s belief that are attached to and hereby incorporated into the business arrangement contemplated by this Agreement, shall constitute the entire agreement between Customer and Seller with respect Agreement is not subject to the subject matter hereof provisions of 42 U.S.C. § 1320a-7b(b) prohibiting illegal remuneration. Should the above provisions apply, it is the Department’s belief that the business arrangement contemplated by this Agreement meets the discount exception found in 42 U.S.C. § 1320a-7b(b)(3)(A), which excludes from prohibited activities the practice of discounting or other reductions in price obtained by a provider of services or other entity under a Federal health care program, if the reduction in price is properly disclosed and supersedes appropriately reflected in the costs claimed or charges made by the provider or entity under a Federal health care program. The Department currently provides CMS full and unfettered access to all prior agreementsinformation held by the Department regarding the implementation of the Iowa Medicaid Program, covenantsand shall continue to do so. 8.14 Noncompliance with any obligations hereunder due to force majeure, arrangementssuch as acts of God, communications, representations laws or warranties, whether oral or written, by any party or any officer, employee or representative regulations of any party with respect to government, war, terrorism, civil commotion, destruction of production facilities and materials, fire, earthquake, storm, labor disturbances, shortage of materials, failure of public utilities or common carriers, and any other causes beyond the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each reasonable control of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, shall not constitute breach of this Agreement. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller (a) The stock certificates for any Ownership Interests shall be endorsed with the following restrictive legend: “The shares represented by this certificate are subject to certain restrictions and Customer may agree agreements contained in a Buy-Sell Agreement. A copy of the Buy-Sell Agreement and all applicable amendments thereto will be furnished by the Company to issue a joint press release concerning the execution record holder of this Agreement. Such press release certificate without charge upon written request to the Company at its principal place of business or registered office.” (b) No amendment, modification, or other alteration to this Agreement shall be subject to prior review valid unless memorialized in writing and written approval executed by both parties, such approval not to be unreasonably withheld. b. Any all Owners and any other parties hereto. No waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must shall be valid unless in writing and signed by the party or parties against whom such waiver is sought to be enforced. The failure of any party at any time to insist upon strict performance of any condition, promise, agreement, or understanding set forth herein shall not be construed as, or constitute, a continuing waiver of such provision, or as a waiver of the right to insist upon strict performance of same or any other provision of this Agreementcondition, promise, agreement, or understanding at a future time. c. If any of the provisions of this (c) This Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute constitutes the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party parties hereto with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of This Agreement supersedes any other agreements, representations, warranties, promises, covenants, arrangements, communications and understandings, oral or written, express or implied, between the Products purchased pursuant parties with respect to the Letter Agreement between Seller subject matter hereof except for the agreements, representations, warranties, promises, covenants, arrangements, communications and Customer dated June 29, 1999 understandings contained in this Agreement. (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions d) The invalidity or unenforceability of any particular provision of this Agreement shall apply to not affect the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionother provisions hereof, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional construed in all respects as if such invalid or different terms of those Purchase Orders or other order documentationunenforceable provision had been omitted. e. Any amendment or modification of (e) Except as may be otherwise specified herein, this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective personal or any Exhibit must legal representatives, heirs, successors, and assigns including, without limitation, subsequent holders of their respective Ownership Interests. (f) This Agreement shall terminate and be in writing and signed by a duly authorized representative of each no further force or effect upon the earlier of (i) consummation of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONtransfer of all of one Owner’s Ownership Interest to the other Owner and (ii) the closing of the first underwritten sale of common stock of the Company pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended. f. (g) This Agreement applies only shall be governed by the laws of the State of Texas without regard to sales its conflicts of Products law principles. The venue for any and Services all disputes arising hereunder shall be the courts of competent jurisdiction in Xxxxxx County, Texas, the jurisdiction of which the parties hereto expressly submit. (h) The use of any gender herein shall be deemed to be installed at Customer Sites in Mexicoand include the other gender, and the use of the singular herein shall be deemed to and include the plural (and vice versa), as appropriate.'

General Provisions. a. Seller 16.1 This Agreement shall bind and Customer inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that Borrower may agree not assign this Agreement or any rights hereunder without Lender's prior written consent and any prohibited assignment shall be absolutely void. No consent to issue a joint press an assignment by Lender shall release concerning Borrower or any guarantor from their obligations to Lender. Lender may assign this Agreement and its rights and duties hereunder. Lender reserves the execution of right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in Lender's rights and benefits hereunder. In connection therewith, Lender may disclose all documents and information which Lender now or hereafter may have relating to Borrower or Borrower's business. 16.2 Paragraph headings and paragraph numbers have been set forth herein for convenience only; unless the contrary is compelled by the context, everything contained in each paragraph applies equally to this entire Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision Unless the context of this Agreement by clearly requires otherwise, references to the other party must be plural include the singular, references to the singular include the plural, and the term 'including' is not limiting. The words 'hereof,' 'herein,' 'hereby,' 'hereunder,' and similar terms in writing this Agreement refer to this Agreement as a whole and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of to any other particular provision of this Agreement. c. If 16.3 Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Lender or Borrower, whether under any rule of construction or otherwise; on the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the provisions words used so as to fairly accomplish the purposes and intentions of all parties hereto. 16.4 Each provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable severable from every other provision of this Agreement for the entire Agreement, but rather purpose of determining the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations legal enforceability of Seller and Customer shall be construed and enforced accordinglyany specific provision. d. Except the Non-Disclosure 16.5 This Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute cannot be changed or terminated orally. This Agreement contains the entire agreement between Customer and Seller with respect to of the subject matter hereof parties hereto and supersedes all prior agreements, covenantsunderstandings, arrangementsrepresentations, communicationswarranties and negotiations, representations or warrantiesif any, whether oral or written, by any party or any officer, employee or representative of any party with respect related to the subject matter hereof. Upon certification by Customer of performance acceptance , and none of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement parties shall be terminated bound by anything not expressed in writing. 16.6 The parties intend and the terms agree that their respective rights, duties, powers, liabilities, obligations and conditions discretions shall be performed, carried out, discharged and exercised reasonably and in good faith. 16.7 Each undersigned Borrower hereby agrees that it is jointly and severally, directly, and primarily liable to Lender for payment and performance in full of all duties, obligations and liabilities under this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionand each other document, all outstanding Purchase Orders from Customer instrument and all Products sold to Customer agreement entered into by Seller as Borrower with or in favor of Lender in connection herewith, and that such liability is independent of the Effective Date duties, obligations and liabilities of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement Borrower or any Exhibit must be in writing and signed by a duly authorized representative of each other guarantor of the partiesIndebtedness, as applicable. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONEach reference herein to Borrower shall mean each and every Borrower party hereto, individually and collectively, jointly and severally. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller (a) Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and Customer may agree to issue a joint press release concerning contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Offering Statement, any Preliminary Offering Circular and the Final Offering Circular (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. (b) The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling the Underwriters and the Company, the officers or employees of the Company, or any person controlling the Company (ii) acceptance of the Shares and payment for them as contemplated hereby and (iii) termination of this Agreement. (c) Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Offering Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, including and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Shares from the Underwriters merely because of such purchase. (d) This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. (e) This Agreement may not be amended or modified unless in writing by all Exhibits that of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. (f) The section headings herein are attached to for the convenience of the parties only and hereby incorporated into shall not affect the construction or interpretation of this Agreement. (g) For the avoidance of doubt, the terms of (i) this Agreement, (ii) the Subscription Agreement, and (iii) the Escrow Agreements shall constitute govern the entire agreement between Customer relationship of the parties and Seller any terms of use included in the parties websites or subscription platforms will not apply. If the foregoing is in accordance with respect your understanding of our agreement, kindly sign and return to the subject matter hereof Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. [SIGNATURE PAGE FOLLOWS] Very truly yours, By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, accepted by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller Representative as of the Effective Date date first above written. By: Name: Title: Boustead Securities, LLC [__] Initial Closing: Offering price $5.00 per Share Number of this Agreement shall be subject to this AgreementShares: [●] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF BOUSTEAD SECURITIES, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2018. VOID AFTER 5:00 P.M., EASTERN TIME, [ ], 2023. For the Purchase of Products and Services to be installed at Customer Sites in Mexico.'[●]1 Shares of Common Stock

General Provisions. a. Seller 7.1 In the event of any inconsistency or conflict between Schedule A and Customer may agree to issue a joint press release concerning the execution rest of this Agreement. Such press release , including the body of this Agreement, Schedule B and Schedule C, the rest of this Agreement shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheldgovern. b. Any 7.2 The parties may, by mutual agreement in writing, add to, delete or amend any term or condition of this Agreement. 7.3 This Agreement shall not be assigned by the Recipient without the prior written consent of the Minister. 7.4 This Agreement is binding upon the parties’ successors and assignees. 7.5 This Agreement is the entire agreement between the Minister and the Recipient with respect to the Project and the Grant and supersedes all previous agreements, negotiations and understandings. There are no agreements, representations, warranties, terms, conditions or commitments except as expressed in this Agreement. 7.6 No waiver by any party of any breach or failure to comply with any provision of this Agreement is effective unless made in writing, and any such waiver has effect only in respect of the particular provision or circumstance stated in the waiver. No representation by either of the other party must parties with respect to the performance of any obligation under this Agreement is capable of giving rise to an estoppel unless the representation is made in writing. 7.7 The Minister’s responsibility pursuant to this Agreement is limited solely to the provision of financial assistance in accordance with the terms and conditions set out herein. 7.8 Nothing in this Agreement makes, or shall be construed to make the Recipient or any of its employees, directors, officers, contractors or agents an agent of the Minister. Nothing in writing this Agreement creates, or shall be construed to create an agency, partnership, joint venture or employment relationship between the Minister and the Recipient or any of employees, directors, officers, contractors or agents . 7.9 The Recipient shall not be construed asincur any expenses or debts on behalf of, nor make any commitments for the Minister. 7.10 The Minister may, in the Minister’s sole and absolute discretion, delegate any duties, powers or constitute, a continuing waiver of such provision, or a waiver of any other provision functions relating to the provisions of this Agreement. c. If any of the provisions of 7.11 All notices, approvals, consents and other communication under this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed will be effective when delivered in person, by a duly authorized representative of each of mail, e-mail, couriered or faxed to the partiesfollowing respective addresses: Name: Click here to enter name. [***] CONFIDENTIAL TREATMENT REQUESTEDPosition: Click here to enter position. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONBranch: Click here to enter branch. Division: Click here to enter division. Alberta Labour and Immigration Address: Click here to enter address. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller 3.1 Unless the context or any other collateral agreements between the Town or the Developer otherwise requires, where the Developer is obliged by this Agreement or the approved Plans to make payments or install or construct or carry out any services or action the provisions therefore contained herein shall be deemed to include the words “at the sole expense of the Developer”. 3.2 The Developer hereby covenants, warrants and Customer agrees to save harmless and keep the Town and its agents, contractors, employees and elected officials indemnified from and against all manner of actions, causes of actions, suits, claims and demands whatsoever which may agree to issue a joint press release concerning arise directly or indirectly by reason of the execution design, installation, construction, or operation of any of the Works required under this Agreement. Such press release shall be subject , or by reason of the maintenance or lack of maintenance of such Works by the Developer pursuant to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision the terms of this Agreement or by reason of any defect in workmanship or material. 3.3 The Developer and the other party must Town acknowledge and agree that it is their intent that all terms, conditions and covenants contained herein: a) shall run with the Lands; and, b) shall be binding upon the Developer, its heirs, executors, administrators, assigns and successors in writing title, from time to time; and, c) the benefits of the said covenants shall enure to the Town, its successors and assigns in title, of all roads, streets, and public Lands forming part of or abutting on the Lands. 3.4 Any notices required or permitted to be given pursuant to the terms of this Agreement shall be given in the manner set out in Section 42. 3.5 This Agreement and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns of the parties hereto and upon those persons and/or corporations hereafter acquiring title to all or any part of the Lands. 3.6 The Developer shall impose restrictions as set forth in Schedule "H" annexed hereto on all the Lands so that subsequent Owners will be made aware of and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision strictly adhere to the requirements of this Agreement. c. 3.7 The Schedules annexed hereto, being Schedules “A” to “H” inclusive, are deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement. 3.8 The Developer agrees to be bound by the penalty provisions sent forth in Section 67 of the Planning Act, 1990, and amendments thereto. 3.9 In constructing, installing or providing the Works, the Developer shall comply with all statutes, laws, by-laws, regulations, ordinances, orders and requirements of any governmental or other public authorities having jurisdiction at any time from time to time enforced. Without limiting the foregoing, the Developer agrees to comply with and cause to be complied with, the provisions of the Occupational Health and Safety Act, the Environmental Protection Act, the Ontario Water Resources Act, the Safe Drinking Water Act and any regulations, policies and guidelines relating thereto. The Developer further agrees to handle and dispose of all materials in accordance with the foregoing legislation. 3.10 The Developer shall do, cause to be done, or refrain from doing any act or thing as directed by the Town if at any time the Town considers that any situation or condition is unsafe, damaging to the environment, or contrary to the provisions of any applicable laws. If the Developer fails to comply with such direction, the Town may take action to remedy the situation at the expense of the Developer and in this regard the Town shall also be entitled to draw upon any security filed by the Developer under this Agreement. 3.11 If any of the provisions term of this Agreement shall be invalid found to be ultra xxxxx of the Town, or unenforceableotherwise unlawful, such invalidity or unenforceability term shall not invalidate or render unenforceable conclusively be deemed to be severable and the entire Agreement, but rather the entire remainder of this Agreement mutatis mutandis shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect. 3.12 The Developer shall not call into question directly or indirectly, in any proceeding whatsoever in law or in equity, or before any court or administrative or other tribunal, the right of the Town to enter into this Agreement and to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such action or proceeding as a complete and conclusive estoppel of any denial of such right. 3.13 Time shall be of the essence of this Agreement, including all Exhibits that are attached . 3.14 Prior to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions execution of this Agreement by the Town, the Developer shall apply deliver to the Initial Order as if Town a Certificate of Status issued by the Initial Order were Ontario Ministry of Government and Consumer Services verifying that the Developer is a Purchase Order company duly incorporated under the laws of the Province of Ontario and is in good standing. 3.15 The Developer hereby agrees to procure, register and provide to the Town any postponement agreements which the Town solicitor considers necessary to ensure that this Agreement. In additionAgreement shall have priority over any interest of a mortgagee in the Lands. 3.16 The Developer shall notify or cause to be notified each and every purchaser of a Lot or Lots or Block or Blocks of all Works contracted by the Developer, all outstanding Purchase Orders from Customer the Developer’s obligations to maintain the Works and all Products sold other conditions covered by this Agreement by providing a complete and accurate summary of same and shall cause such information to Customer be fully recorded in any Offer to Purchase or Agreement of Purchase and Sale entered into by Seller the Developer. 3.17 In the event that a Mortgagee(s) exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Lands as a subdivision or part thereof unless and until a new agreement in the same form, mutatis mutandis, as this Agreement has been entered into with the Town. 3.18 In the event that the Developer wishes to register more than one Plan of Subdivision over the Lands, the Developer shall first obtain the written consent of the Effective Date Town to do so, which consent shall be conditional upon the Developer registering such Plans of Subdivision in such order as determined by the Town and upon registering such Plans of Subdivision concurrently. The Developer shall not register a Plan of Subdivision over part of the Lands without prior written consent of the Town. 3.19 Any and all of the Developer’s obligations under this Agreement shall be subject to this Agreement, which shall supersede joint and replace any additional or different terms of those Purchase Orders or other order documentationseveral. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and Customer hereto were upon the same instrument. This Agreement may agree not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a joint press release concerning sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Sections 8 and 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their clients, which may include the name and address of their clients, as well as other information that will allow the Underwriters to properly identify their clients. The execution of this Agreement by all parties will constitute the Underwriters’ acceptance of the ICMA Agreement Among Managers Version 1/New York Schedule subject to any amendment notified to the Underwriters in writing at any time prior to the execution of this Agreement. Such press release References to the “Managers” shall be subject deemed to prior review refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to Barclays Bank PLC, Deutsche Bank AG, London Branch, MUFG Securities EMEA plc and written approval by both partiesUniCredit Bank AG, such approval not and references to “Settlement Lead Manager” shall be deemed to refer to MUFG Securities EMEA plc. As applicable to the Representatives, Clause 3 of the ICMA Agreement Among Managers Version 1/New York Schedule shall be deemed to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply deleted in its entirety and replaced with any provision Section 10 of this Agreement by Agreement. Notwithstanding and to the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver exclusion of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification term of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative other agreements, arrangements, or understanding between any of the parties hereto, each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This parties acknowledges, accepts, and agrees that any BRRD Liability of a BRRD Party hereto arising under this Agreement applies only may be subject to sales the exercise of Products Statutory Loss Absorption Powers by the Relevant Resolution Authority and Services acknowledges, accepts, consents to and agrees to be installed at Customer Sites bound by: (a) the effect of the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority, which exercise (without limitation) may include and result in Mexico.'any of the following, or a combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of another person (and the issue to or conferral on it of such shares, securities or obligations); (iii) the cancellation of the BRRD Liability; or (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (b) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority. For the purposes of this Section,

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire (a) This Agreement, but rather together with the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionsPlan, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute constitutes the entire agreement between Customer the Company and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to Grantee regarding the subject matter hereof. Upon certification by Customer of performance acceptance grant of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 Shares. (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of b) The Committee may modify this Agreement shall apply to bring it into compliance with any valid and mandatory government regulation or exchange listing requirement. This Agreement may also be amended by the Initial Order as if Committee with the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as consent of the Effective Date of this Agreement Grantee. Any such amendment shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by the Company and the Grantee. (c) Nothing contained in this Agreement shall be deemed to require the Company and its Subsidiaries to continue the Grantee’s relationship as an Employee or to modify any agreement between the Grantee and the Company or its Subsidiaries relating thereto. (d) The Committee may from time to time impose any conditions on the Shares as it deems reasonably necessary to ensure that the Plan and this Award satisfy the conditions of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended. (e) The Grantee agrees upon request execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) Grantee hereby acknowledges receipt of a duly authorized representative copy of the Plan and the Plan’s prospectus and agrees to be bound by all the terms and provisions thereof. The terms of the Plan as it presently exists, and as it may hereafter be amended, are deemed incorporated herein by reference, and in the event of any conflict between the terms of this Agreement and the provisions of the Plan, the provisions of the Plan shall be deemed to supersede the provisions of this Agreement. (g) This Agreement shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania without regard to the application of the principals of conflicts or choice of laws. (h) This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales which shall be deemed an original, and all of Products and Services which together shall be deemed to be installed at Customer Sites in Mexicoone and the same instrument.'

General Provisions. a. Seller This contract supersedes and Customer may agree to issue a joint press release concerning cancels all previous contracts or agreements, verbal or written or based on alleged past practices, between the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, school employer and the rights exclusive representative and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute constitutes the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereofparties. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification agreement supplemental hereto shall not be binding upon either party unless executed in writing by the parties hereto. If any article or section of this Agreement contract or any Exhibit must rider thereto shall be in writing held invalid by operation of law, or by any tribunal of competent jurisdiction, or if compliance with or enforcement of any article or section should be restrained by such tribunal pending a final determination as to its validity, the remainder of this contract and signed any rider thereto, or the application of such article or section to persons or circumstances other than those as to which it has been held invalid or as to which compliance with or enforcement of has been restrained, shall not be affected thereby. All bargainable issues have been considered during the negotiations leading to this contract and no additional bargaining on said issues will be conducted on any item, whether contained herein or not, during the life of this contract, unless the parties, by supplemental written agreement hereto, agree to conduct additional bargaining on said subjects or matter. This provision shall not affect the bargaining of a duly successor to this contract. The school employer construes, and the exclusive representative recognizes, the specific provision of this contract as constituting limitations and being the only limitations upon the school employer’s power, right, authority, duties, and responsibilities to manage and direct the operations and activities of this school corporation to the full extent authorized representative by law. This contract is made and entered into at Hagerstown, Indiana on the 11th day of each November, 2020 by and between the Board of School Trustees of the partiesNettle Creek School Corporation, Counties of Xxxxx and Xxxxx, State of Indiana, party of the first part, heretofore referred to as “school employer” or “board,” and the Nettle Creek Classroom Teachers Association, party of the second part, heretofore referred to as the “exclusive representative” or “association.” This contract is so attested to by the parties whose signatures appear below, and dated this 11th day of November, 2020. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH BOARD OF SCHOOL TRUSTEES OF THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products NETTLE CREEK CLASSROOM NETTLE CREEK SCHOOL CORPORATION TEACHERS ASSOCIATION Xxx Xxxxx, President and Services to be installed at Customer Sites in Mexico.'Xxxx Xxxx, President Chief Negotiator

General Provisions. a. Seller 17.1 This Agreement shall be binding and Customer deemed effective when executed by Borrower and accepted and executed by Bank at its Western Division headquarters office. 17.2 This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that Borrower may agree not assign this Agreement or any rights hereunder without Bank’s prior written consent and any prohibited assignment shall be absolutely void. No consent to issue a joint press an assignment by Bank shall release concerning Borrower or any guarantor from their obligations to Bank. Bank may assign this Agreement and its rights and duties hereunder. Bank reserves the execution of right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in Bank’s rights and benefits hereunder. In connection therewith, Bank may disclose all documents and information which Bank now or hereafter may have relating to Borrower or Borrower’s business. 17.3 Paragraph headings and paragraph numbers have been set forth herein for convenience only; unless the contrary is compelled by the context, everything contained in each paragraph applies equally to this entire Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision Unless the context of this Agreement by clearly requires otherwise, references to the other party must be plural include the singular, references to the singular include the plural, and the term “including” is not limiting. The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in writing this Agreement refer to this Agreement as a whole and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of to any other particular provision of this Agreement. c. If 17.4 Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Bank or Borrower, whether under any rule of construction or otherwise; on the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the provisions words used so as to fairly accomplish the purposes and intentions of all parties hereto. 17.5 Each provision of this Agreement shall be invalid severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. 17.6 This Agreement cannot be changed or unenforceableterminated orally. This Agreement contains the entire agreement of the parties hereto and supersedes all prior agreements, such invalidity understandings, representations, warranties and negotiations, if any, related to the subject matter hereof, and none of the parties shall be bound by anything not expressed in writing. 17.7 The parties intend and agree that their respective rights, duties, powers, liabilities, obligations and discretions shall be performed, carried out, discharged and exercised reasonably and in good faith. 17.8 In addition, if this Agreement is secured by a deed of trust or unenforceability mortgage covering real property, then the trustor or mortgagor shall not invalidate mortgage or render unenforceable pledge the entire mortgaged premises as security for any other indebtedness or obligations. This Agreement, but rather together with all other indebtedness secured by said deed of trust or mortgage, shall become due and payable immediately, without notice, at the entire option of Bank, (a) if said trustor or mortgagor shall mortgage or pledge the mortgaged premises for any other indebtedness or obligations or shall convey, assign or transfer the mortgaged premises by deed, installment sale contract or other instrument; (b) if the title to the mortgaged premises shall become vested in any other person or party in any manner whatsoever, or (c) if there is any disposition (through one or more transactions) of legal or beneficial title to a controlling interest of said trustor or mortgagor. 17.9 Each undersigned Borrower hereby agrees that it is jointly and severally, directly, and primarily liable to Bank for payment and performance in full of all duties, obligations and liabilities under this Agreement and each other document, instrument and agreement entered into by Borrower with or in favor of Bank in connection herewith, and that such liability is independent of the duties, obligations and liabilities of any other Borrower or any other guarantor of the Indebtedness, as applicable. Each reference herein to Borrower shall mean each and every Borrower party hereto, individually and collectively, jointly and severally. 17.10 This Agreement may be executed by the parties hereto in several counterparts, each of which shall be construed as if not containing the particular invalid or unenforceable provisions, deemed to be an original and all of which shall constitute together but one and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this same agreement. This Agreement, including all Exhibits that are attached to together with each other document, instrument and hereby incorporated agreement entered into this with or in favor of Bank in connection herewith and in connection with the Prior Agreement, shall to the extent not amended and restated hereby, constitute the entire agreement between Customer and Seller understanding among the parties hereto with respect to the subject matter hereof and, as applicable amends and supersedes restates in full the Prior Agreement and any other agreement, written or oral, with respect thereto. Borrower ratifies and reaffirms the continuing effectiveness of all prior promissory notes, guaranties, security agreements, covenantsmortgages, arrangementsdeeds of trust, communicationsenvironmental agreements, representations or warrantiesand all other instruments, whether oral or written, by any party or any officer, employee or representative of any party documents and agreements entered into in connection with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Prior Agreement between Seller that are not amended and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under restated in connection with this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller 7.1 In the event of any inconsistency or conflict between Schedule A and Customer may agree to issue a joint press release concerning the execution rest of this Agreement. Such press release , including the body of this Agreement, Schedule B and Schedule C, the rest of this Agreement shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheldgovern. b. Any 7.2 The parties may, by mutual agreement in writing, add to, delete or amend any term or condition of this Agreement. 7.3 This Agreement shall not be assigned by the Recipient without the prior written consent of the Minister. 7.4 This Agreement is binding upon the parties’ successors and assignees. 7.5 This Agreement is the entire agreement between the Minister and the Recipient with respect to the Project and the Grant and supersedes all previous agreements, negotiations and understandings. There are no agreements, representations, warranties, terms, conditions or commitments except as expressed in this Agreement. 7.6 No waiver by any party of any breach or failure to comply with any provision of this Agreement is effective unless made in writing, and any such waiver has effect only in respect of the particular provision or circumstance stated in the waiver. No representation by either of the other party must parties with respect to the performance of any obligation under this Agreement is capable of giving rise to an estoppel unless the representation is made in writing. 7.7 The Minister’s responsibility pursuant to this Agreement is limited solely to the provision of financial assistance in accordance with the terms and conditions set out herein. 7.8 Nothing in this Agreement makes, or shall be construed to make the Recipient or any of its employees, directors, officers, contractors or agents an agent of the Minister. Nothing in writing this Agreement creates, or shall be construed to create an agency, partnership, joint venture or employment relationship between the Minister and the Recipient or any of employees, directors, officers, contractors or agents. 7.9 The Recipient shall not be construed asincur any expenses or debts on behalf of, nor make any commitments for the Minister. 7.10 The Minister may, in the Minister’s sole and absolute discretion, delegate any duties, powers or constitute, a continuing waiver of such provision, or a waiver of any other provision functions relating to the provisions of this Agreement. c. If any of the provisions of 7.11 All notices, approvals, consents and other communication under this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed will be effective when delivered in person, by a duly authorized representative of each of mail, e-mail, couriered or faxed to the partiesfollowing respective addresses: Name: Click here to enter name. [***] CONFIDENTIAL TREATMENT REQUESTEDPosition: Click here to enter position. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONBranch: Click here to enter branch. Division: Click here to enter division. Alberta Labour and Immigration Address: Click here to enter address. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller 8.1. This Agreement may only be amended by decision of Shareholders holding at least seventy-five percent (75%) of the Relating Capital Stock and Customer may agree to issue a joint press release concerning by the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withhelda specific instrument. b. 8.1.1. Any waiver Shareholder who disagrees with the decision to amend this Agreement made by any party Shareholders holding at least seventy-five percent (75%) of any breach or failure the Relating Capital Stock may have his/her Shares discharged from this Agreement by sending written notice to comply with any provision this effect to the other Shareholders, provided that such Shareholder (a) shall have his/her rights set forth in Section II of this Agreement removed or unfavorably modified or (b), in view of the proposed change, shall be affected by any other material, unfavorable change in his/her contractual rights hereunder or set forth in the applicable laws. 8.2. Starting on the date hereof, no Shareholder may execute any other shareholders’ agreement or similar instrument concerning the Company or the Shares without the previous written consent of those holding at least seventy-five percent (75%) of the Relating Capital Stock. Each of the Shareholders hereby consents to the other Shareholders executing the Shareholders Agreement. 8.3. The Shareholders may xxxxx xxxxxx of attorney to third parties for the same to represent them before the Company at shareholders’ meetings and any corporate actions, on condition that such third parties shall vote and/or proceed as set forth in this Agreement, which condition shall be set forth in any such powers of attorney. 8.4. Each Shareholder agrees to take any and all such steps as may be needed for a proper and full performance of the obligations assumed under this Agreement. 8.5. If any provisions contained in this Agreement is held null or ineffective, then such fact will not compromise the validity and effectiveness of any other provisions, which shall be fully observed, and the Shareholders agree to use their best efforts to agree on a valid alternative to achieve the same effects as intended by the provision having been held null or ineffective. 8.6. Subject to the provisions of this Agreement specifically in this respect, this Agreement is binding upon the Shareholders and their respective heirs, successors and assigns in any capacity. The Shareholders agree, on behalf of themselves and their successors, to abide by the rules set forth in this Agreement, as well as the rules set forth in the Company’s other party must shareholders agreements. 8.7. All notices and/or communications under and/or related to this Agreement shall be in writing and delivered in person, by mail or by e-mail, with return notice (or proof of delivery, for e-mail) requested in any event, and shall not be construed asaddressed to the Shareholders as shown below: (a) If to Nércio: Name: Nércio Xxxx Xxxxxxxx Xxxxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx (b) If to Xxxxxxx: Name: Xxxxxxx Xxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxxx@xxxx.xxx.xx (c) If to Alon: Name: Xxxx Xxxxx Address: Xxx Xxxxx Xxxxxxx, xx 000, 0x andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxx.xxxxx@xxxx.xxx.xx (d) If to Xxxxxx: Name: Xxxxxx Xxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx (e) If to Xxxxxx: Name: Xxxxxx Xxxxxxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxx@xxxx.xxx.xx (f) If to the Company: Name: Linx S.A., care of Chief Executive Officer Xxxxxxx Xxxxxxx Address: Rua Cenno Sbrighi, nº 170, 9º andar, Bairro Água Branca, CEP 05036-010, São Paulo/SP Tel.: (+00 00) 0000-0000 e-mail: xxxxxxx@xxxx.xxx.xx 8.7.1. Any notices given under this Section shall be deemed delivered: (a) at the time of delivery if delivered in person; (b) at the time of receipt if sent by mail or constitutecourier; (c) at the time when proof of delivery is received by the sender, a continuing waiver if sent by e-mail. 8.7.2. Any of such provisionthe parties to this Agreement may change the address to which notices are to be sent by giving written notice thereof to the other parties according to Section 8.7 above. 8.7.3. For the purposes of article 118, or a waiver § 10, of the Corporation Law, each Shareholder appoints the individuals named in Section 8.7 above as their respective representatives for the purposes of any other provision communications with the Company in terms of providing or receiving information whenever necessary, in accordance with the provisions of this Agreement. c. If 8.8. The Shareholders acknowledge that a mere payment of damages would not be an appropriate compensation for any default of obligations undertaken under this Agreement, which permits specific performance in accordance with the provisions law. 8.9. This Agreement, as signed and initialed on the date hereof, together with the exhibit hereto, is the entire understanding among the Shareholders, by said date, on the transaction carried out hereunder. The Shareholders agree that this Agreement accurately reflects the negotiations previously held and their respective intents and fully supersedes any other documents or memoranda of any nature whatsoever previously exchanged among or signed by the parties, including the 2012 Shareholders Agreement, which is hereby terminated with no further formalities by the Shareholders for all legal purposes. It is hereby agreed that, for all intents and purposes, only this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable govern the entire Agreement, but rather relationships among Shareholders concerning the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordinglyprovisions hereof. d. Except the Non-Disclosure Agreement dated May 19, 1999 which 8.10. The Shareholders shall remain in full force use their best efforts to try and effect, this Agreement, including amicably resolve all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative disputes arising out of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionIf there should be any dispute, all outstanding Purchase Orders from Customer and all Products sold the Shareholder interested in resolving it shall send written notice to Customer by Seller as the other party with a view to holding amicable, good-faith negotiations in order to resolve the dispute within a period of thirty (30) days of the Effective Date receipt of this Agreement such notice. 8.11. Should the Shareholders fail to reach an amicable agreement on the dispute within the period set forth in Section 8.10 above, then the legal representative of one of the interested Shareholders shall be subject give written notice to the legal representatives of the other interested Shareholder calling for them to jointly and amicably seek, within a period of thirty (30) days of such new notice, the best possible solution for the Shareholder involved. 8.12. If, upon expiration of the period set forth in Section 8.11 above, the legal representatives should fail to reach an amicable consensus on the dispute, then all matters, questions and disputes generally related to this Agreement, which including, but not limited to, any question concerning its existence, effectiveness and termination, shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of referred to arbitration according to the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'following provisions:

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire (a) This Agreement, but rather together with the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionsPlan, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute constitutes the entire agreement between Customer the Company and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to Grantee regarding the subject matter hereof. Upon certification by Customer of performance acceptance grant of the Products purchased pursuant Shares. (b) The Committee may modify this Agreement to the Letter Agreement between Seller bring it into compliance with any valid and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of mandatory government regulation or exchange listing requirement. Any other amendment to this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by the Company and the Grantee. (c) Nothing contained in this Agreement shall be deemed to require the Company and its Subsidiaries to continue the Grantee’s relationship as an Employee or to modify any agreement between the Grantee and the Company or its Subsidiaries relating thereto. (d) The Committee may from time to time impose any conditions on the Shares as it deems reasonably necessary to ensure that the Plan and this Award satisfy the conditions of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended. (e) The Grantee agrees upon request execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. (f) Grantee hereby acknowledges receipt of a duly authorized representative copy of the Plan and the Plan’s prospectus and agrees to be bound by all the terms and provisions thereof. The terms of the Plan as it presently exists, and as it may hereafter be amended, are deemed incorporated herein by reference, and in the event of any conflict between the terms of this Agreement and the provisions of the Plan, the provisions of the Plan shall be deemed to supersede the provisions of this Agreement. (g) This Agreement shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania without regard to the application of the principals of conflicts or choice of laws. (h) This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales which shall be deemed an original, and all of Products and Services which together shall be deemed to be installed at Customer Sites in Mexicoone and the same instrument.'

General Provisions. a. Seller and Customer may agree 11.01 There shall be no right of setoff or counterclaim in respect of any claim, debt or obligation against any payments to issue a joint press release concerning the execution of Executive, his dependents, beneficiaries or estate, provided for in this Agreement. Such press release . 11.02 The Company and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained in this Agreement and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of such agreements. 11.03 No right or interest to or in any payments shall be assignable by the Executive; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. (a) No right, benefit or interest hereunder, shall be subject to prior review anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or setoff in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and written approval by both parties, such approval not to be unreasonably withheldof no effect. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by (b) Except as herein provided, the other party must be in writing and Executive shall not be construed ashave any present right, title or constitute, a continuing waiver of such provision, interest whatsoever in or a waiver of to any other provision of this Agreement. c. If any of investments which the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and Company may make to aid it in meeting is obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionNothing contained in this agreement shall create or be construed to create a trust of any kind, all outstanding Purchase Orders from Customer or a fiduciary relationship between the Company and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement Executive or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONother person. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Assignment and Customer Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may agree to issue be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a joint press release concerning the execution signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in acceptance with, the laws of the State of New York applicable to contracts made and to be performed wholly within such State. Reference is made to that certain Credit Agreement, dated as of December 9, 2010, amended and restated as of January 17, 2012 and supplemented July 13, 2012, and further amended and restated as of October 22, 2014 (as amended or modified from time to time, the “Credit Agreement”) among AllianceBernstein L.P., a Delaware limited partnership, Xxxxxxx X. Xxxxxxxxx & Co., LLC, a Delaware limited liability company, the Banks parties thereto and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used in this Supplement have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 2.5(b) of the Credit Agreement, the Borrower has requested an increase in the Total Commitment from $______________ to $_____________. Such press release increase in the Total Commitment is to become effective on the date (the “Effective Date”) which is the later of (i) ____________ ____, 201__ and (ii) the date on which the conditions set forth in Section 2.5(b) in respect of such increase have been satisfied. In connection with such requested increase in the Total Commitment, the Borrower, the Administrative Agent and _________________ (the “Accepting Bank”) hereby agree as follows: 1. Effective as of the Effective Date, [the Accepting Bank shall be subject become a party to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this the Credit Agreement by the other party must be in writing as a Bank and shall not be construed as, or constitute, a continuing waiver have all of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller a Bank thereunder and Customer shall be construed thereupon have a Commitment under and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance for purposes of the Products purchased pursuant Credit Agreement in an amount equal to the] [the Letter Agreement between Seller and Customer dated June 29, 1999 (Commitment of the "Initial Order"), such Letter Accepting Bank under the Credit Agreement shall be terminated and increased from $_____________ to the] amount set forth opposite the terms and conditions of this Agreement shall apply to Accepting Bank’s name on the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationsignature page hereof. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Assignment and Customer Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may agree to issue be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a joint press release concerning the execution signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. This certificate is given by , a Responsible Officer of Xxxxxx Resources, Inc. (“Borrower”), pursuant to Section 4.1(c) of that certain Credit Agreement dated as of May 22, 2015 among Borrower, Lenders from time to time party thereto and Wilmington Trust, National Association, as Administrative Agent for Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. Such press release shall be subject The undersigned Responsible Officer on behalf of Borrower hereby certifies to prior review Administrative Agent and written approval Lenders that: (a) the financial statements delivered with this certificate in accordance with Section 4.1(a) and/or 4.1(b) of the Credit Agreement fairly present in all material respects the results of operations and financial condition of Borrower and the Subsidiaries as of the dates and the accounting period covered by both partiessuch financial statements; (b) I have reviewed the terms of the Credit Agreement and have made, such approval not or caused to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitutemade under my supervision, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any review in reasonable detail of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms transactions and conditions of this Agreement shall apply to Borrower and the Initial Order as if Subsidiaries during the Initial Order were a Purchase Order under this Agreement. In additionaccounting period covered by such financial statements; (c) such review has not disclosed the existence during or at the end of such accounting period, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller I have no knowledge of the existence as of the Effective Date date hereof, of this Agreement shall be subject any condition or event that constitutes a Default or an Event of Default, except as set forth in Schedule 1 hereto, which includes a description of the nature and period of existence of such Default or an Event of Default and what action Borrower has taken, is undertaking and proposes to this take with respect thereto; and (d) Borrower is in compliance with the covenants contained in Article 6 of the Credit Agreement, which shall supersede and replace any additional or different terms as demonstrated by the calculation of those Purchase Orders or other order documentationsuch covenants below, except as set forth below. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller 13.1 The relationship between ICN-RP and Customer may Schering established by this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create any other relationship between ICN-RP and Schering, and neither party shall have any right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other. 13.2 This Agreement shall be governed by and construed according to the laws of New Jersey, without regard to conflicts of laws principles. In the event of any dispute between the parties arising from or relating to this Agreement, the parties agree to issue a joint press release concerning submit themselves, for the execution purpose of this Agreement. Such press release resolving such dispute, to the exclusive jurisdiction of either the Federal or State courts of New Jersey. 13.3 This Agreement shall be subject to prior review and written approval by both parties, such approval not deemed to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement jointly prepared by the other party must be in writing Parties, and any ambiguity herein shall not be construed as, for or constitute, a continuing waiver against either party. 13.4 No account of such provision, or a waiver the headings to the paragraphs of any other provision this Agreement shall be taken when interpreting the meaning of this Agreement. c. If 13.5 This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. 13.6 This Agreement and each and every one of its provisions shall be binding upon the executors, administrators, successors and permitted assigns of the Parties hereto. Without limiting the foregoing, and for the avoidance of doubt, ICN may, without the consent of Schering or any Affiliate of Schering, assign to RibaPharm any of the provisions of ICN's rights to receive payments under this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the 13.7 All terms and conditions of this Agreement are severable, and the invalidity, illegality or unenforceability of any term or condition shall apply to not affect the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionvalidity, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as legality or enforceability of the Effective Date remaining terms and conditions. 13.8 This Agreement constitutes the entire agreement between the Parties hereto respecting the subject matter herein and supersedes all prior or contemporaneous negotiations, agreements and understandings, whether written or oral. Neither party has relied upon any statements, promises, representations or claims of this Agreement shall be subject to the other party, other than those expressly set forth in this Agreement, which shall supersede in agreeing to enter into and replace any additional or different be bound by the terms of those Purchase Orders or other order documentationthis Agreement. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning 23.1 In the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party event of any breach of these Conditions by the Supplier, the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the Price of the Goods. 23.2 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, pandemic, epidemic or other event beyond the reasonable control of either party. 23.3 A failure by the Supplier to comply with exercise any provision right, power, remedy nor any delay in the exercise of any such right, power or remedy under the Agreement and/or these Terms nor the granting of any time or other indulgence the Supplier to the Customer will not operate as a waiver of the Supplier’s rights under the Agreement and/or these Terms. Waiver of a the Supplier’s rights may only occur in writing. 23.4 Each party must execute any document and perform any action necessary to give full effect to these terms, whether before, or after performance of these Terms. 23.5 The Supplier and/or Customer and/or Guarantor agree and acknowledge that this Application may be completed by the Customer utilising the Supplier’s online application process through the Supplier’s website. This may include the insertion of the Customer’s and/or Guarantor’s electronic signature. Once this Application is completed in this method and if the Application is deemed acceptable by the Supplier, the Supplier and/ or Customer and/or Guarantor agree that the Supplier may rely on this Application (and any accompanying Guarantee) as if it had been executed in writing by the Customer and/ or Guarantor in writing. To be clear, once the Application is accepted by the Supplier, if Goods and/or Services are supplied by the Supplier to the Customer, the Customer and/ or any Guarantor agree that such supply of Goods and Services are made on the basis of these Terms as if the Terms had been executed by the Supplier and/or Customer and/or Guarantor in writing. 23.6 New Borg Group Entities a) The Customer and the Supplier intend for all New Borg Group Entities to have the benefit of these Terms. b) The Customer covenants that it will only order Goods and/or Services from a New Borg Group Entity on the condition that these Terms apply to such an order and that the New Borg Group Entity will have the benefit of and may enforce these Terms irrespective of the fact that the New Borg Group Entity may not have been in existence or an entity within the Borg Group of Companies at the time of initial acceptance by the Customer of these Terms. c) The Customer acknowledges that, in consideration of facilitation of an extension of credit by a New Borg Group Entity to the Customer, the Supplier as at the date of this Agreement by holds the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any benefit of the provisions promises made under clause 23.7(b) as trustee on behalf of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordinglythat entity. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 7, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, no other person shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations acquire or warranties, whether oral have any right under or written, by any party or any officer, employee or representative virtue of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionThe term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxx Xx Title: Chairman of the Board, Chief Executive Officer, President, Secretary, Treasurer The foregoing Underwriting Agreement is hereby confirmed and all Products sold to Customer accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: Title: Craft Capital Management, LLC [●] [__] [●] Number of this Agreement shall be subject Firm Shares: Number of Additional Shares: Public Offering Price per one Share: $ Underwriting Discount per one Share: $ Proceeds to this AgreementCompany per one Share (before expenses): $ Xxx Xx Xxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx XX Xxxxx Xxxxxx Name of Subsidiary Jurisdiction of Incorporation or Organization Northann Building Solutions LLC. Delaware Benchwich Construction Products Co., which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the partiesLimited Hong Kong Northann (Changzhou) Construction Products Co., Ltd. PRC Northann Distribution Center Inc California Dotfloor, Inc. California Crazy Industry (Changzhou) Industry Technology Co., Ltd. PRC Changzhou Xxxxxxx International Trading Co., Ltd. PRC Changzhou Marco Merit International Trading Co., Ltd. PRC THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. [***] CONFIDENTIAL TREATMENT REQUESTED__]) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN CRAFT CAPITAL MANAGEMENT, LLC, OR BONA FIDE OFFICERS OR PARTNERS OF CRAFT CAPITAL MANAGEMENT, LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20285. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller (a) This Agreement and Customer any or all terms hereof may agree to issue a joint press release concerning not be changed, waived, discharged, or terminated orally, but only by way of an instrument in writing signed by the execution Chief Executive Officer of this Agreement. Such press release the Corporation which employs Employee or such officer's designee. (b) This Agreement shall be subject to prior review governed by and written approval by both parties, such approval not to be unreasonably withheldconstrued in accordance with the laws of the State of New Jersey or any other jurisdiction. b. Any waiver by any party (c) It is the desire and intent of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto that the provisions of this Agreement shall be invalid or unenforceableenforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, to the extent that a restriction contained in this Agreement is more restrictive than permitted by the laws of any jurisdiction where this Agreement may be subject to review and interpretation, the terms of such invalidity or unenforceability shall not invalidate or render unenforceable restriction, for the entire Agreementpurpose only of the operation of such restriction in such jurisdiction, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, maximum restriction allowed by the laws of such jurisdiction and the rights and obligations of Seller and Customer such restriction shall be construed deemed to have been revised accordingly herein. Employee further consents to personal jurisdiction in the State of New Jersey for the purposes of enforcing this Agreement and enforced accordinglyfurther agrees that the State of New Jersey is and shall be a convenient forum. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by (d) If any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date portion of this Agreement shall be subject found to this Agreementbe invalid or contrary to public policy, the same may be modified or stricken by a Court of competent jurisdiction, to the extent necessary to allow the Court to enforce such provision in a manner which is as consistent with the original intent of the provision as possible. The striking or modification by the Court of any provision shall supersede and replace any additional or different terms not have the effect of those Purchase Orders or other order documentationinvalidating the Agreement as a whole. e. Any amendment or modification of this (e) This Agreement or shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. (f) This Agreement constitutes the entire and exclusive agreement between Employee and Corporation pertaining to the subject matter thereof, and supersedes and replaces any Exhibit must be in writing and signed by a duly authorized representative of each all earlier confidential information, invention and non-competition agreements between Corporation and Employee and representations and understandings of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONparties with respect thereto, without extinguishing whatsoever rights heretofore acquired by Corporation under any previous agreements. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release 10.1 This Agreement shall be governed by the laws of --. The Parties hereto agree that, 10.2 The Parties will execute from time to time any confirmatory license subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision the terms of this Agreement by as is necessary to enable the other party must be in writing and shall not be construed as, or constitute, a continuing waiver registration of such provision, or a waiver of any other provision of the license rights which are acquired under this Agreement. c. If any of the provisions of this 10.3 This Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable embodies the entire Agreement, but rather understanding between the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionsParties, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that there are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement no other agreements or understandings between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect them relating to the subject matter hereof, whether written or oral. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any No amendment or modification of this Agreement shall be valid or any Exhibit must be binding upon the Parties unless made in writing and signed by a duly the authorized representative of each representatives of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONParties. f. This 10.4 The invalidity of any provision or obligation hereunder, or the contravention thereby of any law, rule or regulation of any local or national government or agency, shall not relieve either Party from its obligations under, nor deprive either Party of the advantages of, any other provision of this Agreement applies only and such invalid provision or obligation shall be inoperative and severable from this Agreement and the remaining terms of this Agreement shall be binding upon the Parties. The Parties agree that to sales of Products and Services effect their intent, the court exercising jurisdiction over any matter under this Agreement may rewrite, alter or vary any provision found by the court to be installed at Customer Sites invalid or unenforceable in Mexicosuch a manner as to be valid and enforceable.' 10.5 Except as expressly set forth in this Agreement, both Parties shall be solely responsible for their own costs and expenses incurred prior to or pursuant to this Agreement, and neither Party shall 10.6 B shall be solely responsible for all Damages caused by itself, its Affiliates, any Licensed Products or by its personnel, agents, consultants, contractors, or subcontractors, except where any such Damage was caused by the willful misconduct or gross negligence of A. B shall indemnify A from any costs incurred by A or any Affiliate of A in relation to any Damages suffered by A or any Affiliate of A or by the personnel, agents, consultants, contractors, or subcontractors of A or any Affiliate of A that was caused by B or by the personnel, agents, consultants, contractors, or subcontractors of the B, or for Damages suffered by the property of A or any Affiliate of A or of any such personnel, etc., caused by the agents, consultants, contractors, or subcontractors of the B, except to the extent that such Damage was contributorily caused by the willful misconduct or gross negligence of A. As used in this Paragraph, "Damages" shall include all damage to, loss of or loss of use of property, both real and personal, and all injury to or death of any human beings. "Damages" shall also include all legally cognizable categories of damages, including without limit, all direct, indirect, and consequential damages, and loss of profits, whether or not a B knew or should have known of the possibility of such damages.

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of (a) Nothing contained in this Agreement. Such press release Lease shall be subject deemed or construed by the parties hereto or by any third person to prior review create the relationship of principal and written approval by both agent or of partnership or of joint venture of any association between Lessor and Lessee, and neither the method of computation of rent nor any other provisions contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Lessor and Lessee other than the relationship of landlord and tenant. (b) Lessor and Lessee agree that each has had an opportunity to determine to its satisfaction the actual area of the Building. All measurements of area contained in this Lease are conclusively agreed to be correct and binding on the parties, even if a subsequent measurement of one of these areas determines that it is more or less than the area reflected in this Lease. Any such approval subsequent determination that the area is more or less than the area shown in this Lease shall not to be unreasonably withheldresult in a change in any of the computations of rent or any other matters described in this Lease where area is a factor. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing (c) Each and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any all of the provisions of this Agreement Lease shall be invalid binding upon and inure to the benefit of the parties hereto, and except as otherwise specifically provided elsewhere in this Lease, their respective heirs, executors, administrators, successors, and assigns, subject at all times, nevertheless, to all agreements and restrictions contained elsewhere in this Lease with respect to the assignment, transfer, encumbering of all or unenforceable, such invalidity any part of Lessee’s interest in this Lease or unenforceability the subletting of all or any part of the Property. (d) The captions of the paragraphs of this Lease are for convenience only and shall not invalidate be considered or render unenforceable referred to in resolving questions of interpretation or construction. (e) This Lease is and shall be considered to be the entire Agreementonly agreement between the parties hereto and their representatives and agents. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or warranties between the parties and all reliance with respect to representations is solely upon the representations and agreements contained in this instrument. (f) The laws of the State of California shall govern the validity, performance, and enforcement of this Lease, without regard to conflicts of laws provisions. Notwithstanding which of the parties may be deemed to have prepared this Lease, this Lease shall not be interpreted either for or against Lessor or Lessee, but rather the entire Agreement this Lease shall be construed as if not containing interpreted in accordance with the particular invalid general tenor of the language in an effort to reach an equitable result. (g) Time is of the essence with respect to the performance of each of the covenants and agreements contained in this Lease. (h) Recourse by Lessee for breach of this Lease by Lessor shall be expressly limited to Lessor’s interest in the Property and the rents, issues and profits (herefrom, and no other assets of Lessor or unenforceable provisionsany manager, member, property manager, employee, or agent thereof. In the event of any such breach or default by either party hereunder, the non-breaching party hereby waives the right to proceed against any assets of any manager, member, property manager, employee, or agent of the party in breach, (i) Any provision or provisions of this Lease which shall be found to be invalid, void or illegal by a court of competent jurisdiction, shall in no way affect, impair, or invalidate any other provisions hereof, and the rights and obligations of Seller and Customer remaining provisions hereof shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall nevertheless remain in full force and effect. (j) This Lease may be modified in writing only, this Agreementsigned by the parties in interest at the time of such modification. This Lease and all subsequent modifications thereto maybe executed in counterparts, including all Exhibits that are attached to and hereby incorporated into this Agreement, each of which shall constitute an original. Facsimile or “.pdf’ copies of signatures shall constitute proper and binding execution of all writings and may be relied on by the entire other party as if original. (k) Each party represents to the other that the persons signing this Lease on its behalf are properly authorized to do so. Upon the request of either party, evidence of the written authority of such persons to sign on behalf of the other party shall be provided to the requesting party hereto either prior to or simultaneously with the return to the requesting party of a fully executed copy of this Lease. (l) No binding agreement between Customer and Seller the parties with respect to the subject matter hereof Property shall arise or become effective until this Lease has been duly executed by both Lessee and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative Lessor and a fully executed copy of any party with respect this Lease has been delivered to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller both Lessee and Customer dated June 29, 1999 Lessor. (the "Initial Order"), such Letter Agreement shall be terminated m) Lessor and Lessee acknowledge that the terms and conditions of this Agreement Lease constitute confidential information of Lessor and Lessee. Neither party shall apply disseminate orally or in written form a copy of this Lease, lease proposals, lease drafts, or other documentation containing the terms, details or conditions contained herein to any third party without obtaining the prior written consent of the other party, except to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionattorneys, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreementaccountants, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment authorized business representatives or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each agents of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, or to the extent required to comply with applicable Laws (including applicable securities laws). f. (n) Except as otherwise provided in Paragraph 19, Lessor and Lessee waive any claim for consequential damages which one may have against the other for breach of or failure to perform or observe the requirements and obligations created by this Lease. (o) This Agreement applies only Lease shall not be recorded. (p) Lessee and Lessor (each, a “Representing Party”) each represents and warrants to sales the other (i) that neither the Representing Party nor any person or entity that directly owns a ten percent (10%) or greater equity interest in it nor any of Products its officers, directors or managing members is a person or entity (each, a “Prohibited Person”) with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Services Blocked Persons List) or under any statute, executive order (including Executive Order 13224 (the “Executive Order”) signed on September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Person Who Commit, Threaten to be installed at Customer Sites in MexicoCommit, or Support Terrorism), or other governmental action, (ii) that the Representing Party’s activities do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder (as amended from time to time, the “Money Laundering Act”), and (iii) that throughout the term of this Lease the Representing Party shall comply with the Executive Order and with the Money Laundering Act.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution 10.1 The provisions of this Agreement. Such press release shall be subject to prior review and written approval by both Agreement are for the sole benefit of the parties, such approval and not to for the benefit of any other persons or legal entities. 10.2 Neither party may assign this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld. b. Any waiver by any ; provided, however, that either party may assign this Agreement, without consent, to a successor in interest to substantially all of any breach or failure the business of that party to comply with any provision which the subject matter of this Agreement relates. 10.3 If any part or parts of this Agreement are held to be invalid, the remaining parts of the Agreement will continue to be valid and enforceable provided the remainder of this Agreement can be and is reformed to reflect the substance of the intent of the parties. 10.4 This Agreement will be governed by the other law of the State of Maryland, excluding its conflict-of-laws rules. Each party must be waives the right to jury trial in writing and shall not be construed as, any suit based upon or constitute, a continuing waiver of such provision, or a waiver of any other provision arising out of this Agreement. c. If any 10.5 The headings in this Agreement are for reference purposes only; they will not affect the meaning or construction of the provisions terms of this Agreement. 10.6 Any action of any kind by either party arising out of this Agreement must be commenced within two (2) years from the date the right, claim, demand or cause of action shall first arise. 10.7 Before either party may initiate legal proceedings regarding this Agreement, the party shall first refer such matter to the chief executive officer of such party or his or her designee. Following such referral, the chief executive officer or his or her designee shall take all reasonable steps to resolve such disagreement within two (2) weeks of the date of referral thereof and shall negotiate in good faith, with each other to such end. If the disagreement is not resolved in the course of such negotiations between the chief executive officers or their designees, the chief executive officers or their designees shall consult with a neutral third party mediator and shall use their reasonable best efforts to procure a determination from such mediator within two (2) weeks of the date on which the mediator was first consulted. Unless such chief executive officers or their designees agree to the contrary in writing, any advice or decision of the mediator shall not be binding upon the parties. It is understood that the parties shall each carry their own burden for any costs or associated legal fees for any such mediation. 10.8 Any notice under this Agreement shall be invalid given in writing by personal delivery or unenforceable, by mail directed to the address of the party which is set forth in this Agreement or to such invalidity or unenforceability shall not invalidate or render unenforceable other address as may be substituted by notice to the entire Agreement, but rather the entire Agreement other party. All notices shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordinglyeffective upon receipt. d. Except 10.9 This Agreement (including the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force applicable Schedules and effect, this Agreement, including all Exhibits that are attached to Exhibit) contains the complete and hereby incorporated into this Agreement, shall constitute exclusive understanding of the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party parties with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29No waiver, 1999 (the "Initial Order")alteration, such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must of the provisions hereof will be binding unless in writing and signed by a duly authorized representative of each the party to be bound. Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Agreement. If Wink issues a purchase order or other similar document it shall be for Wink internal purposes and, therefore, even if it is acknowledged by GEIS, xxe terms and conditions of such purchase order or similar document will have no effect on this Agreement or the Services. GE INFORMATION SERVICES, INC. WINK COMMUNICATIONS By: /s/ ROBEXX XXXXXX By: /s/ TIM XXXXXXXXX --------------------------------- ---------------------------------- Name: Robexx Xxxxxx Name: Tim Xxxxxxxxx ------------------------------- -------------------------------- Title: Mgr., Manufacturing Solutions Title: Sr. Vice-President, Operations ------------------------------ & Deployments ------------------------------- 10 SCHEDULE A WINK DATA CENTER SERVICE DESCRIPTION HOSTING SERVICES The following is a description of the partiesapplication hosting service that GEIS will provide in relation to the Wink Data Center application. [***] CONFIDENTIAL TREATMENT REQUESTEDThe hardware used to host the Wink Data Center is currently configured with two dedicated Sun Ultra 2300s with 512 megabites of memory and 12-16 gigabytes of usable disk storage ("Hardware Configuration"). OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only Primary LAN segments are 10/100 base T. The Backup and Recovery LAN is 100 megabit Ethernet. Cisco routers are used to sales of Products manage access to the hosting environment from GEIS'x and Services to Wink's networks. However, the actual hardware and software configuration at any time will be installed at Customer Sites in Mexico.'dictated primarily by two factors:

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 8, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreementregardless of (i) any investigation, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect or statement as to the subject matter hereof and supersedes all prior agreementsresults thereof, covenantsmade by or on behalf of the Underwriters, arrangementsthe officers or employees of the Underwriters, communicationsany person controlling any of the Underwriters, representations the Company, the officers or warrantiesemployees of the Company, whether oral or written, by any party or any officerperson controlling the Company, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance (ii) acceptance of the Products purchased pursuant to the Letter Agreement between Seller Offered Securities and Customer dated June 29, 1999 payment for them as contemplated hereby and (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions iii) termination of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionIf the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxx Xxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and all Products sold to Customer accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxxx Xxxxxx Title: Chief Operating Officer X.X. Xxxxxxxx & Co., Inc. Number of this Agreement shall be subject Firm Shares: [●] Number of Additional Shares: [●] Number of Warrants: [ ] Warrants Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1.0% per share (or $[●] per share) Proceeds to this AgreementCompany per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] Xxxx Xxxx Zhiliang (Xxx) Xxxx Xxxx Xx Xxxxx Xxxx Xxx Xxxxxxx Xxxxxx Xxxxxxxx Xx Xxxxxxxxx Logistic Inc. Logistic services 100 % April 16, which shall supersede 2020 California, U.S. Armlogi Truck Dispatching LLC Truck dispatching services 100 % February 26, 2021 California, U.S. Andtech Trucking LLC Trucking services 100 % May 7, 2021 California, U.S. Armlogi Trucking LLC Trucking services 100 % May 25, 2021 California, U.S. Andtech Customs Broker LLC Customs house brokerage services 100 % June 8, 2021 California, U.S. Armlogi Group LLC Leasing services 100 % October 19, 2021 California, U.S. [●], 2024 X.X. Xxxxxxxx & Co., Inc. 00 Xxxx Xxxxxx, 00xx Floor New York, NY 10005 Ladies and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized Gentlemen: The undersigned understands that X.X. Xxxxxxxx & Co., Inc., the representative of each the underwriters (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”), with Armlogi Holding Corp., a Nevada corporation (the “Company”), in connection to the initial public offering (the “Offering”) of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCompany’s shares of Common Stock, par value $0.00001 per share per share (the “Shares”). f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Assignment and Customer Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may agree to issue be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a joint press release concerning the execution signature page of this Agreement. Such press release Assignment and Acceptance by telecopy shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party effective as delivery of any breach or failure to comply with any provision a manually executed counterpart of this Agreement by Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any laws of the provisions State of this Agreement shall be invalid or unenforceableTexas. This certificate dated as of , such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased is prepared pursuant to the Letter Second Lien Credit Agreement between Seller dated as of December 19, 2016 (as amended, restated, amended and Customer dated June 29restated, 1999 supplemented, or otherwise modified from time-to-time, the “Credit Agreement”) among Xxxxxxxx Energy Services LP, a Delaware limited partnership (together with its permitted successors and assigns, the “Borrower”), certain subsidiaries of the Borrower, as guarantors, the lenders party thereto (the "Initial Order"“Lenders”), and Cortland Capital Market Services LLC, as Administrative Agent for such Letter Lenders (in such capacity, the “Administrative Agent”). Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement shall be terminated have the meanings assigned to them by the Credit Agreement. The Borrower hereby certifies (a) that no Default or Event of Default has occurred or is continuing (b) that all of the representations and warranties made by each of the Loan Parties in the Credit Agreement and the terms other Loan Documents are true and conditions of this Agreement correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall apply be true and correct in all respects, as if made on the date hereof, except to the Initial Order extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as if the Initial Order were a Purchase Order under this Agreement. In additionof such earlier date, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller (c) that as of the Effective Date of this Agreement shall be subject to this Agreementdate hereof, which shall supersede the following amounts and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing calculations were true and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'correct:

General Provisions. a. Seller The Feeder agrees: (a) To properly care for and Customer may agree to issue a joint press release concerning feed the execution of this Agreement. Such press release shall be subject to prior review Livestock in accordance with generally accepted Livestock feeding, care and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing maintenance practices for breeding and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionsbred livestock, and the rights offspring thereof; (b) To immediately brand the Livestock with Breeder Finance’s brand at the Producer’s expense when the Livestock are delivered to the Feeder if the Livestock are not so branded when delivered to the Feeder, and obligations to further identify the Livestock by ear tag or in such other manner as Breeder Finance may require, to distinguish them from other livestock; (c) To allow and ensure that the Producer, authorized representatives of Seller Breeder Finance, and Customer shall be construed Breeder Finance’s Lender have access to all premises at which the Livestock are located; access to all records pertaining to the Livestock; and enforced accordingly.the right to inspect both the Livestock and the records, on request, between 8:00 in the forenoon and 5:00 in the afternoon; d. Except (d) To deliver to Breeder Finance and the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this AgreementProducer such information concerning the Livestock as Breeder Finance may request from time to time, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller information with respect to the subject matter hereof number, the whereabouts and supersedes the health of the Livestock and copies of all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party agreements between the Producer and the Feeder with respect to the subject matter hereof. Upon certification Livestock; (e) To inform Breeder Finance by Customer fax, e-mail or mail with respect to death losses or serious health problems with the Livestock, as soon as they occur; (f) That the Feeder’s rights under the Act have been partially waived as provided in this Agreement; (g) This Agreement may be terminated by either the Feeder, the Producer, or Breeder Finance by providing written notice of performance acceptance termination of the Products purchased pursuant Agreement to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject other parties to this Agreement, provided that: (i) the termination shall not, in any event, apply to or affect the rights or obligations of any party hereto with respect to any Livestock delivered to the Feeder before the effective date of the notice of termination, and (ii) the effective date of the notice of termination shall be the date which shall supersede and replace any additional is 10 days after the date that the written notice of termination is actually received by the other parties hereto by delivery, facsimile transmission or different terms e-mail at the addresses, facsimile numbers of those Purchase Orders e-mail addresses referred to below, or at such new addresses, facsimile numbers or e-mail addresses as may be hereafter provided by written notice to all other order documentationparties. e. Any amendment or modification (h) This Agreement shall enure to the benefit of this Agreement or any Exhibit must and be in writing binding upon the personal representatives, administrators and signed by a duly authorized representative of each successors of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONProducer and the administrators, successors and assigns of Breeder Finance and the Feeder. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller 3.1 Unless the context or any other collateral agreements between the Town or the Developer otherwise requires, where the Developer is obliged by this Agreement or the approved Plans to make payments or install or construct or carry out any services or action the provisions therefore contained herein shall be deemed to include the words “at the sole expense of the Developer”. 3.2 The Developer hereby covenants, warrants and Customer agrees to save harmless and keep the Town and its agents, contractors, employees and elected officials indemnified from and against all manner of actions, causes of actions, suits, claims and demands whatsoever which may agree to issue a joint press release concerning arise directly or indirectly by reason of the execution design, installation, construction, or operation of any of the Works required under this Agreement. Such press release shall be subject , or by reason of the maintenance or lack of maintenance of such Works by the Developer pursuant to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision the terms of this Agreement or by reason of any defect in workmanship or material. 3.3 The Developer and the other party must Town acknowledge and agree that it is their intent that all terms, conditions and covenants contained herein: a) shall run with the Lands; and, b) shall be binding upon the Developer, its heirs, executors, administrators, assigns and successors in writing title, from time to time; and, c) the benefits of the said covenants shall enure to the Town, its successors and assigns in title, of all roads, streets, and public Lands forming part of or abutting on the Lands. 3.4 Any notices required or permitted to be given pursuant to the terms of this Agreement shall be given in the manner set out in Section 42. 3.5 This Agreement and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns of the parties hereto and upon those persons and/or corporations hereafter acquiring title to all or any part of the Lands. 3.6 The Developer shall impose restrictions as set forth in Schedule "H" annexed hereto on all the Lands so that subsequent Owners will be made aware of and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision strictly adhere to the requirements of this Agreement. c. 3.7 The Schedules annexed hereto, being Schedules “A” to “H” inclusive, are deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement. 3.8 The Developer agrees to be bound by the penalty provisions sent forth in Section 67 of the Xxxxxxxx Xxx, 0000, and amendments thereto. 3.9 In constructing, installing or providing the Works, the Developer shall comply with all statutes, laws, by-laws, regulations, ordinances, orders and requirements of any governmental or other public authorities having jurisdiction at any time from time to time enforced. Without limiting the foregoing, the Developer agrees to comply with and cause to be complied with, the provisions of the Occupational Health and Safety Act, the Environmental Protection Act, the Ontario Water Resources Act, the Safe Drinking Water Act and any regulations, policies and guidelines relating thereto. The Developer further agrees to handle and dispose of all materials in accordance with the foregoing legislation. 3.10 The Developer shall do, cause to be done, or refrain from doing any act or thing as directed by the Town if at any time the Town considers that any situation or condition is unsafe, damaging to the environment, or contrary to the provisions of any applicable laws. If the Developer fails to comply with such direction, the Town may take action to remedy the situation at the expense of the Developer and in this regard the Town shall also be entitled to draw upon any security filed by the Developer under this Agreement. 3.11 If any of the provisions term of this Agreement shall be invalid found to be ultra xxxxx of the Town, or unenforceableotherwise unlawful, such invalidity or unenforceability term shall not invalidate or render unenforceable conclusively be deemed to be severable and the entire Agreement, but rather the entire remainder of this Agreement mutatis mutandis shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect. 3.12 The Developer shall not call into question directly or indirectly, in any proceeding whatsoever in law or in equity, or before any court or administrative or other tribunal, the right of the Town to enter into this Agreement and to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such action or proceeding as a complete and conclusive estoppel of any denial of such right. 3.13 Time shall be of the essence of this Agreement, including all Exhibits that are attached . 3.14 Prior to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions execution of this Agreement by the Town, the Developer shall apply deliver to the Initial Order as if Town a Certificate of Status issued by the Initial Order were Ontario Ministry of Government and Consumer Services verifying that the Developer is a Purchase Order company duly incorporated under the laws of the Province of Ontario and is in good standing. 3.15 The Developer hereby agrees to procure, register and provide to the Town any postponement agreements which the Town solicitor considers necessary to ensure that this Agreement. In additionAgreement shall have priority over any interest of a mortgagee in the Lands. 3.16 The Developer shall notify or cause to be notified each and every purchaser of a Lot or Lots or Block or Blocks of all Works contracted by the Developer, all outstanding Purchase Orders from Customer the Developer’s obligations to maintain the Works and all Products sold other conditions covered by this Agreement by providing a complete and accurate summary of same and shall cause such information to Customer be fully recorded in any Offer to Purchase or Agreement of Purchase and Sale entered into by Seller the Developer. 3.17 In the event that a Mortgagee(s) exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Lands as a subdivision or part thereof unless and until a new agreement in the same form, mutatis mutandis, as this Agreement has been entered into with the Town. 3.18 In the event that the Developer wishes to register more than one Plan of Subdivision over the Lands, the Developer shall first obtain the written consent of the Effective Date Town to do so, which consent shall be conditional upon the Developer registering such Plans of Subdivision in such order as determined by the Town and upon registering such Plans of Subdivision concurrently. The Developer shall not register a Plan of Subdivision over part of the Lands without prior written consent of the Town. 3.19 Any and all of the Developer’s obligations under this Agreement shall be subject to this Agreement, which shall supersede joint and replace any additional or different terms of those Purchase Orders or other order documentationseveral. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller (a) Any notice required to be given pursuant to the terms and Customer may agree to issue a joint press release concerning the execution provisions of this Agreement. Such press release shall Agreement will be subject to prior review and written approval by both parties, such approval not to be unreasonably withheldsent in writing. b. Any waiver by any party 1. Notice to the Secretary will be sent to: Center for Medicare Division of Pharmaceutical Manufacturer Management Mailstop C1-26-16 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000-0000 2. The CMS address may be updated upon written notice to the Manufacturer. 3. Notices to the Manufacturer will be sent to the address as provided with this Agreement and updated upon Manufacturer notification to CMS at the address in this Agreement. (b) In the event of a transfer in ownership of the Manufacturer, this Agreement is automatically assigned to the new owner, and all terms and conditions of this Agreement remain in effect. (c) Nothing in this Agreement will be construed to require or authorize the commission of any breach or failure act contrary to comply with law. If any provision of this Agreement is found to be invalid by the other party must be in writing and shall not a court of law with competent jurisdiction, this Agreement will be construed asin all respects as if any invalid or unenforceable provision were eliminated, or constitute, a continuing waiver of such provision, or a waiver of and without any effect on any other provision of this Agreementprovision. c. If any of the provisions of (d) Nothing in this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing a waiver or relinquishment of any legal rights of the particular invalid Manufacturer or unenforceable provisionsthe Secretary under the Constitution, and the rights and obligations of Seller and Customer Act, other Federal laws, or State laws. (e) This Agreement shall be construed in accordance with Federal law and enforced accordinglyambiguities shall be interpreted in the manner which best effectuates the statutory scheme. Any litigation arising from or relating to this Agreement shall be resolved in Federal court. d. (f) The terms “Medicare” and “Manufacturer” incorporate any contractors which fulfill responsibilities pursuant to the Agreement unless specifically provided for in this Agreement. (g) Except for the Non-Disclosure Agreement dated May 19, 1999 which shall remain conditions specified in full force and effectparagraph (a) of this section, this AgreementAgreement once finalized, including all Exhibits will not be altered by the parties. However, the Secretary retains the authority to amend the model Agreement after consulting with manufacturers and allowing for comment on such amendments. (h) Nothing in this Agreement shall be construed as requiring coverage under Part D of a Manufacturer’s product if that are product does not otherwise meet the definition of a covered Part D drug under 42 CFR 423.100. (i) Neither party shall be liable for failure to perform its obligations under this Agreement if such failure is occasioned by a contingency beyond such party’s reasonable control, including, but not limited to, lockouts, riots, wars, fires, floods or storms (a “Force Majeure Event”). A party claiming a right to excused performance under this section shall promptly notify the other party in writing to the extent of its inability to perform, which notice shall specify the Force Majeure Event that prevents such performance and include a timeline for remediation. The party failing to perform shall use reasonable efforts to avoid or remove the cause of the Force Majeure Event and shall resume performance under the Agreement promptly upon the cessation of the Force Majeure Event. (j) This Agreement and the exhibits attached to and hereby incorporated into this Agreement, shall constitute hereto contain the entire agreement between Customer and Seller of the parties with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall and supersede all prior negotiations, agreements, and replace any additional or different terms of those Purchase Orders or other order documentationunderstandings with respect thereto. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller 13.1 In this Agreement, unless context otherwise requires, words Importing the singular include the plural and Customer may agree to issue a joint press release concerning vice versa, and words importing gender include all genders. 13.2 The headings and the execution clauses of this AgreementAgreement have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope or meaning of this Agreement or any of its provisions. 13.3 This Agreement may not be assigned by either party. Such press release This Agreement shall ensure to the benefit of the parties and shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheldbinding upon the successors of the Company. b. Any 13.4 The waiver by any party of any the Company of a breach or failure to comply with of any provision of this Agreement by the other party must be in writing and Employee shall not operate or be construed as, or constitute, a continuing waiver of such provision, or as a waiver of any other provision of this Agreementsubsequent breach by the Employee. c. If any 13.5 This Agreement constitutes the entire agreement between the parties hereto relating to the employment of the provisions Employee and supersedes any and all employment agreements or understandings, oral or written, between the Company and the Employee and any such prior agreements relating to the employment of the Employee by the Company are hereby terminated and cancelled. 13.6 This Agreement shall not be amended except in writing signed by both parties. 13.7 In the event that any provision or portion of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall determined to be construed as if not containing the particular invalid or unenforceable provisionsfor any reason, the remaining provisions and the rights portions of this Agreement shall not be affected by such determination and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effecteffect to the fullest extent permitted by law. 13.8 The Employee shall, upon the reasonable request of the Company, make, do, execute or cause to be made, done or executed, all such further and lawful acts, deeds, things, documents and assurances of whatsoever nature and kind for the better or more perfect or absolute performance of the terms, conditions and intent of this Agreement. 13.9 Every notice, including all Exhibits that are attached request, demand or direction (each for the purposes of this section, a "notice") to and hereby incorporated into be given pursuant to this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, Agreement by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement another shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed shall be delivered in person or sent by a duly authorized representative registered mail postage prepaid or by facsimile addressed as applicable as follows: If to the Employee at: [address] If to the Company at: 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, X.X. X0X 0X0 Attn: Chairman Facsimile: (000) 000-0000 or at such other address as specified by the particular party by notice to the other. 13.10 Any notes delivered or sent in accordance with section 13.9 will be deemed to have been given and received: (a) if personally delivered, on the day of each delivery, (b) if by registered mail, on the earlier of the partiesday of receipt and the fifth (5th) business day after the day of mailing, or (c) if by facsimile, on the first business day following the day of transmittal. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONIf a notice is sent by registered mail and mail service is interrupted between the point of mailing and the destination by strike, slow down, force majeure or other cause within three (3) days before or after the time of mailing, the notice will not be deemed to be received until actually received, and the party sending the notice will use any other service which has not been so interrupted or will deliver the notice in order to ensure prompt receipt. f. 13.11 A reference to a statute includes all regulations made pursuant thereto, all amendments to the statute or regulations in force from time to time, and any statute or regulation which supplements or supersedes such statute or regulations. 13.12 All sums of money which are referred to in this Agreement are expressed in lawful money of Canada. 13.13 Time is of the essence of this Agreement. 13.14 This Agreement applies only to sales shall be governed and construed in accordance with the laws of Products and Services to be installed at Customer Sites in Mexicothe Province of British Columbia, excluding its choice of law rules.'

General Provisions. a. Seller (a) Except as specifically revised or waived set forth above, the Credit Agreement and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which Loan Documents shall remain in full force and effecteffect and are hereby ratified and confirmed. Each of the Credit Parties hereby confirms its respective guarantees, pledges, grants of security interests and mortgages and other obligations, as applicable, under and subject to the terms of each of the other Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Modification Agreement, including all Exhibits that are attached to such guarantees, pledges, grants of security interests and hereby incorporated into this Agreementmortgages and other obligations, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms of each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and conditions shall continue to be in full force and effect after giving effect to this Modification Agreement. (b) The execution, delivery and effectiveness of this Modification Agreement shall apply to not operate as a waiver of any right, power or remedy of the Initial Order Agent or any Lender under the Credit Agreement or any other Loan Document, nor constitute amendment of any provision of the Credit Agreement or any other Loan Document, except as if the Initial Order were a Purchase Order under this Agreementspecifically set forth herein. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of Upon the Effective Date of this Modification Agreement, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as revised hereby. (c) Each Credit Party acknowledges and agrees that the revisions, waivers and consents set forth herein are effective solely for the purposes set forth herein and shall not be deemed (i) except as expressly provided in this Modification Agreement, to be a consent by the Agent or any Lender to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document, (ii) to create a course of dealing or otherwise obligate the Agent or Lenders to forbear, waive, consent or execute similar revisions or waivers under the same or similar circumstances in the future, or (iii) to amend, prejudice, relinquish or impair any right of the Agent or Lenders to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Modification Agreement. (d) This Modification Agreement may be executed in any number of counterparts, each such counterpart constituting an original but all together one and the same instrument. Any party delivering an executed counterpart of this Modification Agreement by fax shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Modification Agreement. (e) In case any provision in or obligation under this Modification Agreement shall be subject invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (f) This Modification Agreement shall be binding upon and inure to this the benefit of the parties hereto and their respective successors and assigns. (g) Without limiting the general applicability of Section 8.2 of the Credit Agreement, which shall supersede the Credit Parties agree to reimburse the Agent for the reasonable fees, costs and replace any additional or different terms expenses of those Purchase Orders or other order documentationcounsel in connection with the preparation, negotiation, execution, delivery and administration of this Modification Agreement. e. Any amendment or modification (h) This Modification Agreement shall constitute a Loan Document. (i) Section headings in this Modification Agreement are included herein for convenience of reference only and shall not constitute a part of this Modification Agreement or for any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONother purposes. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'(j) THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS MODIFICATION AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF GEORGIA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. <Signatures Appear on the Following Pages>

General Provisions. a. Seller and Customer 12.1 Neither Party may agree waive or release any of its rights or interests in this Agreement except in writing. The failure of any party to issue assert a joint press release concerning the execution right hereunder or to insist upon compliance with any term or condition of this Agreement. Such press release Agreement shall be subject not constitute a waiver of that right by such party or excuse a similar subsequent failure to prior review and written approval perform any such term or condition by both parties, such approval not to be unreasonably withheldthe other party. b. Any waiver 12.2 This Agreement constitutes the entire agreement between the Parties relating to the subject matter of the Licensed Patent Rights, and all prior negotiations, representations, agreements and understandings are merged into, extinguished by, and completely expressed by any party this Agreement. 12.3 The provisions of any breach or failure to comply with this Agreement are severable, and in the event that any provision of this Agreement by the other party must shall be in writing and determined to be invalid or unenforceable under any controlling body of law, such determination shall not be construed as, in any way affect the validity or constitute, a continuing waiver enforceability of such provision, or a waiver of any other provision the remaining provisions of this Agreement. c. 12.4 If any either Party desires a modification of this Agreement, the Parties shall, upon reasonable notice of the provisions proposed modification by the Party desiring the change, confer in good faith to determine the desirability of such modification. No modification will be effective until a written amendment is signed by the signatories to this Agreement or their designees. 12.5 The construction, validity, performance, and effect of this Agreement shall be invalid or unenforceablegoverned by law of the State of New York, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, USA and the rights and obligations parties hereby agree to submit to the exclusive jurisdiction of Seller and Customer shall be construed and enforced accordinglythe courts in New York. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations 12.6 All notices required or warranties, whether oral or written, permitted by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject given by prepaid, first class, registered or certified mail properly addressed to this Agreementthe other Party at the address designated on the following Signature Page, which or to such other address as may be designated in writing by such other Party, and shall supersede and replace any additional or different terms be effective as of those Purchase Orders or other order documentationthe date of the postmark of such notice. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. 12.7 This Agreement applies only to sales shall not be assigned by Can-Xxxx, except (a) with the prior written consent of Products and Services Aderis, such consent to be installed at Customer Sites in Mexico.'reasonably given; or (b) as part of a sale or transfer of substantially the entire business of Can-Xxxx relating to operations which concern this

General Provisions. a. The Buyer and Seller will pay all Escrow Agent charges in accordance with their written agreement with the Escrow Agent. The terms of this Agreement supercede and Customer modify any terms of the Contract that are inconsistent with this Agreement. The covenants, agreements, and representations contained in this Agreement shall be binding upon the parties, their successors, executors or administrators, receiver, trustees, or assigns. Any notice or demand given in accordance with the terms and provisions of or in connection with this Agreement shall be in writing or by facsimile transmission, and may agree be given and shall be conclusively deemed and considered to issue a joint press release concerning have been given and received two (2) business days following the execution deposit thereof, in the U.S. mail, postage prepaid and addressed to any party at its address given at the beginning of this Agreement; provided, however, that actual notice, however given or received, shall always be effective. This Agreement may not be amended, altered, or modified except in writing and signed by the Buyer, Seller, Escrow Agent, and Agency. The undersigned signing for the Buyer, Seller, Escrow Agent, and Agency represent and warrant that they are duly authorized and empowered to execute this Agreement for their respective party. The section headings appearing in this Agreement have been inserted for convenience only and shall be given no substantive meaning or significance whatsoever in construing the terms and provisions of this Agreement. Such press release shall be subject to prior review and written approval by both partiesNotwithstanding the gender actually used, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of the pronouns used in this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid masculine, feminine, or unenforceable provisions, neuter as occasion may require. Buyer and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except as plural as the Non-Disclosure occasion may require. This Agreement dated May 19shall be governed by Federal law. In the event that any provision or clause in this Agreement or the Contract conflicts with the applicable law, 1999 which such conflict shall remain in full force and effect, not affect other provisions of this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute which can be given effect without the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereofconflicting provision. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this This Agreement shall be subject to this Agreement, which shall supersede all applicable Federal regulations and replace any additional or different terms of those Purchase Orders or other order documentationfuture amendments not inconsistent with the express provisions hereof. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller 7.1 It is hereby agreed and Customer may agree declared that: 7.1.1 the covenants on behalf of the Parties to issue a joint press release concerning the execution of be observed and performed under this Agreement. Such press release Agreement shall be subject to prior review treated as Local Land Charges and written approval registered by both parties, such approval not to be unreasonably withheld.the Borough Council in the Local Land Charges Register for the purposes of the Local Land Charges Act 1975 (as amended); and b. Any waiver by any party of any breach or failure to comply with any provision of 7.1.2 nothing in this Agreement shall prejudice or affect the rights, powers, duties and obligations of the Borough Council and the County Council in the exercise by them of their statutory functions and the other rights powers duties and obligations of the Borough Council and the County Council under private or public statutes bye-laws orders and regulations may be as fully and effectively exercised as if they were not a party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of to this Agreement. c. If any of 7.2 The Parties covenant to observe and perform their respective obligations on their respective parts as set out in the provisions of schedules hereto. 7.3 The Borough Council (as the case may be) will on written request from the Developer and/or the Owners certify whether or not an obligation under this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire has been satisfied. 7.4 Nothing in this Agreement shall be construed as if not containing granting permission to the particular invalid Developer and/or the Owners or unenforceable provisions, their agents or servants from time to time to carry out works on a highway. 7.5 The Owners agree that they will give the Borough Council and the rights County Council written notice of any change in their respective freehold ownership of the whole or of any part of its or their interest in the Site until all obligations under this Agreement have been discharged and obligations of Seller and Customer that such notice shall be construed provided to the Borough Council and enforced accordinglythe County Council as soon as reasonably practicable after such changes have occurred. Such written notice shall give the Borough Council details of the name and address of the current and new owners of such interest together with details of the Site to which each of their respective interests apply save that this clause shall not apply to the Disposal of individual Dwellings. d. Except 7.6 The Owners warrant that they are the Non-Disclosure Agreement dated May 19, 1999 which shall remain in owners of the Site registered at HM Land Registry under title number LT5000054 and LT396844 with full force and effect, this Agreement, including all Exhibits that are attached power to and hereby incorporated enter into this Agreement, Agreement and there is no other person or body with an interest in the Site whose consent is necessary to make this Agreement binding on all interests in the Site. 7.7 The Developer agrees that it will give the Borough Council and the County Council written notice upon its being registered as a freehold owner in respect of part or all of the Site and will provide the Borough Council and the County Council with Land Registry office copy entries of its resultant interest in each of the titles referred to. 7.8 The notices and Land Registry office copy entries referred to in clause 7.7 shall constitute be provided within ten (10) Working Days of the entire agreement between Customer exercise of the options and Seller with respect of registration of the relevant titles respectively. 7.9 In the event that an application is made pursuant to Section 73 of the 1990 Act for an amendment or variation to the subject matter hereof Permission and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect planning permission is granted pursuant to the subject matter hereof. Upon certification by Customer of performance acceptance Section 73 of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of 1990 Act then this Agreement shall apply to in full force in respect of that planning permission unless: 7.9.1 the Initial Order as if the Initial Order were Borough Council in their absolute discretion requires a Purchase Order separate Agreement under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as Section 106 and/or Section 106A of the Effective Date of this Agreement shall be subject 1990 Act to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of amend planning obligations contained in this Agreement or any Exhibit must be in writing and signed by to secure new planning obligations relating to the new planning permission; or 7.9.2 the Owners reasonably require a duly authorized representative of each separate Agreement under Section 106 of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION1990 Act to amend planning obligations contained in this Agreement or to secure new planning obligations relating to the new planning permission. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this This Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute constitutes the entire agreement between Customer and Seller with respect of the parties to this Agreement relating to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements, covenantsunderstandings, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party and negotiations with respect to the subject matter Offering. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 9, and is fully informed regarding said provisions. Upon certification Each of the parties hereto further acknowledges that the provisions of Section 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by Customer the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties, and other statements of performance the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Products purchased Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. Any person executing and delivering this Agreement as Attorney-in-Fact for a Selling Shareholder represents by so doing that [he/she/it] has been duly appointed as Attorney-in-Fact by such Selling Stockholder pursuant to the Letter Agreement between Seller and Customer dated June 29Power of Attorney. If the foregoing is in accordance with your understanding, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions please indicate your acceptance of this Agreement shall apply to by signing in the Initial Order as if space provided below. Very truly yours, By: Name: Xxxxxxx Xx Title: Chief Executive Officer By: Name: Xxxxxx Xxxx Title: Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule B hereto By: Name: Xxxxx Xxx Title: Chief Executive Officer Xxxxx Xxxx Limited Univest Securities, LLC Number of this Agreement shall Firm Shares: [●] Number of Selling Shareholder Shares: [●] Number of Additional Shares: [●] Public Offering Price per Ordinary Share: $[●] Underwriting Discount per Ordinary Share: $[●] Proceeds to Company per Ordinary Share (before expenses): $[●] XX Xx Holding Limited 2,091,000 12 months DJZ Holding Limited 2,459,000 12 months Hongze L.P. 450,000 12 months Xxxxxxx Xx 4,550,000 12 months Jingzhu Ding 4,550,000 12 months Fengting Yin 12 months Xxxxxxx Xx 12 months Xxxxxx Xxxx 12 months Xxxxxxx Xxxxx 12 months Mingteng International Hong Kong Group Limited Hong Kong SAR Wuxi Ningteng Intelligent Manufacturing Co., Limited People’s Republic of China Xxxx Xxxxxxxx Mold Technology Co., Limited People’s Republic of China Univest Securities, LLC 00 Xxxxxxxxxxx Xxxxx, Xxxxx 0000 New York, New York 10019 Ladies and Gentlemen: The undersigned, an officer, director, and/or holder of Ordinary Shares (the “Ordinary Shares”), or rights to acquire Ordinary Shares (the “Shares”) of Mingteng International Corporation Inc. (the “Company”), understands that you are the representative (the “Representative”) of several underwriters (collectively, the “Underwriters”), named or to be subject named in the final form of Schedule B to this the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company, which shall supersede and replace any additional or different terms providing for the public offering (the “Public Offering”) of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each securities of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only Company (the “Securities”) pursuant to sales of Products and Services a registration statement filed or to be installed at Customer Sites in Mexicofiled (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”).'

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 7, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreementregardless of (i) any investigation, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect or statement as to the subject matter hereof and supersedes all prior agreementsresults thereof, covenantsmade by or on behalf of the Underwriters, arrangementsthe officers or employees of the Underwriters, communicationsany person controlling any of the Underwriters, representations the Company, the officers or warrantiesemployees of the Company, whether oral or written, by any party or any officerperson controlling the Company, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance (ii) acceptance of the Products purchased pursuant to the Letter Agreement between Seller Offered Securities and Customer dated June 29, 1999 payment for them as contemplated hereby and (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions iii) termination of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition[Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxx Xxx Title: Chief Executive Officer and all Products sold to Customer Chairman The foregoing Underwriting Agreement is hereby confirmed and accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: [●] Title: [●] The Benchmark Company LLC [●] Number of this Agreement shall be subject Firm Shares: 3,000,000 Public Offering Price per one Share: $[●] Underwriting Discount per one Share: (i) 7.5% per share (or $[●] per share) Proceeds to this AgreementCompany per one Share (before expenses): $[●] ICZOOM Electronics Limited Hong Kong Ehub Electronics Limited Hong Kong Hjet Industrial Corporation Limited Hong Kong Components Zone International Limited Hong Kong Components Zone (Shenzhen) Development Limited PRC Hjet Shuntong (Shenzhen) Co., which shall supersede Ltd. PRC Shenzhen Hjet Supply Chain Co., Ltd. PRC Shenzhen Iczoom Electronics Co., Ltd. PRC Shenzhen Hjet Xxx Xxxx Logistics Co., Ltd. PRC As attached. [●], 2022 000 X. 00xx Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000 Ladies and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized Gentlemen: The undersigned understands that The Benchmark Company LLC, the representative of each the underwriters (the “Underwriter”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ICZOOM GROUP INC., a Cayman Islands company (the “Company”), providing for the offering (the “Offering”) by the Company of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCompany’s Class A ordinary shares, par value $0.16 per share (the “Shares”). f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Assignment and Customer Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may agree to issue be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a joint press release concerning the execution signature page of this Agreement. Such press release Assignment and Acceptance by telecopy shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party effective as delivery of any breach or failure to comply with any provision a manually executed counterpart of this Agreement by Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any laws of the provisions State of this Agreement shall be invalid or unenforceableTexas. This certificate dated as of , such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased is prepared pursuant to the Letter Credit Agreement between Seller dated as of September 9, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among QES Holdco LLC, a Delaware limited liability company (together with its permitted successors and Customer dated June 29assigns, 1999 the “Borrower”), certain subsidiaries of the Borrower, as guarantors, the lenders party thereto (the "Initial Order"“Lenders”), and Amegy Bank National Association, as Administrative Agent for such Letter Lenders (in such capacity, the “Administrative Agent”), Issuing Bank, and Swing Line Lender. Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement shall be terminated have the meanings assigned to them by the Credit Agreement. The Borrower hereby certifies (a) that no Default or Event of Default has occurred or is continuing, (b) that all of the representations and warranties made by each of the Loan Parties in the Credit Agreement and the terms other Loan Documents are true and conditions of this Agreement correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall apply be true and correct in all respects, as if made on the date hereof, except to the Initial Order extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as if the Initial Order were a Purchase Order under this Agreement. In additionof such earlier date, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller (c) that as of the Effective Date of this Agreement shall be subject to this Agreementdate hereof, which shall supersede the following amounts and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing calculations were true and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'correct:

General Provisions. a. Seller and Customer may agree 1.1 Definitions Unless the context otherwise requires, the following terms & expressions, whenever used in this Contract, shall have the following meanings hereinafter respectively ascribed to issue them: a) “Advance Payment Guarantee” shall mean advance payment guarantee to be furnished by Service Provider by way of bank guarantee issued by a joint press release concerning the execution Scheduled commercial bank in India for an amount equivalent to mobilization advance (if any) disbursed in terms of this AgreementContract and as per the format enclosed at Appendix D hereto. Such press release b) “Applicable Law” shall mean all laws, bye-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees and any other instruments having the force of law in India, as they may be subject issued and in force from time to prior review time. c) “Applicable Permits” shall mean any and written approval by both partiesall permission, such approval not to be unreasonably withheld. b. Any waiver by any party clearances, consents, approvals, authorisations, notifications, acknowledgements, licenses, no-objections and permits of any breach Government authority required in connection with and/or for undertaking, performing or failure to comply with any provision discharging the Service obligations or fulfilment of the Service requirements as contemplated in this Contract. d) “Contract Value” shall mean the aggregate amount computed as arithmetic product of: (i) the Kind and number of Resource deployed [as per details set out at Annexure I [Appendix A]; and (ii) the L1 Rates quote of Service Provider made in its Financial Bid, based on which it was selected. For the purposes of this Agreement Contract, the term “L1 Rates” shall mean the respective rate corresponding to relevant Resource, as quoted by Service Provider in its Financial Bid and reproduced in Annexure I of Appendix A hereto. e) “Contract” means this Contract signed by the other party must be Parties and all the attached documents listed in writing and shall not be construed asits Clause 1 hereto, or constitutethat is General Conditions (GCC), a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionsSpecial Conditions (SCC), and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19Appendices, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date date hereof. f) Confidential Information” means all documents and other forms of this Agreement shall be subject to this Agreementinformation, which shall supersede including oral and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed electronics communications, disclosed by a duly authorized representative of each of Party or its representatives to the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products other Party or that Party‟s representatives in connection with this Contract and Services expressly or impliedly indicated to be installed at Customer Sites in Mexicoconfidential.'

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 7, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxxx Xxxx Title: Chief Executive Officer and Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: [●] Title: [●] By: Name: [●] Title: [●] Prime Number Capital LLC Shengang Securities Company Limited [●] Number of Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per one Share: $[●] Underwriting Discount per one Share: 7.5% per share (or $[●] per share) Proceeds to Company per one Share (before expenses): [●] Xxxxxxx Xxx Xxxxx Xxxx Tongying Zhang Xxxxxxxx X Xx Xxx Xxxxx Xxxx Xxxx Bright Accomplish Limited Kang Fu International Medical Co., Limited Hong Kong Yangzhou Huada Medical Device Co., Ltd The People’s Republic of China Jiangsu Yada Technology Group Co., Ltd The People’s Republic of China Jiangsu Huadong Medical Device Industrial Co., Ltd The People’s Republic of China Yangzhou Guanghui Medical Technology Co., Ltd. The People’s Republic of China [●], 2021 00 Xxxxxx Xxxxx Xxxxx Xxxx, XX 00000 Floor 16/22/23, Chamtime International Finance Center 0000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx, 000000 named on Annex A to the Underwriting Agreement Dear Sirs: As an inducement to the underwriters, for which Prime Number Capital LLC and Shengang Securities Company Limited is acting as representatives (the “Representatives”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of ordinary shares (the “Ordinary Shares”), of Meihua International Medical Technologies Co., Ltd. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Representative during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The Lock-Up Period will commence on the date of this Agreement and continue and include the date 365 days following the consummation of the Offering. If the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Ordinary Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares to limited partners, limited liability company members or stockholders of the undersigned, (iv) if the undersigned is a trust, transfers to the beneficiary of such trust, (v) by testate succession or intestate succession or (vi) pursuant to the Underwriting Agreement; provided, in the case of clauses (i)-(v), that (x) such transfer shall not involve a disposition for value, (y) the transferee agrees in writing with the Representative to be bound by the terms of this Lock-Up Agreement, and (z) no filing by any party under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be made voluntarily in connection with such transfer. Furthermore, notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities in a transaction not involving a public offering or public resale; provided that (x) the transferee agrees in writing with the Representative to be bound by the terms of this Lock-Up Agreement, (y) no filing by any party under Section 16(a) of the Exchange Act shall be required or shall be made voluntarily in connection with such transfer and (z) such Undersigned is not an affiliate (as defined under Rule 12b-2 of the Exchange Act) to the Company. For purposes of this Agreement, including all Exhibits “immediate family” shall mean any relationship by blood, marriage or adoption, nor more remote than first cousin. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Ordinary Shares if such transfer would constitute a violation or breach of this Agreement. The undersigned hereby represents and warrants that are attached the undersigned has full power and authority to and hereby incorporated enter into this Agreement and that upon request, the undersigned will execute and additional documents necessary to ensure the validity or enforcement of this Agreement, shall constitute the entire agreement between Customer . All authority herein conferred or agreed to be conferred and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance obligations of the Products purchased pursuant undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that the undersigned shall be released from all obligations under this Agreement if (i) the Company notifies the Representative that it does not intend to proceed with the Letter Offering, (ii) the Underwriting Agreement between Seller does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and Customer dated June 29delivery of the Ordinary Shares to be sold thereunder, 1999 or (iii) the "Initial Order"), such Letter Offering is not completed by [●]. The undersigned understands that the underwriters named in the Underwriting Agreement are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Agreement. This Agreement shall be terminated governed by, and construed in accordance with, the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as laws of the Effective Date State of this Agreement shall be subject to this AgreementFlorida. Very truly yours, which shall supersede By: (and replace any additional indicate capacity of person signing if signing as custodian, trustee, or different terms on behalf of those Purchase Orders or other order documentationan entity) THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE DATE OF THE COMMENCEMENT OF SALES OF THE OFFERING (AS DEFINED BELOW) UNDER THE REGISTRATION STATEMENT NO. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS : 333-258659 AS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF PRIME NUMBER CAPITAL LLC AND SHENGANG SECURITIES COMPANY LIMITED, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20[●] [DATE THAT IS 180 DAYS BEGINNING ON THE DATE OF THE COMMENCEMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20[●] [DATE THAT IS FOUR YEARS AFTERTHE EFFECTIVE DATE OF THE OFFERING]. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval In issues not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement regulated by the other party must be in writing contract concluded between Turck Hungary Kft. (Xxxxx xxxxxxxxx xxxx 00-00, 0000 Xxxxxxxx, Xxxxxxx; tax nr.: 12328224-2-4) as supplier (hereinafter referred to as the Supplier) and shall not be construed asthe Purchaser, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement the present General Supply Conditions’ provisions shall prevail. The present General Supply Conditions shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable utilised – unless otherwise indicated – for all orders between the entire Agreement, but rather parties. Insofar as parties concluded a separate written contract between the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionsparties, and the rights provisions of said contract differ from the present General Terms and obligations Conditions , the conditions defined in the separate contract shall prevail. Any deviation from or modification and amendment of Seller the General Supply Conditions shall only be possible in written form by the authorized representatives . The modification of the product range and Customer shall be construed and enforced accordingly. d. Except any modification in the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreementprice list by the Supplier, shall not constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance an amendment of the Products purchased pursuant contract. The Purchaser ’s General Terms and Conditions differing from or supplementing the present General Supply Conditions are not binding for the Supplier, not even when the Supplier does not explicitly object to said terms. The General Terms and Conditions of the Letter Agreement between Seller Purchaser shall only constitute a sole and Customer dated June 29, 1999 (exclusive part of the "Initial Order"), such Letter Agreement shall be terminated contract when the Purchaser expressly accepts said conditions in writing . Insofar as the Supplier ’s General Supply Conditions and the Purchaser ’s General Terms and Conditions are in contradiction , the Supplier ’s this present General Terms and Conditions shall prevail (prevailing rule). Insofar as the general terms and conditions of this Agreement the Purchaser , properly dispatched and received by the Supplier should contain a similar prevailing rule and the conflict of conditions cannot be resolved, the provisions of the existing Hungarian legislation shall prevail instead of the conflicting provisions. The customary form of operations previously agreed to between the Supplier and the Purchaser shall not be considered a part of the contract, neither the practices established between said parties, unless the parties have separately agreed to such a course of action in writing. Furthermore , the customary form of operations which are widely known and regularly used by the subjects of similar contract in the given business shall also not be considered to be a part of the contract between the Supplier and the Purchaser, unless the parties have separately agreed to recognize such measures in writing. The General Supply Conditions of Turck Hungary Kft. solely apply to the Initial Order as if the Initial Order were a Purchase Order undertakings defined under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as Section 8:1(4) of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationCivil Code. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 8, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Dxxxx Xxxx Yxxx Xx Title: Director and Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. For itself and on behalf of the several Underwriters listed on Schedule A hereto Name: [●] Title: [●] Network 1 Financial Securities, Inc. [●] [●] Number of Firm Shares: [●] Number of Additional Shares: Up to [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1% per share (or $[●] per share) Non-accountable expense allowance per Additional Share: 1% per share (or $[●] per share) Proceeds to Company per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] Mxxx Cxxx Xxxxxxxx 6 months Dxxxx Xxxx Yxxx Xx 6 months Cxxx Xxx Xxxx 6 months Txx Xxxx Xxxxx 6 months Jxxxx Xxx Pxxx Xxxx 6 months Cuprina Pte. Ltd. Cuprina United States Inc. Cuprina Malaysia Sdn. Bhd. Cuprina (Beijing) Biotechnology Co. Ltd. Cuprina Hong Kong Limited The Galleria, 2 Xxxxxx Xxxxxx, Xxxxx 000 Red Bank, NJ 07701 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Network 1 Financial Securities, Inc. (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Cuprina Holdings (Cayman) Limited, a Cayman Islands holding company (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of Class A ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”), of the Company. Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from the date of this Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Class A Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Class A Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Class A Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to: (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce; or (e) if the undersigned is or was an officer or director of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; (a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Class A Ordinary Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Class A Ordinary Shares or other securities to the Company in connection with the vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans; (5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including all Exhibits that are attached any exercise effected by the delivery of Class A Ordinary Shares of the Company held by the undersigned; provided, that, the Class A Ordinary Shares received upon such exercise shall remain subject to and hereby incorporated into the restrictions provided for in this Agreement; (6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Class A Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall constitute the entire agreement between Customer and Seller with respect remain subject to the subject matter hereof and supersedes all prior agreementsrestrictions provided for in this Agreement; (7) the Offering; (8) transfers consented to, covenantsin writing by the Representative; (9) transactions relating to Class A Ordinary Shares acquired in open market transactions after the completion of the Offering; provided that, arrangements, communications, representations or warranties, whether oral or written, no filing by any party under the Exchange Act or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement other public announcement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement required or shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be voluntarily made in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'connection with such transactions;

General Provisions. a. Seller (a) Unless the context otherwise requires, where the Developer is obligated by this Agreement or the approved Plans to make any payments or install or construct or carry out any services or action the provisions therefore contained herein shall be deemed to include the words "at the sole expense of the Developer". (b) The Developer hereby covenants, warrants and Customer agrees to save harmless and keep the Town indemnified from and against all manner of actions, causes of actions, suits, claims and demands that may agree to issue a joint press release concerning howsoever arise through or from the execution terms of this Agreement. Such press release , other than claims arising from negligence by the Town of Pelham, its servants and agents. (c) The Developer and the Town acknowledge and agree that it is their intent that all terms, conditions and covenants contained herein: (i) shall run with the Lands; (ii) shall be subject binding upon the Developer, its heirs, executors, administrators, assigns and successors in title, from time to prior review time; and, (iii) the benefits of the said covenants shall enure to the Town, its successors and written approval by both partiesassigns in title, such approval not of all roads, Streets and public Lands forming part of the Lands. (d) Any notices required or permitted to be unreasonably withheldgiven pursuant to the terms of this agreement shall be given in the manner set out in Section 25. b. Any waiver by (e) This Agreement and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns of the parties hereto and upon those persons and/or corporations hereafter acquiring title to all or any party part of any breach or failure to comply with any provision the Lands. (f) The Developer shall impose restrictions as set forth in Schedule “C” annexed hereto on all the Lands so that subsequent Owners will be made aware of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision strictly adhere to the requirements of this Agreement. c. If any (g) The Schedules attached hereto are deemed to be a part of this Agreement and are to be interpreted as if the contents thereof were included in this Agreement. (h) The Developer agrees to be bound by the penalty provisions of the Planning Act including, but not limited to, Section 67 of said Act. (i) Notwithstanding the provisions of this Agreement agreement, the Developer shall be invalid subject to all the By-laws of the Town and all provincial and federal government statutes and/or regulations and amendments thereto affecting the development of land and installation of municipal services. (j) If any term of this agreement shall be found to be ultra xxxxx of the Town, or unenforceableotherwise unlawful, such invalidity or unenforceability term shall not invalidate or render unenforceable conclusively be deemed to be severable and the entire Agreement, but rather the entire Agreement remainder of this agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect. (k) The Developer shall not call into question directly or indirectly in any proceeding whatsoever in law or in equity or before any administrative or other tribunal the right of the Town to enter into this agreement and to enforce each and every term, covenant and condition thereof and this provision may be pleaded by the Town in any such action or proceeding as a complete and conclusive estoppel of any denial of such right. (l) Time shall be of the essence of this agreement. (m) In the event that a Mortgagee(s) exercises any rights as to sale, possession or foreclosure or takes any other steps to enforce its security against the Lands then such Mortgagee(s) agrees on behalf of itself, its heirs, executors, administrators, successors and assigns not to deal with the Lands as a development or part thereof unless and until a new agreement in the same form, mutatis mutandis, as this Agreement has been entered into with the Town. (n) The Developer shall notify or cause to be notified, each and every purchaser of a Lot or Lots within the Development Plan, of all Works contracted by the Developer, the Developer’s obligations to maintain the Works and all other conditions covered by this Agreement and shall cause such information to be fully recorded in any offer to purchase or agreement for sale entered into by the Developer. (o) The Town shall cause this Agreement to be registered against the title to the Lands and at its option against the title to every Lot shown on the Reference Plan. (p) The Developer shall reimburse the Town for all fees and disbursements incurred by it in connection with the preparation, approval, execution and registration of this Agreement and all related documentation in connection with the preparation and enactment of any by-law or registration of any subsequent Agreements which may be required to implement this Agreement. (q) All Streets and properties abutting on the Lands or used for access to the Lands during the installation or construction of the Works or during the construction of Buildings upon the Lots shall, including at all Exhibits that are attached to times, be kept in a good, clean and hereby incorporated into this Agreementuseable condition and, if damaged or littered, shall constitute the entire agreement between Customer and Seller with respect be restored immediately to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations Town's requirements. (r) All trucks making deliveries to or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to taking materials from the subject matter hereof. Upon certification by Customer of performance acceptance of Lands included within the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Development Agreement shall be terminated adequately covered and not unreasonably loaded so as to scatter refuse, rubbish, dust or debris on abutting Streets or properties. (s) Any lands required to be conveyed by the Developer in accordance with the provisions hereof shall be in a neat and tidy condition, free of all debris and trash, and the Developer shall complete all services for the Lands in accordance with the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification (t) The Developer shall ensure that adequate dust control and mud tracking control measures are carried out during the construction of this Agreement or any Exhibit must be in writing all Works and signed by a duly authorized representative of each of Buildings upon the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONLands. f. This Agreement applies only to sales of Products (u) The Developer shall, during construction, ensure all construction vehicles that are not carrying out the Works are parked on the Lands and Services to be installed at Customer Sites in Mexicoare not parked within the municipal road allowance.'

General Provisions. a. Seller (a) This Agreement shall bind and Customer inure to the benefit of the respective successors and assigns of the parties; provided, however, that Pledgor and BPN may agree to issue a joint press release concerning the execution of not assign this Agreement. Such press release Agreement or any rights hereunder without Lender's prior written consent and any prohibited assignment shall be subject absolutely void. No consent to prior review an assignment by Lender shall release Pledgor or BPN from its obligations to Lender hereunder. Lender may assign its rights and written approval by both partiesduties hereunder. Lender reserves the right to sell, such approval not assign, transfer, negotiate, or grant participations in all or any part of, or any interest in rights and benefits hereunder. In connection therewith, Lender may disclose all documents and information which Lender now or hereafter may have relating to be unreasonably withheldPledgor or Pledgor's business. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement (b) Paragraph headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the other party must be context, everything contained in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of each Paragraph hereof applies equally to this entire Agreement. c. If (c) Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise, by virtue of such party's having prepared the same. On the contrary, this Agreement has been reviewed by each of the provisions parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto. (d) Each provision of this Agreement shall be invalid severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. (e) This Agreement cannot be changed or unenforceableterminated orally. All prior agreements, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreementunderstandings, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionsrepresentations, warranties, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19negotiations, 1999 which shall remain in full force and effectif any, this Agreement, including all Exhibits that are attached to and hereby incorporated merged into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated Loan Documents and the terms other documents and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer agreements entered into in connection herewith and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationtherewith. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may 22.1 The Parties agree that the normal rule of construction, to issue a joint press release concerning the execution effect that any ambiguities are to be resolved against the drafting Party, shall not be employed in the interpretation of this Agreement. Such press release . 22.2 To the extent not subject to the exclusive jurisdiction of the FERC, the formation, validity, interpretation, execution, amendment and termination of this Agreement shall be subject to prior review and written approval governed by both parties, such approval not to be unreasonably withheldthe laws of the State of Ohio. b. Any waiver 22.3 The headings contained in this Agreement are used solely for convenience and do not constitute a part of the Agreement between the Parties hereto, nor should they be used to aid in any manner in the construction of this Agreement. 22.4 This Agreement is intended solely for the benefit of the Parties hereto. Nothing in this Agreement shall be construed to create any duty, or standard of care with reference to, or any liability to, any person not a Party to this Agreement. 22.5 Neither Party shall have any right, power, or authority to enter any agreement or undertaking for, or on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. 22.6 Cancellation, expiration or early termination of this Agreement shall not relieve the Parties of obligations that by any party their nature survive such cancellation, expiration or termination, including, without limitation, payment of any breach or failure to comply with amounts due, warranties, remedies, promises of indemnity and confidentiality. 22.7 Should any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be held invalid or unenforceable, such provision shall be invalid or unenforceable only to the extent of such invalidity or unenforceability shall not invalidate without invalidating or render rendering unenforceable any other provision hereof, unless it materially changes the entire Agreement of the Parties. 22.8 Each of the Parties hereto acknowledges that it has read this Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights Company's Retail Supplier Terms and obligations Conditions of Seller Service, understands them, and Customer shall agrees to be construed bound by their terms. This Agreement is intended by the Parties as a final expression of their agreement and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force is intended also as a complete and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance exclusive statement of the Products purchased pursuant terms of their agreement. All prior written or oral understandings or offers pertaining to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer are hereby abrogated and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationwithdrawn. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release A. Nothing herein contained shall be subject construed as creating the relationship of employer and employee, or principal and agent, between COUNTY and HASC or any of HASC’s agents, employees, or volunteers. HASC assumes exclusively the responsibility for the acts of its agents, employees, or volunteers as they relate to prior review and written approval by both parties, such approval not services to be unreasonably withheldprovided during the course and scope of their employment. b. Any waiver by B. HASC, its agents, employees, and volunteers, shall not be entitled to any party rights and/or privileges of any breach or failure to comply with any provision of this Agreement by the other party must be in writing COUNTY employees, and shall not be construed asconsidered in any manner to be COUNTY employees. C. This MOU fully expresses all understandings of the Parties and is the total agreement between the Parties as to the subject matter of this MOU. No addition to, or constitutealteration of, a continuing waiver the terms of such provisionthis MOU, whether written or verbal, by the Parties, their officers, agents, or employees, shall be valid unless made in the form of a waiver of any other provision of written amendment to this AgreementMOU which is formally approved and executed by both Parties. c. If any D. This MOU shall be governed by the laws of the provisions State of California. A. It is recognized by each of the Parties that COUNTY ET(s) will not be present at all times to take Medi-Cal applications for potentially eligible persons who present themselves at Participating Hospitals, and it is mutually understood that COUNTY assumes no liability for any loss of revenue or other damage which may be incurred by HASC or B. It is recognized by each of the Parties that in the event SSA determines the Participating Hospital facilities to be inadequate, SSA xxx refuse to assign an ET(s) to the hospital and/or immediately remove ET(s) previously assigned. C. With the exception of client records or other records referenced in Paragraph XIII, entitled Confidentiality, all records, including but not limited to, reports, audits, notices, claims, statements and correspondence, required by this Agreement shall MOU may be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement subject to public D. Nothing herein contained shall be construed as if not containing creating the particular invalid relationship of employer and employee, or unenforceable provisionsprincipal and agent, between SSA and the rights and obligations any of Seller and Customer shall be construed and enforced accordinglyHASC's agents or employees. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute E. This MOU represents the entire agreement between Customer and Seller understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreementsmatter. No change, covenantsmodification, arrangementsextension, communicationstermination or waiver of this MOU, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29understandings herein contained, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be valid unless made in writing and signed by a duly authorized representative representatives of the Parties hereto. F. This MOU has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this MOU, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county. G. The parties agree that separate copies of this Agreement may be signed by each of the partiesparties and this Agreement will have the same force and WHEREFORE, the Parties hereto have executed the Memorandum of Understanding in the County of Orange, State of California, as attested to below. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales By: Xxxxxxx X. Xxxx, Director County of Products and Orange Social Services to be installed at Customer Sites in Mexico.'Agency By: Xxxxx Xxxxxx, President/CEO Hospital Association of Southern California Dated: Dated: Approved As To Form County Counsel County of Orange, California By: Deputy Dated:

General Provisions. a. Seller and Customer may agree Matters Relating to issue a joint press release concerning Section 409A of the execution Code . Notwithstanding any provision in this Agreement to the contrary, if the payment of this Agreement. Such press release shall any compensation or benefit provided hereunder (including, without limitation, any Termination Benefits) would be subject to prior review additional taxes and written approval interest under Section 409A of the Code (“Section 409A”), then the following provisions shall apply: Notwithstanding anything to the contrary in this Agreement, with respect to any amounts payable to Employee under this Agreement in connection with a termination of Employee’s employment that would be considered “non-qualified deferred compensation” that is subject to, and not exempt under, Section 409A, a termination of employment shall not be considered to have occurred under this Agreement unless and until such termination constitutes Employee’s Separation From Service. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by both partiesapplicable law, the Termination Benefits provided to Employee pursuant to this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation” subject to Section 409A, and if Employee is determined by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A, then to the extent delayed payment of the Termination Benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A, such approval severance payment shall not be made to Employee before the earlier of (1) the expiration of the six-month period measured from the date Employee’s Separation from Service or (2) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 2.1 shall be paid in a lump sum to Employee (or to Employee’s Designated Beneficiary in the event of his death). The determination of whether Employee is a “specified employee” for purposes of Section 409A at the time of his Separation from Service shall be made by the Company in accordance with the requirements of Section 409A. Notwithstanding anything to the contrary in this Agreement or in any separate Company policy, with respect to any in-kind benefits and reimbursements provided under this Agreement during any tax year of Employee shall not affect in-kind benefits or reimbursements to be unreasonably withheld. b. Any waiver provided in any other tax year of Employee and are not subject to liquidation or exchange for another benefit. Reimbursement requests must be timely submitted by any party Employee, and if timely submitted, reimbursement payments shall be made to Employee as soon as administratively practicable following such submission in accordance with the Company’s policy regarding reimbursements, but in no event later than the last day of any breach Employee’s taxable year following the taxable year in which the expense was incurred. This Section 2.1 shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Employee. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment under this Agreement becomes subject to (1) the gross income inclusion under Section 409A or failure (2) the interest and additional tax under Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to comply with have meanings that would not cause the imposition of the Section 409A Penalties. For purposes of Section 409A, each payment that Employee may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment. If any provision of this Agreement by would cause Employee to incur the other party must be in writing and shall not be construed asSection 409A Penalties, the Company may, after consulting with Employee, reform such provision to comply with Section 409A or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any to preclude imposition of the provisions of this Agreement shall be invalid or unenforceableSection 409A Penalties, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order full extent permitted under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'Section 409A.

General Provisions. a. Seller and Customer may agree This Agreement constitutes the entire agreement of the parties to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the other party must be in writing and shall not be construed asOffering, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any except for those specific provisions of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable Engagement Letter between the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, Company and the rights and obligations Representative, dated as of Seller and Customer shall be construed and enforced accordingly. d. Except May 23, 2022 (the Non-Disclosure Agreement dated May 19“Engagement Letter”), 1999 that are not related to the Offering, each of which provisions shall remain in full force and effect for the term of the Engagement Letter. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, no other person shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations acquire or warranties, whether oral have any right under or written, by any party or any officer, employee or representative virtue of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionThe term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxxxx Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and all Products sold to Customer accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxx Xxx Title: COO Univest Securities, LLC 1. Free Writing Prospectus, dated [ ], link as follows: [ ] Number of this Agreement shall Firm Shares: [●] Number of Additional Shares: [●] Public Offering Price per one Share: [●] Underwriting Discount per one Share: [●] Proceeds to Company per one Share (before expenses): [●] Name of Subsidiary Jurisdiction of Incorporation or Organization Work Medical Technology Group Limited The British Virgin Islands Work Medical Technology Group (China) Limited Hong Kong Work Age (Hangzhou) Medical Treatment Technology Co., Ltd. PRC Work (Hangzhou) Medical Treatment Technology Co., Ltd. PRC Shanghai Saitumofei Medical Treatment Technology Co., Ltd. PRC Hunan Saitumofei Medical Treatment Technology Co., Ltd. PRC Hangzhou Woli Medical Treatment Technology Co., Ltd. PRC Hangzhou Shanyou Medical Equipment Co., Ltd. PRC Hangzhou Hanshi Medical Equipment Co., Ltd. PRC Shanghai Chuqiang Medical Equipment Co., Ltd. PRC Hangzhou Youshunhe Technology Co., Ltd. PRC Univest Securities, LLC 00 Xxxxxxxxxxx Xxxxx, Xxxxx 0000 New York, New York 10019 Ladies and Gentlemen: The undersigned, an officer, director, and/or holder of Ordinary Shares (the “Ordinary Shares”), or rights to acquire Ordinary Shares (the “Shares”) of WORK Medical Technology Group LTD (the “Company”), understands that you are the representative (the “Representative”) of several underwriters (collectively, the “Underwriters”), named or to be subject named in the final form of Schedule H to this the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company, which shall supersede and replace any additional or different terms providing for the public offering (the “Public Offering”) of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each securities of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only Company (the “Securities”) pursuant to sales of Products and Services a registration statement filed or to be installed at Customer Sites in Mexicofiled (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”).'

General Provisions. a. Seller and Customer may agree This Agreement constitutes the entire agreement of the parties to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the Offering, except for those specific provisions of the Engagement Letter between the Company and the Representative, dated as of July 26, 2022 and extended by the other party must be in writing and shall parties on August 7, 2023 (the “Engagement Letter”) that are not be construed asrelated to the Offering, or constitute, a continuing waiver each of such provision, or a waiver of any other provision of this Agreement. c. If any of the which provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect for the term of the Engagement Letter. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Nxx Fan Wxxx Title: CEO The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: Exxxx Xxx Title: CEO Univest Securities, LLC 1. Free Writing Prospectus, dated [ ], 2023, link as follows: [ ] Number of Firm Shares: 2,000,000 Public Offering Price per one Share: [●] Underwriting Discount per one Share: [●] Proceeds to Company per one Share (before expenses): [●] Name of Subsidiary Jurisdiction of Incorporation or Organization As attached. Univest Securities, LLC 70 Xxxxxxxxxxx Xxxxx, Xxxxx 00 C New York, NY 10119 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Univest Securities, LLC (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between VS Media Holdings Limited, a British Virgin Islands company (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of Class A ordinary shares, no par value per share (the “Ordinary Shares”), of the Company. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is six (6) months from the date of this Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to: (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce; or (e) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; 1 Pricing date (4) (a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Ordinary Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Ordinary Shares or other securities to the Company in connection with the vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans; (5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including all Exhibits that are attached any exercise effected by the delivery of shares of Ordinary Shares of the Company held by the undersigned; provided, that, the Ordinary Shares received upon such exercise shall remain subject to and hereby incorporated into the restrictions provided for in this Agreement; (6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall constitute the entire agreement between Customer and Seller with respect remain subject to the subject matter hereof and supersedes all prior agreementsrestrictions provided for in this Agreement; (7) the Offering; (8) transfers consented to, covenantsin writing by the Representative; (9) transactions relating to Ordinary Shares acquired in open market transactions after the completion of the Offering; provided that, arrangements, communications, representations or warranties, whether oral or written, no filing by any party under the Exchange Act or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement other public announcement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement required or shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be voluntarily made in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'connection with such transfer;

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach (a) No delay or failure to comply with of Lender in exercising any provision of this Agreement by right, power or privilege hereunder shall affect such right, power or privilege, nor shall any single or partial exercise preclude any further exercise thereof or the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver exercise of any other provision of this Agreement.rights, powers or privileges; c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire (b) This Agreement, but rather the entire security interest hereby granted to Lender by Borrower and every representation, warranty, covenant, promise and other term herein contained shall survive until the Obligations have been paid in full; (c) This Agreement shall be construed as if not containing is an integrated document, contains a complete statement of all arrangements between the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller parties hereto with respect to the subject matter hereof and supersedes any and all prior previous agreements, covenantswritten or oral, arrangementsbetween such parties concerning its subject matter. This Agreement shall not be varied by parol evidence; (d) THIS AGREEMENT IS MADE, communicationsEXECUTED AND DELIVERED IN THE STATE OF CONNECTICUT, representations AND IT IS THE SPECIFIC DESIRE AND INTENTION OF THE PARTIES THAT IT SHALL IN ALL RESPECTS BE CONSTRUED UNDER THE LAWS OF THE STATE OF CONNECTICUT; {W1772792;7} (e) All agreements between Borrower, the Guarantors and Lender are hereby expressly limited so that in no contingency or warrantiesevent whatsoever, whether oral or written, by any party or any officer, employee or representative reason of any party with respect to the subject matter hereof. Upon certification by Customer acceleration of performance acceptance maturity of the Products purchased pursuant indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to Lender for the Letter Agreement between Seller and Customer dated June 29use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, 1999 (the term "Initial Order"), such Letter Agreement applicable law" shall be terminated and mean the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller law in effect as of the Effective Date date hereof provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be subject to governed by such new law as of its effective date. In this Agreementregard, which shall supersede it is expressly agreed that it is the intent of Borrower and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification Lender in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of Connecticut from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limits of such validity, and if under or from circumstances whatsoever Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between Borrower, the Guarantors and Lender; (f) Upon receipt by Borrower of an affidavit of an officer of Lender as to the loss, theft, destruction or mutilation of either of the Notes or any Exhibit must be other security document which is not of public record, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of such Note or other security document, Borrower will issue, in lieu thereof, a replacement note or other security document in the same principal amount thereof and otherwise of like tenor; (g) Lender shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower or any Guarantor, to grant to one or more banks or other financial institutions (each, a "Participant") participating interests in Lender's obligation to lend hereunder and/or any or all of the Loans held by Lender hereunder. In the event of any such grant by Lender of a participating interest to a Participant, whether or not upon notice to Borrower, Lender shall remain responsible for the performance of its obligations hereunder and Borrower shall continue to deal solely and directly with Lender in connection with Lender's rights and obligations hereunder. Lender may furnish any information concerning Borrower in its possession from time to time to prospective Participants, provided that Lender shall require any such prospective Participant to agree in writing to maintain the confidentiality of such information; (h) The captions for the paragraphs contained in this Agreement have been inserted for convenience only and signed by a duly authorized representative form no part of each this Agreement and shall not be deemed to affect the meaning or construction of any of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.covenants, agreements, conditions or terms hereof; {W1772792;7} f. (i) This Agreement applies only shall be binding upon and inure to sales the benefit of Products the parties hereto and Services to their respective successors and assigns; provided, however, that Borrower shall not assign, voluntarily, by operation of law or otherwise, any of its rights hereunder without the prior written consent of Lender and any such attempted assignment without such consent shall be installed at Customer Sites null and void; (j) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. BORROWER ACKNOWLEDGES THAT LENDER IS RELYING ON THE FOREGOING WAIVER IN ENTERING INTO THIS TRANSACTION; (k) BORROWER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS AGREEMENT IS A PART IS A COMMERCIAL TRANSACTION, AND HEREBY WAIVES ITS RIGHTS TO: (1) NOTICE AND HEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, OR OTHERWISE ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH LENDER MAY DESIRE TO USE, AND (2) REQUEST THAT LENDER POST A BOND, WITH OR WITHOUT SURETY, TO PROTECT BORROWER AGAINST DAMAGES THAT MAY BE CAUSED BY ANY PREJUDGMENT REMEDY SOUGHT OR OBTAINED BY LENDER BY VIRTUE OF ANY DEFAULT OR PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, BORROWER FURTHER EXPRESSLY WAIVES DILIGENCE, DEMAND, PRESENTMENT, PROTEST, NOTICE OF NONPAYMENT OR PROTEST, NOTICE OF THE ACCEPTANCE OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, NOTICE OF ANY OTHER ACTION TAKEN IN RELIANCE HEREON AND ALL OTHER DEMANDS AND NOTICES OF ANY DESCRIPTION IN CONNECTION WITH THIS AGREEMENT (OTHER THAN THE NOTICES SPECIFICALLY REQUIRED BY THIS AGREEMENT) OR THE OTHER LOAN DOCUMENTS, ANY OF THE OBLIGATIONS OR OTHERWISE; (l) BORROWER ACKNOWLEDGES THAT IT MAKES THE WAIVERS SET FORTH IN SUBPARAGRAPHS (j) AND (k) OF THIS PARAGRAPH 12 KNOWINGLY AND VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER CONSIDERATION OF THE RAMIFICATIONS OF THOSE WAIVERS WITH ITS ATTORNEYS. BORROWER FURTHER ACKNOWLEDGES THAT LENDER HAS NOT AGREED WITH OR REPRESENTED TO BORROWER THAT THE PROVISIONS OF SUBPARAGRAPHS (j) AND (k) OF THIS PARAGRAPH 12 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES; and (m) This Agreement may be executed and delivered in Mexico.'any number of counterparts. Each counterpart shall constitute an original, but all counterparts together shall constitute but one and the same agreement. {W1772792;7}

General Provisions. a. Seller A. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and Customer may the same instrument. The Principal and Indemnitor agree that there have been no oral or other agreements of any kind as a condition precedent, or to issue a joint press release concerning induce the execution and delivery of this Agreement by any party. Delivery of this Agreement by Indemnitor to the Surety and reliance of the Surety upon the representations and promises of Indemnitor as set forth in this Agreement shall be conclusively presumed from the possession by the Surety or the Surety’s agent of a signed original or copy of this Agreement. Such press release The Principal and Indemnitor agree that any scanned or electronically digitized copies of this document made by the Surety as part of any records storage, filing and/or retention program or otherwise shall be subject as effective as the original for all purposes and may be used by the Surety as though it were an original document for all purposes. B. The security interests, assignment rights, trust, indemnity and other rights granted herein, shall not be deemed a waiver of the Surety’s equitable subrogation rights or other rights, said security and rights granted herein being in addition to prior review the rights of exoneration, subrogation, and written approval by both partiesother rights to which the Surety is entitled under law or in equity. C. This Agreement sets forth executory undertakings of the Principal and Indemnitor, such approval only, and there are no enforceable promises of the Surety set forth in this Agreement. The Principal and Indemnitor acknowledge that the Surety shall not be required to be unreasonably withheld. b. Any waiver by any party a signatory of any breach this Agreement; however, if the Surety, in its discretion, shall execute a written acknowledgment or failure to comply with any provision acceptance of this Agreement by the other party must be in writing and for any reason, such written acknowledgment or acceptance shall not be construed as, or constitute, then constitute a continuing waiver of such provision, or a waiver of any other provision part of this Agreement. c. If D. The release of any of the provisions of party to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability not release any other party. The failure of any party to perform any of its obligations under this Agreement shall not invalidate or render unenforceable excuse the entire performance of any other party to this Agreement. E. The Indemnitor shall, but rather at all times, remain familiar with the entire Agreement shall be construed as if not containing financial condition and operations of the particular invalid or unenforceable provisions, Principal and the rights and obligations status of Seller and Customer shall be construed and enforced accordinglyall Contracts. d. Except F. The Principal and Indemnitor shall promptly provide all written notices to the NonSurety, as required by this Agreement or otherwise, by registered or certified mail, return receipt requested, directed to the Surety at 000 X. Xxxxxxxx Street, Suite 1600, Los Angeles, California 90017-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, 5721. G. Throughout this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, references in the singular shall constitute the entire agreement between Customer and Seller with respect also refer to the subject matter hereof plural, and supersedes vice versa, all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect references in the conjunctive shall also refer to the subject matter hereof. Upon certification by Customer of performance acceptance of disjunctive, and vice versa, and all references in the Products purchased pursuant past tense shall also refer to the Letter Agreement between Seller present or future tense, and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement vice versa. The Section headings herein are included for convenience only and shall not be terminated and the terms and conditions deemed to be part of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationagreement. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release 15.1 This Agreement shall be subject to prior review binding and written approval deemed effective when executed by both parties, such approval not to be unreasonably withheldBorrower and accepted and executed by Lender. b. Any waiver by any party 15.2 This Agreement shall bind and inure to the benefit of any breach the respective successors and assigns of each of the parties; provided, however, neither Borrower or failure to comply with any provision of Lender may assign its interest in this Agreement or any rights hereunder without the prior written consent of the other, and any prohibited assignment shall be absolutely void. No consent to an assignment by Lender shall release Borrower from its Obligations to Lender. 15.3 Paragraph headings and paragraph numbers have been set forth herein for convenience only. Unless the contrary is compelled by the other party must be context, everything contained in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of each Paragraph applies equally to this entire Agreement. c. If 15.4 Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Lender or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the provisions words used so as to fairly accomplish the purposes and intentions of the parties hereto. 15.5 Each provision of this Agreement shall be invalid severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. 15.6 The parties intend and agree that their respective rights, duties, powers, liabilities, obligations and discretions shall be performed, carried out, discharged and exercised reasonably and in good faith. 15.7 All agreements, representations and warranties contained in this Agreement or unenforceable, such invalidity made in writing by or unenforceability on behalf of Borrower in connection with the transactions contemplated hereby shall not invalidate or render unenforceable survive the entire execution and delivery of this Agreement, but rather the entire Agreement notwithstanding any investigation at any time made by Lender. 15.8 The Obligations shall be construed as if not containing the particular invalid or unenforceable provisions, absolute and the rights unconditional and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effecteffect without regard to, and shall not be released, discharged or in any way affected by: (i) any exercise or non-exercise of any right, remedy, power or privilege under or in respect of such agreements and instruments or applicable law, including, without limitation, any failure by Lender to set off or release in whole or in part any balance of any funds or credit in favor of Borrower, or any waiver, consent, extension, indulgence or other action or inaction in respect of any thereof; (ii) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding of, or affecting, Borrower; (iii) any termination of this Agreement, including all Exhibits that are attached whether or not pursuant to Section 3.2 hereof; or (iv) any other act or thing which may or might in any manner or to any extent operate as a discharge of Borrower as a matter of law. 15.9 Whenever any payment to be made hereunder shall fall due on a day other than a business day, such payment may be made on the next succeeding business day, and hereby incorporated into this Agreementsuch extension of time shall be included in computing the interest due in connection with such payment. 15.10 This Agreement is intended by Borrower and Lender to be the final, shall constitute complete and exclusive expression of the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreementsthem. No modification, covenantsrescission, arrangementswaiver, communications, representations release or warranties, whether oral or written, by any party or any officer, employee or representative amendment of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date provision of this Agreement shall be subject to this Agreementmade, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and except by a written agreement signed by Borrower and a duly authorized representative officer of Lender. 15.11 This Agreement may be executed in any number of counterparts, and by Lender and Borrower in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONsame agreement. f. This Agreement applies only 15.12 If after receipt of any payment of, or proceeds of Collateral applied to sales the payment of, all or any part of Products and Services the Obligations, Lender is for any reason compelled to surrender such payment or proceeds, to any Person by order of a court of competent jurisdiction or in a bankruptcy or insolvency proceeding, because such payment or proceeds is determined to be installed at Customer Sites void or voidable as a preference, impermissible set off, or a diversion of trust funds, or based on any claim of breach of contract, breach of warranty, illegality, invalidity, or fraud, or for any other reason, then this Agreement and the Obligations intended to be paid by such surrendered payment or proceeds shall be reinstated, if necessary, and shall continue in Mexicofull force and Borrower shall be liable to, and does hereby indemnify Lender and hold Lender harmless for, the amount of such payment or proceeds surrendered. The provisions of this Section 15.12 shall be and remain effective notwithstanding any contrary action which may have been taken by Lender in reliance upon such payment or proceeds, and any such contrary action so taken shall be without prejudice to Lender's rights under this Agreement and shall be deemed to have been conditioned upon such payment or proceeds having become final and irrevocable. The provisions of this Section 15.12 shall survive the termination of this Agreement.'

General Provisions. a. Seller (a) The term “to the fullest extent permitted by applicable law”, as used in this Article XI shall mean the maximum extent permitted by public policy, common law or statute. Any person covered by Section 11-01 hereof may, to the fullest extent permitted by applicable law, elect to have the right to indemnification or to advancement or reimbursement of expenses, interpreted, at such person’s option; (i) on the basis of the applicable law on the date this Section was approved by the shareholders; or (ii) on the basis of the applicable law in effect at the time of the occurrence of the event, act or omission giving rise to the action, suit or proceeding, or (iii) on the basis of the applicable law in effect at the time indemnification is sought. (b) The right of a person covered by Section 11-01 hereof to be indemnified or to receive an advancement or reimbursement of expenses pursuant to Section 11-02 (i) may be enforced as a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Corporation and Customer may agree such person; (ii) to issue a joint press release concerning the execution of this Agreement. Such press release fullest extent permitted by applicable law, is intended to be retroactive and shall be subject available with respect to events, acts or omissions occurring prior review to the adoption hereof; and written approval (iii) shall continue to exist after the rescission or restrictive modification (as determined by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party person) of any breach or failure to comply with any provision of this Agreement Article XI with respect to events, acts and omissions occurring before such rescission or restrictive modification is adopted. (c) If a request for indemnification or for the advancement or reimbursement of expenses pursuant hereto is not paid in full by the other party must Corporation within thirty (30) days after a written claim has been received by the Corporation together with all supporting information reasonably requested by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim (plus interest at the prime rate announced from time to time by the Corporation’s primary lending bank) and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses (including, but not limited to, attorneys’ and investigation fees and costs) of prosecuting such claim. Neither the failure of the Corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of or the advancement or reimbursement of expenses to the claimant is proper in writing the circumstances, nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled. (d) The indemnification and advancement or reimbursement of expenses provided by, or granted pursuant to, this Article XI shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver deemed exclusive of any other provision rights to which those seeking indemnification or advancement or reimbursement of this Agreementexpenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. c. If any (e) Nothing contained in this Article XI shall be construed to limit the rights and powers the Corporation possesses under Chapter 17, Subchapter D of the Business Corporation Law, or otherwise, including, but not limited to, the powers to purchase and maintain insurance, create funds to secure or insure its indemnification obligations, and any other rights or powers the Corporation may otherwise have under applicable law. (f) The provisions of this Agreement shall Article XI may, at any time (and whether before or after there is any basis for a claim for indemnification or for the advancement or reimbursement of expenses pursuant hereto), be invalid amended, supplemented, waived, or unenforceableterminated, such invalidity in whole or unenforceability shall not invalidate or render unenforceable the entire Agreementin part, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to any person covered by Section 11-01 hereof by a written agreement signed by the subject matter hereof Corporation and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationperson. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed (g) The Corporation shall have the right to appoint the attorney for a person covered by a duly authorized representative of each of Section 11-01 hereof, provided such appointment is not unreasonable under the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONcircumstances. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 8, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreementregardless of (i) any investigation, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect or statement as to the subject matter hereof and supersedes all prior agreementsresults thereof, covenantsmade by or on behalf of the Underwriters, arrangementsthe officers or employees of the Underwriters, communicationsany person controlling any of the Underwriters, representations the Company, the officers or warrantiesemployees of the Company, whether oral or written, by any party or any officerperson controlling the Company, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance (ii) acceptance of the Products purchased pursuant to the Letter Agreement between Seller ADSs and Customer dated June 29, 1999 payment for them as contemplated hereby and (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions iii) termination of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition[Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Chief Executive Officer and all Products sold to Customer Chairman The foregoing Underwriting Agreement is hereby confirmed and accepted by Seller the Underwriters as of the Effective Date date first above written. For itself and on behalf of this Agreement shall be subject the several Underwriters listed on Schedule A hereto By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chairwoman Prime Number Capital LLC 1,470,588 Guotai Junan Securities (Hong Kong) Limited 779,412 SBI China Capital Financial Services Limited 3,155,882 AC Sunshine Securities LLC 294,118 Number of Firm ADSs: 5,700,000 Number of Additional ADSs: 855,000 Public Offering Price per Firm ADS: $6.8 Public Offering Price per Additional ADS: $6.8 Underwriting Discount per one Firm ADS: 7.0% per Firm ADS (or $0.476 per share) Underwriting Discount per one Additional ADS: 7.0% per Additional ADS (or $0.476 per share) Proceeds to this AgreementCompany per one Firm ADS (before expenses): $6.324 Proceeds to Company per one Additional ADS (before expenses): $6.324 1. Xxx Xxxx 2. Xxx Xxxx 3. Wenjing Che 4. Xxxxxxx Xx 5. Xxx Xx 6. Xxxxx Xxx 7. X. Xxxxx Xxxxxxx 1. AI Smart Holding Limited 2. ZunTian Holding Limited 3. PP Smart Holding Limited 4. River Hill China Fund L.P. 5. GRAND GLORY (HONG KONG) CORPORATION LIMITED 6. 上海同隽企业管理咨询合伙企业（有限合伙）/Shanghai Tongjun Enterprise Management Consulting Partnership (Limited Partnership) 7. 青岛光控低碳新能股权投资有限公司/Qingdao CEL Low Carbon New Energy Equity Investment Limited 8. 北京蓝色光标数据科技股份有限公司/Bluefocus Intelligent Communications Group Co., which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationLtd. 9. iTeam Holding Limited 10. 上海毓隽企业管理合伙企业（有限合伙）/Yujun Limited 11. 通鼎互联信息股份有限公司/TONGDING INTERCONNECTION INFORMATION CO., LTD. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties12. [***] CONFIDENTIAL TREATMENT REQUESTED置瀚（上海）投资中心（有限合伙）/Zhihan (Shanghai) Investment Center (Limited Partnership) 13. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.嘉兴道同创智壹期投资合伙企业（有限合伙） /Jiaxing Daotong ChuangZhi Investment Partnership (Limited Partnership) f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'14. AA Smart Holding Limited 15. 杭州天堂硅谷嘉富一号股权投资合伙企业（有限合伙）/Hangzhou Paradise Silicon Valley Jiafu No. 1 Equity Investment Partnership (Limited Partnership) 16. 上海赛犇企业管理咨询合伙企业（有限合伙） /Shanghai Saiben Enterprise Management Consulting Partnership (Limited Partnership) 17. 上海聚连投资咨询有限公司/Shanghai Julian Investment Consulting Co., Ltd. 18. East Investment Limited

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 7, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, no other person shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations acquire or warranties, whether oral have any right under or written, by any party or any officer, employee or representative virtue of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionThe term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxx Xx Title: Chairman of the Board, Chief Executive Officer, President, Secretary, Treasurer The foregoing Underwriting Agreement is hereby confirmed and all Products sold to Customer accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: Title: Prime Executions, Inc. dba Freedom Capital Markets [●] Number of this Agreement shall be subject Firm Shares: Number of Additional Shares: Public Offering Price per one Share: $ Underwriting Discount per one Share: $ Proceeds to this AgreementCompany per one Share (before expenses): $ Xxx Xx Xxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx XX Xxxxx Xxxxxx Name of Subsidiary Jurisdiction of Incorporation or Organization Northann Building Solutions LLC. Delaware Benchwich Construction Products Co., which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the partiesLimited Hong Kong Northann (Changzhou) Construction Products Co., Ltd. PRC Northann Distribution Center Inc California Dotfloor, Inc. California Crazy Industry (Changzhou) Industry Technology Co., Ltd. PRC Changzhou Xxxxxxx International Trading Co., Ltd. PRC Changzhou Marco Merit International Trading Co., Ltd. PRC THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. [***] CONFIDENTIAL TREATMENT REQUESTED__]) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN PRIME EXECUTIONS, INC. OMITTED PORTIONS FILED SEPARATELY WITH DBA FREEDOM CAPITAL MARKETS, OR BONA FIDE OFFICERS OR PARTNERS OF PRIME EXECUTIONS, INC. DBA FREEDOM CAPITAL MARKETS, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES AND EXCHANGE COMMISSIONHEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20285. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the 5.1 By execution of this AgreementConsent and Amendment, each Credit Party acknowledges and confirms after due inquiry that, as of the date of this Consent and Amendment, it does not have any offsets, defenses, claims or counterclaims against the Administrative Agent or any Lender, or any of their respective subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns whether asserted or unasserted. Such press Each Credit Party and their respective successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable, jointly and severally, release shall be subject and forever discharge the Administrative Agent and each Lender and each of their respective subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors and assigns, both present and former from any and all manner of actions, causes of action, suits, debts, controversies, damages, judgments, executions, claims, counterclaims and demands whatsoever, asserted or unasserted, in law or in equity which have arisen on or prior to prior review the date of this Consent and written approval Amendment or which any of such Credit Party’s successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents and executors, as applicable, both present and former ever had or now has, upon or by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party reason of any breach manner, cause, causes or failure to comply with thing whatsoever, including, without limitation, any provision of this Agreement by the other party must be in writing and shall not be construed as, presently existing claim or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the defense. The provisions of this Section 5.1 shall survive the termination of the Credit Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights Credit Documents and obligations the payment in full of Seller and Customer shall be construed and enforced accordinglythe Obligations. d. 5.2 Except as provided by this Consent and Amendment, the Non-Disclosure terms and provisions of the Original Credit Agreement dated May 19, 1999 which and each of the other Credit Documents shall remain in full force and effecteffect and are hereby affirmed, this Agreementconfirmed and ratified in all respects. Each Credit Party ratifies, including confirms and affirms without condition, all Exhibits that are attached to liens and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect security interests granted to the subject matter hereof Administrative Agent and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased Lenders pursuant to the Letter Agreement between Seller Credit Documents (as amended by this Consent and Customer dated June 29, 1999 (the "Initial Order"Amendment), and such Letter Agreement liens and security interests shall be terminated and continue to secure the terms and conditions of this Agreement shall apply Obligations, including but not limited to, all Loans made by the Lenders to Borrower under the Initial Order as if the Initial Order were a Purchase Order under this Credit Agreement. In additionExcept as expressly stated herein, Administrative Agent and Lenders reserve all outstanding Purchase Orders from Customer of their rights, privileges and remedies under the Credit Agreement and all Products sold to Customer by Seller as other Credit Documents. Nothing contained herein constitutes a waiver of any other rights of Administrative Agent or the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Lenders under the Credit Agreement or any Exhibit must of the other Credit Documents, and nothing contained in this letter shall directly or indirectly in any way be deemed to constitute any course of dealing or other basis for altering any other obligation of the Borrower or any of the other Credit Parties under the Credit Agreement or any of the other Credit Documents. 5.3 This Consent and Amendment shall be construed in writing accordance with and signed governed by the laws of the State of New York without regard to conflict of laws principles thereof, and the obligations of Borrower under this Consent and Amendment is and shall arise absolutely and unconditionally upon the execution and delivery of this Consent and Amendment. 5.4 This Consent and Amendment shall become effective upon the execution of a duly authorized representative of counterpart hereof by each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONparties hereto and receipt by Borrower and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof. f. This 5.5 Each of the Credit Parties agrees to pay all reasonable, out-of-pocket expenses incurred by Administrative Agent and Lenders in connection with the preparation, negotiation and consummation of this Consent and Amendment, and all other documents related thereto, including without limitation, the reasonable fees and expense of counsel to the Administrative Agent, and any filing fees required in connection with the filing of any documents necessary to consummate the provisions of this Consent and Amendment. 5.6 On or after the effective date hereof, each reference in the Credit Agreement applies only or any of the Original Credit Documents to sales this “Agreement” or works of Products and Services like import, shall unless the context otherwise requires, be deemed to be installed at Customer Sites in Mexicorefer to the Original Credit Agreement as amended hereby.'

General Provisions. a. Seller 24.1 Tenant acknowledges that neither Landlord nor any broker, agent or employee of Landlord has made any representations or promises with respect to the Premises or the Building except as herein expressly set forth, and Customer may agree to issue a joint press release concerning the execution of no rights, privileges, easements or licenses are being acquired by Tenant except as herein expressly set forth. 24.2 Nothing contained in this Agreement. Such press release Lease shall be subject construed as creating a partnership or joint venture of or between Landlord and Tenant, or to create any other relationship between the parties hereto other than that of landlord and tenant. 24.3 The obligations of Tenant hereunder shall be separate and independent covenants and agreements. This is a net lease and Base Rent, Additional Rent and all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly provided herein, without notice or demand, counterclaim, recoupment, abatement, suspension, reduction or defense. 24.4 Each party agrees, at any time and from time to time, upon not less than fifteen (15) days’ prior review written notice by the other, to execute, acknowledge and written approval deliver to the requesting party a statement in writing (i) certifying, if true, that this Lease is unmodified and in full force and effect (or if there have been any modifications, that the Lease is in full force and effect as modified and stating the modifications); (ii) stating the dates to which the rent and any other charges hereunder have been paid by both partiesTenant; (iii) stating whether or not, to the best knowledge of the certifying party, the requesting party is in default in the performance of any covenant, agreement or condition contained in this Lease, and if so, specifying the nature of such approval not default; (iv) stating the address to which notices to the certifying party are to be unreasonably withheldsent; and (v) stating such other information as the requesting party or any mortgagee or prospective mortgagee of the Building (in the case of a certificate requested by Landlord) may reasonably request. Any such statement delivered by Tenant may be relied upon by any landlord of the Building or the land upon which it is situated, any prospective purchaser of the Building or such land, any mortgagee or prospective mortgagee of the Building or such land or of Landlord’s interest therein, or any prospective assignee of any such mortgagee. b. Any waiver 24.5 Landlord and Tenant each hereby waive trial by jury in any party action, proceeding or counterclaim brought by either of any breach or failure to comply them against the other in connection with any provision matter arising out of or in any way connected with this Agreement by Lease, the relationship of landlord and tenant hereunder, Tenant’s use or occupancy of the Premises, and/or any claim of injury or damage. 24.6 All notices or other party must communications required hereunder shall be in writing and shall not be construed asdeemed duly given if delivered in person (with receipt therefor), if delivered by nationally recognized overnight courier service (with receipt therefor), or constituteif sent by certified or registered mail, return receipt requested, postage prepaid, to the following addresses: (i) if to Landlord, at DuPont Fabros Development LLC, Xxxxx 0000, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, with a continuing waiver copy to Xxxxxx Godward LLP, One Freedom Square, Reston Town Center, 00000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000-0000, Attn: Xxxx X. Xxxxx; (ii) if to Tenant, to Equinix, Inc., 000 Xxxxxxxx Xxx, 0xx Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000-0000, Attn: Director of such provisionReal Estate, or with a waiver copy to Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (after July 4, 2004, 000 Xxxxxx Xxxxxx, San Francisco, California 94105), Attn: Xxxxxxx X. Xxxxxx, Xx. Either party may change its address for the giving of notices by notice given in accordance with this Section. 24.7 If any other provision of this Agreement. c. If Lease or the application thereof to any of the provisions of this Agreement person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such invalidity provision to persons or unenforceability circumstances other than those as to which it is invalid or unenforceable, shall not invalidate or render unenforceable the entire Agreementbe affected thereby, but rather the entire Agreement and each provision of this Lease shall be construed as if not containing valid and enforced to the particular invalid fullest extent permitted by law. 24.8 Feminine or unenforceable provisionsneuter pronouns shall be substituted for those of the masculine form, and the rights and obligations of Seller and Customer plural shall be construed and enforced accordinglysubstituted for the singular number, in any place or places herein in which the context may require such substitution. d. Except 24.9 The provisions of this Lease shall be binding upon, and shall inure to the Non-Disclosure Agreement dated May 19benefit of, 1999 which shall remain in full force the parties hereto and effecteach of their respective representatives, this Agreementsuccessors and assigns, including all Exhibits that are attached subject to the provisions hereof restricting assignment or subletting by Tenant. 24.10 This Lease contains and hereby incorporated into this Agreement, shall constitute embodies the entire agreement between Customer and Seller with respect to of the subject matter hereof parties hereto and supersedes all prior agreements, covenantsnegotiations and discussions between the parties hereto. Any representation, arrangements, communications, representations inducement or warranties, whether oral or written, by any party or any officer, employee or representative agreement that is not contained in this Lease shall not be of any party force or effect. This Lease may not be modified or changed in whole or in part in any manner other than by an instrument in writing duly signed by both parties hereto. 24.11 This Lease shall be governed by and construed in accordance with respect the laws of the Commonwealth of Virginia. 24.12 Article and section headings are used herein for the convenience of reference and shall not be considered when construing or interpreting this Lease. 24.13 The submission of an unsigned copy of this document to Tenant for Tenant’s consideration does not constitute an offer to lease the Premises or an option to or for the Premises. This document shall become effective and binding only upon the execution and delivery of this Lease by both Landlord and Tenant. 24.14 Time is of the essence of each provision of this Lease. 24.15 This Lease shall not be recorded. 24.16 [Intentionally Deleted] 24.17 Except as expressly set forth herein to the subject matter hereof. Upon certification by Customer of performance acceptance contrary, all of the Products purchased parties’ duties and obligations hereunder shall survive the termination of this Lease for any reason whatsoever. 24.18 [Intentionally Deleted] 24.19 Each party hereby represents and warrants to the other that all necessary corporate or company action has been taken to enter into this Lease and that the person signing this Lease on behalf of such party has been duly authorized to do so. 24.20 Any amounts required to be paid by Tenant under this Lease other than Base Rent shall be considered “Additional Rent”. All payments of Additional Rent shall be paid to Landlord without diminution, setoff or deduction, in the same manner as annual Base Rent pursuant to Section 3.3 hereof or as may otherwise be provided in this Lease. 24.21 [Intentionally Deleted] 24.22 This Lease includes and incorporates Exhibits A, X-0, X-0, X-0, X-0, X-0, A-6 B, C and D attached hereto. 24.23 Landlord and Tenant each represents and warrants to the other that neither of them has employed or dealt with any broker, agent or finder in carrying on the negotiations relating to this Lease other than Xxxxxxxx Xxxx Services, Inc. and Millennium Realty Advisors, LLC, who shall be paid a commission by Landlord pursuant to the Letter Agreement between Seller terms of a separate agreement. Each party shall indemnify and Customer dated June 29hold the other harmless from and against any claim or claims for brokerage or other commissions asserted by any other broker, 1999 agent or finder engaged by the indemnifying party or with whom the indemnifying party has dealt in connection with this Lease. 24.24 Neither party will, without the prior written consent of the other party (which may be withheld in the "Initial Order")other party’s sole discretion) disclose to any party (other than the disclosing party’s prospective acquirers, underwriters, investors, mortgagees, and other lenders and Tenant’s prospective assignees and subtenants, and counsel for the foregoing parties (but in such Letter Agreement shall event only if such parties agree to keep such information confidential) or as may be terminated and required by applicable law or judicial order or any required official filing with any governmental agency or public stock exchange) any of the terms and conditions of this Agreement Lease; provided that Landlord may disclose to prospective tenants the existence of this Lease but not the terms and conditions hereof. This limitation shall not apply if and to the Initial Order as extent that the terms and conditions of this Lease become publicly available (other than by breach of this Section 24.24). For the avoidance of doubt, the parties acknowledge and agree that recordation of this Lease or of a memorandum thereof by a party shall constitute a breach of this Section 24.24 by such party if the Initial Order were a Purchase Order under applicable recorded documents contain any of the material business terms of this AgreementLease, including without limitation, the Rent due hereunder. In addition, all outstanding Purchase Orders from Customer Landlord shall not without Tenant’s consent (which may be withheld in Tenant’s sole discretion) issue any press releases, make any public statements, place advertisements or publicize in any manner, regarding the fact that Tenant has leased space in, or is occupying a portion of, the Building. The sole remedy for a breach of the foregoing undertaking shall be an action for specific performance, injunction or restraining order, and such a breach shall not otherwise be deemed to constitute a default under this Lease or give rise to any claim for damages or other relief. 24.25 This Lease may be executed in separate counterparts, each of which shall constitute an original and all Products sold to Customer by Seller as of which, together, shall constitute one and the Effective Date of this Agreement same instrument. This Lease shall be subject fully executed when each party whose signature is required has signed and delivered to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONparties at least one counterpart, even though no single counterpart contains the signatures of all parties hereto. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller (a) This Agreement constitutes the entire agreement of the parties to this Agreement and Customer may agree supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriter, solely with respect to issue a joint press release concerning the execution of Offering contemplated by this Agreement. Such press release For elimination of doubt, nothing in this Agreement or contemplated hereby, including without limitation the immediately previous sentence, shall be subject to prior review and written approval by both partiessupersede, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach curtail, limit, terminate, eliminate or failure to comply with invalidate any provision of this Agreement the engagement letter, dated as of September 29, 2017, by and between the Representative and the Company, as amended by that certain First Amendment to Engagement Letter effective as of September 11, 2018 (as so amended, the “Engagement Letter”) not related to the transactions contemplated by the other party must be in writing and shall not be construed asRegistration Statement, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, Preliminary Prospectus and the rights and obligations Prospectus, each of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which provisions shall remain in full force and effect. (b) This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. (c) This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. (d) The Company acknowledges that in connection with the Offering of the Offered Shares: (i) the Underwriter has acted at arm’s length, are not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Underwriter owes the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriter may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against any of the Underwriter arising from an alleged breach of fiduciary duty in connection with the offering of the Offered Shares. [The remainder of this page has been intentionally left blank.] If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, Golden Metropolis International Limited By: Name: Minpei Zha Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. By: Name: Xxxxx Xxxxx Title: Chief Executive Officer Boustead Securities, LLC [__] Boustead Securities, LLC 0 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Re: Golden Metropolis International Limited – Lock-Up Agreement Ladies and Gentlemen: This Agreement (the “Lock-Up Agreement”) is being delivered to you in connection with the Underwriting Agreement (the “Underwriting Agreement”) between Golden Metropolis International Limited, a British Virgin Islands company (the “Company”) and Boustead Securities, LLC, acting as a representative (the “Representative”) of the several underwriters in the Public Offering (“Underwriters”), relating to the proposed public offering (the “Public Offering”) of ordinary shares (“Ordinary Shares”), no par value, of the Company. To induce the Underwriters to continue their efforts in connection with the Public Offering, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees for the benefit of the Company and the Underwriters that, without the Representative’s prior written consent, the undersigned will not, during the period commencing on the date hereof and ending 180 days following Effective Date of the Registration Statement (the “Lock-Up Period”), directly or indirectly (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, any Ordinary Shares or any securities directly or indirectly convertible into or exercisable or exchangeable for Ordinary Shares owned either of record or beneficially (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned on the date hereof or hereafter acquired, or (2) enter into any swap or other agreement or arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Ordinary Shares the undersigned may purchase in the Public Offering. The foregoing shall not apply to: i. the sale of Ordinary Shares pursuant to the Public Offering; ii. transactions relating to Ordinary Shares acquired in open market transactions after the completion of the Public Offering; provided that, no filing by any party under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such transfer; (a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Ordinary Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company and the Company’s cancellation of all Exhibits or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Ordinary Shares or other securities to the Company in connection with the vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans; iv. transfers of Ordinary Shares or any security directly or indirectly convertible into or exercisable or exchangeable for Shares as a bona fide gift or in connection with estate planning, including, but not limited to, dispositions to any trust for the direct or indirect benefit of the undersigned or the “immediate family member(s)” (as defined in Item 404(a) of Regulation S-K under the Exchange Act) of the undersigned and dispositions from any grantor retained annuity trust established for the direct benefit of the undersigned or a member of the immediate family of the undersigned, or by will or intestacy; v. any transfer pursuant to a qualified domestic relations order or in connection with a divorce; (a) any distributions or transfers without consideration of Ordinary Shares or any security directly or indirectly convertible into or exercisable or exchangeable for Shares to limited partners, members, stockholders or affiliates of the undersigned, or to any partnership, corporation or limited liability company controlled by the undersigned or by a member of the immediate family of the undersigned; (b) any transfer made in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement; vii. the establishment of a trading plan pursuant to Rule 10b 5-1 under the Exchange Act for the transfer of shares of Ordinary Shares, provided that such plan does not provide for the transfer of Shares during the Lock-Up Period; or viii. by will or the laws of descent and distribute or to one or more trusts for bona fide estate planning purposes; provided, however, that (a) in the case of any transfer or distribution pursuant to clause (iv) or (vi), each donee or distributee shall sign and deliver a lock-up letter agreement substantially in the form of this letter agreement (the “Agreement”) and (b) in the case of any transaction pursuant to clauses (iv), (vi) or (vii), such transaction is not required to be reported during the Lock-Up Period by anyone in any public report or filing with the Securities and Exchange Commission or otherwise (other than a required filing on Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) and no such filing shall be made voluntarily during the Lock-Up Period. In addition, the undersigned agrees that, without the Representative’s prior written consent, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security directly or indirectly convertible into or exercisable or exchangeable for Ordinary Shares. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to the expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. In furtherance of the foregoing, (1) the undersigned also agrees and consents to the entry of stop transfer instructions with any duly appointed transfer agent for the registration or transfer of the securities described herein against the transfer of any such securities except in compliance with the foregoing restrictions, and (2) the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are attached hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement. If the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned hereby incorporated represents and warrants that the undersigned has full power and authority to enter into this Agreement. The undersigned hereby waives any applicable notice requirement concerning the Company’s intention to file the registration statement and applicable exhibits (the “Offering Statement”) and sell Ordinary Shares thereunder. The undersigned understands that the Company and the Underwriters are relying upon this Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Agreement is irrevocable and shall be binding upon the undersigned’s heirs, shall constitute legal representatives, successors and assigns. The undersigned acknowledges that whether or not the entire agreement Public Offering actually occurs depends on a number of factors, including market conditions, that any Public Offering will be made only pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between Customer the Company and Seller the Representative and that there is no assurance that the Company and the Representative will enter into an Underwriting Agreement with respect to the subject matter hereof and supersedes all Public Offering or that the Public Offering will be consummated. This Agreement shall automatically terminate upon the earliest to occur, if any, of (1) either the Representative, on the one hand, or the Company, on the other hand, advising the other in writing, prior agreementsto the execution of the Underwriting Agreement, covenantsthat they have determined not to proceed with the Public Offering, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative (2) termination of the Underwriting Agreement before the sale of any party Ordinary Shares pursuant to the Underwriting Agreement, (3) the withdrawal of the Offering Statement filed with the Securities and Exchange Commission with respect to the subject matter hereof. Upon certification Public Offering, or (4) the Underwriting Agreement having not been executed by Customer of performance acceptance December 31, 2018 or such other date as may be agreed as the final date of the Products purchased pursuant to Public Offering if the Letter Agreement between Seller Company and Customer dated June 29, 1999 (the "Initial Order"), such Letter Representative extend the Public Offering. This Agreement shall be terminated governed by and construed in accordance with the terms and conditions laws of this Agreement shall apply the State of California, without regard to the Initial Order as if conflict of laws principles thereof. Sincerely, (Name - Please Print) (Signature) (Name of Signatory, in the Initial Order were a Purchase Order under this Agreement. In additioncase of entities - Please Print) (Title of Signatory, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as in the case of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'entities - Please Print) Address:

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 7, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, no other person shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations acquire or warranties, whether oral have any right under or written, by any party or any officer, employee or representative virtue of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionThe term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Chairman of the Board and all Products sold to Customer Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: President AC Sunshine Securities LLC 2,500,000 Total 2,500,000 Number of Firm Shares: 2,500,000 Number of Additional Shares: 375,000 Public Offering Price per one Share: $4.00 Underwriting Discount per one Share: $0.28 Proceeds to Company per one Share (before expenses): $3.72 Xxxxx Xxx Xxxxxxx Xx Dr. Xx Xxxx Xxxx Xxx Xxxxxxx Xxx Xxxxxxxx (Xxxx) Xxxxx Xxxx Xxxx Xxxxxxx X. Xxxx, PE Zfounder Organization Inc. Liwen Que Name of Subsidiary Jurisdiction of Incorporation or Organization Castor Building Tech LLC California Inno Metal Studs Corp. Texas Inno Research Institute LLC Texas THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. 333-273429) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN AC SUNSHINE SECURITIES LLC, OR BONA FIDE OFFICERS OR PARTNERS OF AC SUNSHINE SECURITIES LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO DECEMBER [ ], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, DECEMBER [ ], 20285. 1. Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Inno Holdings Inc., a Texas corporation (the “Company”), on the one hand, and AC Sunshine Securities LLC (the “Holder”), on the other hand, dated December [ ], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Agreement Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock of the Company, of no par value (“Common Stock”) as equates to seven percent (7.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $4.80 per share of Common Stock (which is equal to one hundred and twenty percent (120%) of the price of the shares of Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be subject to this Agreement, which adjusted as therein specified. The term “Exercise Price” shall supersede and replace any additional mean the initial exercise price as set forth above or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by the adjusted exercise price as a duly authorized representative of each result of the partiesevents set forth in Section 6 below, depending on the context. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCapitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller 20.1 The relationship of the parties here under shall always and Customer may agree to issue a joint press release concerning the execution only be that of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheldindependent contractors. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by 20.2 Whenever the other party must be in writing singular is used herein the same shall include the plural where appropriate, and when the plural is used herein1 the same shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreementinclude the singular where appropriate. c. If 20.3 In the event any of the provisions of this Agreement shall be invalid held to be invalid, illegal or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire unaffected provisions of this Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, unimpaired and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effecteffect Verizon and Provider shall negotiate in good faith to substitute for such invalid, illegal or unenforceable provisions a mutually acceptable provision consistent with the original intention of the parties hereto. 20.4 The captions or headings in this AgreementAgreement are strictly for convenience and shall not be considered in interpreting it or as amplifying or limiting any of its content. 20.5 This Agreement is the joint work product of both parties hereto. Accordingly, including in the event of ambiguity, no presumption shall be imposed against any party by reason of document preparation. 20.6 Except as otherwise stated herein, no waiver of any breach of this Agreement or of any of the terms hereof shall be effective unless such waiver is in writing and signed by the parties. No waiver of any breach shall be deemed to be a waiver of any other or subsequent breach. 20.7 This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to its principles of conflicts of Jaws. 20.8 This Agreement between Provider and Verizon is non-exclusive. Nothing in this Agreement shall prevent Provider or Verizon from entering into similar arrangements with any other entities or otherwise furnishing telecommunications services to, or obtaining telecommunications services from, any entity. 20.9 This Agreement may be executed in counterparts, each of which shall be deemed an original and all Exhibits that are attached to and hereby incorporated into this Agreement, of which together shall constitute one and the entire same instrument. 20.10 This Agreement constitutes the entities agreement between Customer and Seller the parties with respect to the subject matter hereof and geographic locations referred to and supersedes any and all prior agreements, covenants, arrangements, communications, representations or warrantiescontemporaneous agreements between the parties, whether oral written or writtenoral. Unless otherwise expressly permitted herein, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall cannot be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be modified except in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree This Agreement constitutes the entire agreement of the parties to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the other party must be in writing and shall not be construed asOffering, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any except for those specific provisions of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable Engagement Letter between the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, Company and the rights and obligations Representative, dated as of Seller and Customer shall be construed and enforced accordingly. d. Except July 22, 2022 (the Non-Disclosure Agreement dated May 19“Engagement Letter”) that are not related to the Offering, 1999 each of which provisions shall remain in full force and effect for the term of the Engagement Letter. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, including all Exhibits that are attached to and hereby incorporated into no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall constitute become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xx Xxxx Xxxx Title: Executive Chairwoman and Executive Director The foregoing Underwriting Agreement is hereby confirmed and accepted by the entire agreement between Customer Underwriters as of the date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxx Xxx Title: CEO Univest Securities, LLC 1. Free Writing Prospectus, dated [ ], link as follows: [ ] Number of Firm Shares: 1,087,500 Number of Additional Shares: 163,125 Public Offering Price per one Share: [●] Underwriting Discount per one Share: [●] Proceeds to Company per one Share (before expenses): [●] Name # of Shares Ms. Xx Xxxx Leck1 15,056,700 Ordinary Shares Xx. Xx Xxx Xxx 0 Ms. Xxxxx Xxxxxx Xxx 0 Xx. Xxxx Xxxx Xxx 0 Xx. Xxx Xxx 0 Xx. Xxx Xxx Xxx 0 Xxxxx & KT Holdings Pte. Ltd.2 15,056,700 Ordinary Shares Xx. Xx Xxxx Xxxx 4,803,450 Ordinary Shares (1) Ms. Xx Xxxx Xxxx is deemed to beneficially own 15,056,700 Ordinary Shares through Xxxxx & KT Holdings Pte. Ltd., a Singapore company holding 15,056,700Ordinary Shares of Xxxxx Commodities Limited. Ms. Xx Xxxx Xxxx holds a 50% of equity interest in Xxxxx & KT Holdings Pte. Ltd. Her children Xxx Xxx Xxx, Xxx Xxx Xxx, and Seller Xx Xx Xxx, collectively hold another 50% equity interests in Xxxxx & KT Holdings Pte. Ltd. Ms. Xx Xxxx Xxxx is the registered director of Xxxxx & KT Holdings Pte. Ltd. The 50% ownership held by Ms. Xx Xxxx Xxxx constitutes a controlling interest in Xxxxx & KT Holdings Pte. Ltd. (2) Xxxxx & KT Holdings Pte. Ltd. is a private company limited by shares incorporated under the laws of Singapore. Ms. Xx Xxxx Xxxx is considered the controlling person of this entity. Name of Subsidiary Jurisdiction of Incorporation or Organization Maxwill Pte. Ltd. Singapore Maxwill (Asia) Pte. Ltd. Singapore LP Grace Pte. Ltd. Singapore Maxwill Foodlink Pte. Ltd. Singapore As attached. 00 Xxxxxxxxxxx Xxxxx Suite 1838 New York, NY 10019 Ladies and Gentlemen: The undersigned, a shareholder, director or officer of Xxxxx Commodities Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”) understands that Univest Securities, LLC and certain other firms (the “Underwriters”) for which Univest Securities, LLC is acting as the representative (the “Representative”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of the Company’s Ordinary Shares, par value $0.000000430108 per share (the “Ordinary Shares”), and that the Underwriters propose to reoffer the Ordinary Shares to the public (the “Offering”). Pursuant to this Lock-up Agreement (the “Lock-Up Agreement”) and in consideration of the execution of the Underwriting Agreement by the Representative on behalf of the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Representative, on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Ordinary Shares (collectively, the “Securities”) (including, without limitation, Ordinary Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and Securities that may be issued upon the conversion of any securities or the exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Securities, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Securities or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the subject matter registration of any Securities or securities convertible into or exercisable or exchangeable for Securities or any other securities of the Company, or (4) publicly disclose the intention to do any of the foregoing, for a period commencing on the date hereof and supersedes all ending on the 180th day after the date of the Prospectus relating to the Offering (such 180-day period, the “Lock-Up Period”). The foregoing paragraph shall not apply to: (a) transactions relating to Securities acquired in the open market after the completion of the Offering; or (b) bona fide gifts, sales or other dispositions of Securities, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer pursuant to this clause (b) that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior agreementsto the expiration of the Lock-up Period; or (c) the exercise of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof; provided, covenants, arrangements, communications, representations that the restrictions shall apply to Securities issued upon such exercise or warranties, whether oral or written, by any party or any officer, employee or representative conversion; or (d) the establishment of any party contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that no sales of Ordinary Shares, or securities convertible into, or exchangeable or exercisable for, Ordinary Shares shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such Rule 10b5-1 Plan, such announcement or filing shall include a statement to the effect that no transfer of Ordinary Shares may be made under such plan during the Lock-up Period; or (e) any demands or requests for, exercise any right with respect to, or take any action in preparation of, the registration by the Company under the Securities Act of the undersigned’s Ordinary Shares provided that no transfer of the undersigned’s Ordinary Shares registered pursuant to the exercise of any such right and no registration statement shall be filed under the Act with respect to the subject matter hereof. Upon certification by Customer of performance acceptance any of the Products purchased pursuant to undersigned’s Ordinary Shares during the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationLock-Up Period. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this This Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute constitutes the entire agreement between Customer and Seller with respect of the parties to this Agreement relating to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements, covenantsunderstandings, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party and negotiations with respect to the subject matter Offering. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Upon certification Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by Customer the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties, and other statements of performance the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Products purchased pursuant to the Letter Agreement between Seller Offered Securities and Customer dated June 29, 1999 payment for them as contemplated hereby and (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions iii) termination of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionExcept as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all outstanding Purchase Orders as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from Customer the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all Products sold to Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxx Xxx Xxxxx Title: Chairman and Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxxxx Xxx Title: Head of this Agreement shall Investment Banking Revere Securities LLC Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Shares: $[●] Public Offering Price per Option Shares: $[●] Underwriting Discount per Firm Shares: $[●] Underwriting Discount per Option Shares: $[●] Proceeds to Company per Firm Shares (before expenses): $[●] Proceeds to Company per Option Shares (before expenses): $[●] Pure Beauty Manufacturing Company Limited Hong Kong, S.A.R., PRC Revere Securities LLC 000 0xx Xxx – 00xx Floor New York, NY 10019 Ladies and Gentlemen: The undersigned, an officer, director, and/or holder of Ordinary Shares (the “Ordinary Shares”), or rights to acquire Ordinary Shares (the “Shares”) of Raytech Holding Limited (the “Company”), understands that you are the representative (the “Representative”) of several underwriters (collectively, the “Underwriters”), named or to be subject named in the final form of Schedule A to this the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company, which shall supersede and replace any additional or different terms providing for the public offering (the “Public Offering”) of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each securities of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only Company (the “Securities”) pursuant to sales of Products and Services a registration statement filed or to be installed at Customer Sites in Mexicofiled (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”).'

General Provisions. a. Seller This Agreement shall be construed under and Customer may in accordance with the laws of the State of Texas, and all obligations of the Participants created by this Agreement are performable in Travis County, Texas. This Agreement is entered into by the duly authorized officials of each respective governmental entity. In case any one or more of the provisions hereof concerning the funding of Network should be held to be illegal, invalid or unenforceable in any respect, the Participants agree to issue make a joint press release concerning good faith effort to renegotiate another agreement to fulfill the execution purpose and intent of this the present Agreement. Such press release shall In case any other provision hereof should be subject held to prior review and written approval by both partiesbe illegal, invalid or unenforceable in any respect, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach illegality, invalidity or failure to comply with any provision of this Agreement by the other party must be in writing and unenforceability shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of affect any other provision of this Agreement. c. If any of the provisions of , and this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid such invalid, illegal or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain provision had never been included in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute . This Agreement constitutes the entire agreement between Customer and Seller with respect to among the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party Participants hereto with respect to the subject matter hereof, and supersedes any prior understandings or written or oral agreements between the Participants with respect to the subject matter of this Agreement. Upon certification by Customer of performance acceptance No amendment, modification or alteration of the Products purchased pursuant to terms of the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated binding on any Participant unless the same is in writing, dated subsequent to the date hereof, and is duly executed by the terms and conditions of Participant against whom enforcement is sought. Each person signing this Agreement shall apply to on behalf of a Participant hereby confirms for the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative benefit of each of the partiesother Participants to this Agreement that any requisite approvals from the governing body of such Participant have been obtained, and all prerequisites to the execution, delivery and performance hereof have been obtained by or on behalf of that Participant. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only and the construction, operation and expansion of the Network as well as the rights of all of the Participants shall be governed by the laws respecting independent school districts in the State of Texas. Unless a reference to sales days includes a reference to calendar days, whenever any time period is stated in days in this Agreement days shall mean business days of Products and Services the Participant which is required to be installed at Customer Sites in Mexicoact, give notice or is receiving notice.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution Unless otherwise provided in this Agreement, any provision or term of this Agreement. Such press release Agreement may be amended or waived, only with the written consent of the Parties hereto and any such amendment / waiver shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheldbinding on the Parties. b. Any waiver by any party This Agreement may be executed in such number of any breach or failure to comply with any provision of counterparts, as required under the applicable regulations, and this Agreement by has the other party must be in writing and shall not be construed as, or constitute, same effect as if the signatures on the counterparts were on a continuing waiver of such provision, or a waiver of any other provision single copy of this Agreement. c. If Notwithstanding anything to the contrary contained in any Transaction Documents, pursuant to any guidelines / directives / notifications / Laws, the Lender may, at any time, alter or modify or delete any provisions of the provisions of this Agreement Transaction Documents, such as a change in disbursement schedule, the Interest Rate, service charges, etc., and such alteration or modification or deletion made by the Lender shall be invalid intimated / conveyed to the Borrower/s and shall be binding on the Borrower/s. d. The Borrower/s agree not to distribute or unenforceable, such invalidity disclose any information related to or unenforceability connected with the Loan to any Person. e. The Lender shall not invalidate be held responsible or render unenforceable liable in any manner, for any non-compliance by the entire AgreementBorrower/s, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionsof any Laws, and the rights and obligations of Seller and Customer shall be construed and enforced accordinglyregulations, circulars, etc. d. Except f. The Borrower/s hereby declare and confirm that the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force Borrower/s have read and effect, this Agreement, including understood all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to (including the Initial Order as if details provided in the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer Schedule) and all Products sold to Customer by Seller as in the event that any of the Effective Date Borrower/s are illiterate and/or cannot read or understand English language, such terms and conditions have been read out and explained in the language (vernacular language) which they know and understand. The Borrower/s have understood and accepted all such terms and conditions of this Agreement shall be subject to and have executed this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationAgreement evidencing the same. e. Any amendment g. The Borrower/s agree and undertake to forthwith comply with all additional conditions as may be specified in the Transaction Documents or modification of this Agreement or any Exhibit must as may be in writing and signed specified by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONLender from time to time. f. This Agreement applies only to sales 1. Effective Date (of Products and Services to be installed at Customer Sites in Mexico.'agreement): 09/25/2020 2. Place:Mumbai 3. Total Loan Amount Sanctioned – Rs. 39710

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 8, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreementregardless of (i) any investigation, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect or statement as to the subject matter hereof and supersedes all prior agreementsresults thereof, covenantsmade by or on behalf of the Underwriters, arrangementsthe officers or employees of the Underwriters, communicationsany person controlling any of the Underwriters, representations the Company, the officers or warrantiesemployees of the Company, whether oral or written, by any party or any officerperson controlling the Company, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance (ii) acceptance of the Products purchased pursuant to the Letter Agreement between Seller Offered Securities and Customer dated June 29, 1999 payment for them as contemplated hereby and (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions iii) termination of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition[Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxx Xxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and all Products sold to Customer accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxxxx Xxxxx Title: Chairman Prime Number Capital LLC 2,000,000 Number of this Agreement shall be subject Firm Shares: [●] Number of Additional Shares: [●] Number of Warrants: [ ] Warrants Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.5% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7.5% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1.0% per share (or $[●] per share) Proceeds to this AgreementCompany per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] Zhiliang (Xxx) Xxxx Xxxx Xx Xxxxx Xxxx Xxx Xxxxxxx Xxxxxx Xxxxxxxx Xx Xxxxxxxxx Logistic Inc. Logistic services 100% April 16, which shall supersede 2020 California, U.S. Armlogi Truck Dispatching LLC Truck dispatching services 100% February 26, 2021 California, U.S. Andtech Trucking LLC Trucking services 100% May 7, 2021 California, U.S. Armlogi Trucking LLC Trucking services 100% May 25, 2021 California, U.S. Andtech Customs Broker LLC Customs house brokerage services 100% June 8, 2021 California, U.S. Armlogi Group LLC Leasing services 100% October 19, 2021 California, U.S. [●], 2023 Prime Number Capital LLC, As the Representative of the Underwriters of the Company 00 Xxxxxx Xxxxx Great Neck, NY 11021 Ladies and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized Gentlemen: The undersigned understands that Prime Number Capital LLC, the representative of each the underwriters (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”), with Armlogi Holding Corp., a Nevada corporation (the “Company”), in connection to the initial public offering (the “Offering”) of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCompany’s shares of Common Stock, par value $0.00001 per share per share (the “Shares”). f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Assignment and Customer Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may agree to issue be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a joint press release concerning the execution signature page of this Agreement. Such press release Assignment and Assumption by telecopy shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party effective as delivery of any breach or failure to comply with any provision a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Reference is hereby made to the Credit Agreement by dated as of September 25, 2003 (the other party must be in writing and shall not be construed as, or constitute“Agreement”) among V.F. Corporation, a continuing waiver Pennsylvania corporation (the “Borrower”), the Lenders (as defined in the Agreement), Bank of such provisionAmerica, or a waiver of any other provision of this N. A,. as Administrative Agent for the Lenders (“Agent”) and the Documentation Agent and Syndication Agent named therein.. Capitalized terms used but not defined herein shall have the respective meanings therefor set forth in the Agreement. c. If any 1. The Borrower hereby nominates, constitutes and appoints each individual named below as an Authorized Representative for written notifications under the Loan Documents, and hereby represents and warrants that (i) set forth opposite each such individual’s name is a true and correct statement of such individual’s office (to which such individual has been duly elected or appointed), a genuine specimen signature of such individual and an address for the giving of notice, and (ii) each such individual has been duly authorized by the Borrower to act as Authorized Representative for written notifications under the Loan Documents: 2. The Borrower hereby nominates, constitutes and appoints each individual named below as an Authorized Representative for telephonic notifications under the Loan Documents, and hereby represents and warrants that (i) set forth opposite each such individual’s name is a true and correct statement of such individual’s office (to which such individual has been duly elected or appointed), a genuine specimen signature of such individual and an address for the giving of notice, and (ii) each such individual has been duly authorized by the Borrower to act as Authorized Representative for telephonic notifications under the Loan Documents: 3. Borrower hereby revokes (effective upon receipt hereof by the Agent) the prior appointment of as an Authorized Representative. By: Name: Title: By: Name: Title: To: Bank of America, N.A. , as Agent 100 Xxxxx Xxxxx Xxxxxx, 15th Floor NC1-001-15-02 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Agency Services Telephone: (000) 000-0000 Telefacsimile: (000) 000-0000 Reference is hereby made to the Credit Agreement dated as of September 25, 2003 (the “Agreement”) among V.F. Corporation (the “Borrower”), the Lenders (as defined in the Agreement), Bank of America, N. A., as Agent for the Lenders (“Agent”) and the Documentation Agent and Syndication Agent named therein. Capitalized terms used but not defined herein shall have the respective meanings therefor set forth in the Agreement. The Borrower through its Authorized Representative hereby gives notice to the Agent that Loans of the provisions of this Agreement shall type and amount set forth below be invalid made on the date indicated: Revolving Loans in Dollars: Base Rate Loan Eurodollar Rate Loan Revolving Loans in an Alternative Currency: Offshore Rate Loan (1) For any Eurodollar Rate Loan or unenforceableOffshore Rate Loan, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreementone, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionstwo, three, six, and the rights and obligations of Seller and Customer shall be construed and enforced accordinglyif available to all Lenders, nine or twelve months. d. Except (2) Must be $15,000,000 (or the Non-Disclosure Agreement dated May 19Alternative Currency Equivalent Amount thereof) or if greater an integral multiple of $1,000,000 (or the Alternative Currency Equivalent Amount thereof), 1999 which shall remain unless a Base Rate Refunding Loan. (3) At least (3) Business Days later if a Eurodollar Rate Loan or Offshore Rate Loan with a one, two, three or six month Interest Period or four (4) Business Days if a Eurodollar Rate Loan or Offshore Rate Loan with a nine or twelve month Interest Period. (4) Specify Dollars or the Alternative Currency. The Borrower hereby requests that the proceeds of Loans described in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect Borrowing Notice be made available to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations Borrower as follows: [insert transmittal instructions]. The undersigned hereby certifies that: 1. No Default or warranties, whether oral Event of Default exists either now or written, by any party or any officer, employee or representative of any party with respect after giving effect to the subject matter hereofborrowing described herein; and 2. Upon certification by Customer of performance acceptance All the representations and warranties set forth in Article VI (other than Section 6.5(c)) of the Products purchased pursuant Agreement and in the Loan Documents (other than those expressly stated to the Letter Agreement between Seller refer to a particular date) are true and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller correct as of the Effective Date date hereof except that the reference to the financial statements in Section 6.5(a) of this the Agreement shall be subject are to this Agreement, which shall supersede and replace those financial statements most recently delivered to you pursuant to Section 7.1 of the Agreement (it being understood that any additional or different terms of those Purchase Orders or other order documentationfinancial statements delivered pursuant to Section 7.1(b) have not been certified by independent public accountants). e. Any amendment 3. All conditions contained in the Agreement to the making of any Loan requested hereby have been met or modification of this Agreement or any Exhibit must be satisfied in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONfull . f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the offering contemplated by this Agreement. For elimination of doubt, nothing in this Agreement or contemplated hereby, including without limitation the immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the engagement letter between MBS and the Company, dated July 30, 2016, as amended. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 7, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Shares and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, no other person shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations acquire or warranties, whether oral have any right under or written, by any party or any officer, employee or representative virtue of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionThe term “successors and assigns” shall not include a purchaser of any of the Shares from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, FOTV MEDIA NETWORKS INC. By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and all Products sold to Customer accepted by Seller the Representative as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede date first above written. For itself and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each on behalf of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY several Underwriters listed on Schedule A hereto MONARCH BAY SECURITIES, LLC By: Name: Title: Monarch Bay Securities, LLC Network 1 Financial Securities, Inc. Price per Share to public: $8.00 Underwriters’ Commission per Share: $0.56 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (AS DEFINED BELOW) OF THE REGISTRATION STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF MONARCH BAY SECURITIES, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES AND EXCHANGE COMMISSIONISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO AUGUST [●], 2016 [THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, AUGUST [●], 2021 [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this This Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute constitutes the entire agreement between Customer and Seller with respect of the parties to the subject matter hereof this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party understandings and negotiations with respect to the subject matter hereof, including but not limited to the engagement letter between the Company and the Representative dated December 11, 2014. Upon certification This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by Customer all of performance the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 7 and the contribution provisions of Section 7 and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the several Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or employees of any Underwriter, any person controlling any Underwriter, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Products purchased pursuant to the Letter Agreement between Seller Shares and Customer dated June 29, 1999 payment for them hereunder and (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions iii) termination of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionExcept as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all outstanding Purchase Orders as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Shares from Customer any of the several Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all Products sold to Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CODE REBEL CORPORATION By: Name: Title: The foregoing Underwriter Agreement is hereby confirmed and accepted by Seller the Representative as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each date first above written. XXXXXXX SECURITIES INC. Acting as Representative of the partiesseveral Underwriters named in the attached Schedule A. By: Name: Title: Xxxxxxx Securities Inc. Total Price per Share to public: $5.00 Underwriter Fees per Share: $ Offering proceeds to the Company, before expenses: $ Closing Date: THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) XXXXXXX SECURITIES INC. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE DIRECTOR, MANAGER, OFFICER OR EMPLOYEE OF XXXXXXX SECURITIES AND EXCHANGE COMMISSIONINC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20[__] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20[__] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any 24.1 Each of the provisions of this Agreement shall be is severable and distinct from the others and, if one or more of such provisions is or becomes illegal, invalid or unenforceable, such invalidity or unenforceability the remaining provisions shall not invalidate or render unenforceable be affected in any way. In the entire Agreement, but rather the entire Agreement shall event that any provision would be construed as invalid if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance part of the Products purchased pursuant to wordings thereof were not deleted, the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement provision shall apply to the Initial Order as if the Initial Order relevant wordings were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date deleted. 24.2 The provisions of this Agreement shall be subject binding on and enure to the benefit of the successors, assigns and personal representatives (where applicable) of each party hereto provided that the Client may not assign, transfer, charge or otherwise dispose of any of the Client's rights or obligations hereunder without the prior written consent of the Company. The Company may assign all or a part only of its rights and obligations under this Agreement to any person without the prior consent or approval of the Client. 24.3 The Client hereby authorizes the Company to conduct a credit enquiry (or a personal credit enquiry in case of an individual client) or check on the Client for the purpose of ascertaining the financial situation and investment objectives of the Client. 24.4 Nothing herein contained shall place the Company under any duty to disclose to the Client any fact or thing which comes to its notice in the course of acting in any capacity for any other person or in its own capacity. 24.5 Whenever the Company deals with the Client, it will always be on the basis that only the Client is the Company's client and is acting as principal in all respects and so, if the Client acts on behalf of another person, whether or not the Client identifies him to the Company, he will not be the Company's client and the Company does not and will not have or accept in any circumstances whatsoever any responsibility towards any person on whose behalf the Client may act and the Client hereby acknowledges and agrees that the Client shall be solely responsible for settling all liabilities resulting from transactions effected pursuant to and in accordance with this Agreement in connection with or on behalf of any such person. 24.6 Whilst the Client expects the Company to keep confidential all matters relating to the Account(s), the Client hereby expressly agrees that the Company may make such disclosure of all matters relating to the Account(s) as may be required under any laws, orders, lawful requests or regulations of any relevant market, banking or governmental authority without further consent from or notification to the Client. 24.7 Time shall in all respects be of essence in the performance of all of the Client's obligations under this Agreement. 24.8 A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or future exercise of that right, power or privilege. 24.9 The Client hereby declares that he has read the English/Chinese version of this Agreement and that the contents of this Agreement have been fully explained to him by the Company in a language that the Client understands and that the Client accepts and agrees to be bound by this Agreement. 24.10 In the event of any difference in interpretation or meaning between the Chinese and English versions of this Agreement, the Client and the Company agree that the English version shall prevail. 24.11 This Agreement and all rights, obligations and liabilities shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. 24.12 The Client hereby submits to the non-exclusive jurisdiction of the courts of Hong Kong in relation to all matters arising from or in connection with this Agreement. 24.13 At the sole option of the Company and in its absolute discretion, any dispute, controversy or claim arising out of or relating to this Agreement, which or the breach, termination or invalidity thereof, shall supersede be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and replace any additional or different terms as may be amended by the rest of those Purchase Orders or other order documentation. e. this Clause. The appointing authority shall be Hong Kong International Arbitration Centre. The place of arbitration shall be in Hong Kong at Hong Kong International Arbitration Centre (HKIAC). There shall be only one arbitrator. Any amendment or modification such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of including such additions to the partiesUNCITRAL Arbitration Rules as are therein contained. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services The language to be installed at Customer Sites used in Mexicothe arbitral proceedings shall be English.'

General Provisions. a. Seller This Assignment shall be binding upon, and Customer inure to lien, encumbrance or other adverse claim, (iii) its Commitment and the outstanding balances of the benefit of, the parties hereto and their respective successors and assigns. This Assignment its Loans, without giving effect to assignments thereof that have not become effective, are as set may agree to issue be executed in any number of counterparts, which together shall constitute one instrument. forth in this Assignment and (iv) it has full power and authority, and has taken all action Delivery of an executed counterpart of a joint press release concerning the execution signature page of this Agreement. Such press release Assignment by telecopy or other necessary, to execute and deliver this Assignment and to consummate the transactions electronic transmission shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party effective as delivery of any breach or failure to comply with any provision a manually executed counterpart of this Agreement by the other party must be contemplated hereby; and (b) except as set forth in writing clause (a) above, makes no representation or Assignment. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE warranty and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller assumes no responsibility with respect to (i) any statements, warranties or PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND representations made in or in connection with the subject matter hereof and supersedes all prior agreementsCredit Agreement, covenants(ii) the execution, arrangementslegality, communicationsGOVERNED BY THE LAWS OF THE STATE OF NEW YORK. validity, representations enforceability, genuineness, sufficiency or warrantiesvalue of the Credit Agreement, whether oral or written, by any party other Loan Document or any officerother instrument or document delivered pursuant thereto, employee other than this [Remainder of page intentionally left blank] Loan Documents the financial condition of Borrower or representative any of its Subsidiaries or (iv) the performance or observance by the Borrower or any of its Subsidiaries of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order their respective obligations under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement Loan Document or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONother instrument or document furnished pursuant thereto. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 7, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, no other person shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations acquire or warranties, whether oral have any right under or written, by any party or any officer, employee or representative virtue of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionThe term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer, President, and all Products sold to Customer Director The foregoing Underwriting Agreement is hereby confirmed and accepted by Seller the Underwriters as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede date first above written. For itself and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each on behalf of the parties. several Underwriters listed on Schedule A hereto By: Name: Xxxxx Xxx Title: CEO Univest Securities, LLC [***●] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH [__] [●] Number of Firm Shares: Number of Additional Shares: Public Offering Price per one Share: $ Underwriting Discount per one Share: $ Proceeds to Company per one Share (before expenses): $ Xxxxxx X. Xxxxx Xxxxxxx Xxxxxxx Xxxxx Abou-Xxxxx, MD Xxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx BWL Investments Ltd. GB Capital Ltd. JP Bio Consulting LLC Xxxxx Abou-Xxxxx MD MBA FACS, a Professional Medical Corporation Xxxxxx Xxxx Name of Subsidiary Jurisdiction of Incorporation or Organization Elevai Research Inc. Canada THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EXCHANGE COMMISSIONEIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. 333-[__]) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN UNIVEST SECURITIES, LLC, OR BONA FIDE OFFICERS OR PARTNERS OF UNIVEST SECURITIES, LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20284. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree This Agreement constitutes the entire agreement of the parties to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the other party must be in writing and shall not be construed asOffering, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any except for those specific provisions of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable Engagement Letter between the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, Company and the rights and obligations Representative, dated as of Seller and Customer shall be construed and enforced accordingly. d. Except November 9, 2021 (the Non-Disclosure Agreement dated May 19“Engagement Letter”) that are not related to the Offering, 1999 each of which provisions shall remain in full force and effect for the term of the Engagement Letter. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, the Selling Shareholder and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, or the Selling Shareholder (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Selling Shareholder, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Title: By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. Underwriters listed on Schedule B hereto By: Name: Xxxxx Xxx Title: COO Action Holdings Limited [●] Univest Securities, LLC 1. Free Writing Prospectus, dated [ ], link as follows: [ ] Number of Firm Shares: [●] Number of Firm Resale Shares: [●] Number of Additional Firm Shares: [●] Public Offering Price per one Share: [●] Underwriting Discount per one Share: [●] Proceeds to Company per one Share (before expenses): [●] Name of Subsidiary Jurisdiction of Incorporation or Organization Nifty Holdings Limited British Virgin Islands Multi Ridge (Asia) Limited Hong Kong New Brand Cashmere Products Co., Ltd PRC [●], 20234 Univest Securities, LLC 00 Xxxxxxxxxxx Xxxxx #0000 New York, NY 10019 10152 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Univest Securities, LLC (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Majestic Ideal Holdings Ltd, a Cayman Islands company (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from the date of this Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”), not including any ordinary shares held by the undersigned that have been registered in the Registration Statement on Form F-1 (File Number [ ], which was effective on [ ], 2023 (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to: (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce; or (e) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; 4 Pricing date (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; (a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Ordinary Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Ordinary Shares or other securities to the Company in connection with the vesting or exercise of any equity awards granted pursuant to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans; (5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including all Exhibits that are attached any exercise effected by the delivery of shares of Ordinary Shares of the Company held by the undersigned; provided, that, the Ordinary Shares received upon such exercise shall remain subject to and hereby incorporated into the restrictions provided for in this Agreement; (6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall constitute the entire agreement between Customer and Seller with respect remain subject to the subject matter hereof and supersedes all prior agreementsrestrictions provided for in this Agreement; (7) the Offering; (8) transfers consented to, covenantsin writing by the Representative; (9) transactions relating to Ordinary Shares acquired in open market transactions after the completion of the Offering; provided that, arrangements, communications, representations or warranties, whether oral or written, no filing by any party under the Exchange Act or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement other public announcement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement required or shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be voluntarily made in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'connection with such transfer;

General Provisions. a. Seller 8.1 This Agreement shall come into effect from 1 January, 2013 until all parties terminated this Agreement in the written form or 79% equities in the Target Company held by Yongtai Real Estate, Yongjin Jiye, Xu Ya Liang and Customer may agree Wang Feng have been legally and effectively transferred to issue a joint press release concerning Wanchi Technology and/or the execution Designated Persons (namely, 79% equities in the Target Company have been registered under the names of Wanchi Technology and/or the Designated Persons as shown in the industrial, and commercial registry). This Agreement shall not be rescinded once came into effect. 8.2 All parties hereto shall complete the approval and registration procedures for the renewal of the operation period within 3 months before the expiry of the operation period in order to make the valid term of this Agreement subsist. 8.3 During the term of this Agreement. Such press release , neither party shall transfer part or all of the rights and obligations hereunder to any third parties without the prior written consent of the other parties, provided that Wanchi Technology shall be subject entitled to prior review transfer part or all of its rights and written approval by both parties, such approval not to be unreasonably withheldobligations hereunder. b. Any waiver by 8.4 Where any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement are invalid, illegal or unenforceable in accordance with Chinese laws, all other provisions hereof shall remain their full force. Where any provisions are determined to be invalid invalid, illegal or unenforceable, such invalidity or unenforceability all parties hereto shall not invalidate or render unenforceable conduct a negotiation in good faith and make modifications to this Agreement to achieve the entire Agreement, but rather the entire Agreement shall be construed original purposes of both parties in acceptable methods as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordinglyapproximate as possible. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force 8.5 Where relevant regulatory authorities (including but not limited to national and effect, local regulatory authorities) make any modification proposals to this Agreement, including all Exhibits that are attached both parties shall make modifications to and hereby incorporated into this Agreement, Agreement through negotiation based on this. 8.6 This Agreement shall constitute the entire agreement between Customer and Seller with respect all agreements by all parties to achieve the subject matter hereof and supersedes shall supersede all prior agreementsconsultations and negotiations conducted and agreements reached previously by all parties for this subject. 8.7 Where either party fails or delays in exercising certain rights hereunder, covenantsit shall not constitute the waiver of such rights by this party. Where such party has exercised or partly exercised certain rights, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative it shall not impede the exercising of any party with respect to such rights for a second time in the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter future. 8.8 This Agreement shall be terminated have legally binding effects over all parties hereto and the terms legal successors and conditions transferees of such party. 8.9 All parties can sign the supplementary agreements to this Agreement shall apply and its relevant matters. Any modifications and supplementations to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject conducted in the written form other than the transfer of the rights hereunder by Wanchi Technology in accordance with the provisions of Clause 8.3. The modifications and supplementations to this AgreementAgreement shall come into effect after all parties hereto properly signed. Where any modifications or supplementations to this Agreement need to obtain the approvals of any government authorities and/or handle the registration or filing procedures at any government authorities in accordance with laws, which both parties shall supersede and replace any additional obtain such approvals and/or complete such registration or different terms of those Purchase Orders or other order documentationfiling procedures. e. Any amendment or modification 8.10 This Agreement shall be in Chinese and the original copy is executed in sextuplicate. Each party shall hold one copy and each copy shall have equal legal effects. All parties can sign the photocopies of this Agreement separately. [This is the signature page of the Proxy Agreement] Beijing Wanchi Technology Company Limited* (Official seal) Legal representative (or any Exhibit must be in writing and authorized representative): Beijing Zhongjinfu Micro-financing Company Limited* (Official seal) Legal representative (or authorized representative): Yongtai Real Estate (Group) Company Limited (Official seal) Legal representative (or authorized representative): Beijing Yongjin Jiye Technology Incubator Company Limited* (Official seal) Legal representative (or authorized representative): Xu Ya Liang (Signature): Wang Feng (Signature): Attachment I In accordance with the provisions of the Proxy Agreement signed by the Company and Beijing Yongjin Jiye Technology Incubator Company Limited*, Xu Ya Liang, Wang Feng, Beijing Wanchi Technology Company Limited* and Beijing Zhongjinfu Micro-financing Company Limited* on 2013 and effective from 1 January 2013, the Company hereby issue this Power of Attorney. As a duly authorized representative of each shareholder with 20% equities of the partiesTarget Company (as defined in the Proxy Agreement and shall apply hereinafter), the Company hereby unconditionally and irrecoverably authorizes Beijing Wanchi Technology Company Limited* and any of its authorized directors, successors or liquidators (hereafter referred to as the “Representatives”) as the representatives of the Company to exercise all shareholders’ voting rights and other shareholders’ rights in the Target Company entitled to the Company in accordance with the articles of association of the Target Company and relevant laws, including but not limited to: (1) Propose to convene and participate in the shareholders meetings of the Target Company and sign the minutes and resolutions and exercise the voting right over the matters to be discussed and determined on the shareholders meetings (including but not limited to the designation, appointment or removal of the directors, supervisors and senior management of the Target Company) on behalf of the Company and sign any documents to be signed by the shareholders of the Target Company and any documents to be provided to the company registration authorities for filing on behalf of the Company; (2) Make resolutions on the disposal of the assets of the Target Company on behalf of the Company; (3) Make resolutions on the dissolution and liquidation of the Target Company on behalf of the Company and form a liquidation group and exercise the authorities of the liquidation group entitled to during the liquidation period on behalf of the Company, including but not limited to making resolutions on the disposal of the assets of the Target Company; (4) Determine to transfer or dispose the equities of the Target Company held by the Company in other forms; (5) Instruct the directors, legal representatives and other persons of the Target Company to take actions as it wishes; (6) Other shareholders’ rights stipulated by the articles of association of the Target Company or laws. The Company hereby agrees and recognizes that the Representatives shall be fully authorized to exercise rights in the above authorization scope in the manners as it deems to be appropriate. The Company commits to accept the obligations or responsibilities arising from the exercising of such rights by the Representatives. This Power of Attorney shall come into effect from 1 January 2013 and shall continue to be effective during the valid term of the Proxy Agreement. [***This page contains no text and is the signature page of the Power of Attorney] CONFIDENTIAL TREATMENT REQUESTEDYongtai Real Estate (Group) Company Limited Seal or signature: 2013 In accordance with the provisions of the Proxy Agreement signed by the Company and Yongtai Real Estate (Group) Company Limited, Xu Ya Liang, Wang Feng, Beijing Wanchi Technology Company Limited* and Beijing Zhongjinfu Micro-financing Company Limited* on 2013 and effective from 1 January, 2013, the Company hereby issue this Power of Attorney. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.As a shareholder with 20% equities of the Target Company (as defined in the Proxy Agreement and shall apply hereinafter), the Company hereby unconditionally and irrecoverably authorizes Beijing Wanchi Technology Company Limited* and any of its authorized directors, successors or liquidators (hereafter referred to as the “Representatives”) as the representatives of the Company to exercise all shareholders’ voting rights and other shareholders’ rights in the Target Company enjoyed by the Company in accordance with the articles of association of the Target Company and relevant laws, including but not limited to: f. This Agreement applies only (1) Propose to sales convene and participate in the shareholders meetings of Products the Target Company and Services sign the minutes and resolutions and exercise the voting right over the matters to be installed at Customer Sites discussed and determined on the shareholders meetings (including but not limited to the designation, appointment or removal of the directors, supervisors and senior management of the Target Company) on behalf of the Company and sign any documents to be signed by the shareholders of the Target Company and any documents to be provided to the company registration authorities for filing on behalf of the Company; (2) Make resolutions on the disposal of the assets of the Target Company on behalf of the Company; (3) Make resolutions on the dissolution and liquidation of the Target Company on behalf of the Company and form a liquidation group and exercise the authorities of the liquidation group entitled to during the liquidation period on behalf of the Company, including but not limited to making resolutions on the disposal of the assets of the Target Company; (4) Determine to transfer or dispose the equities of the Target Company held by the Company in Mexicoother forms; (5) Instruct the directors, legal representatives and other persons of the Target Company to take actions as it wishes; (6) Other shareholders’ rights stipulated by the articles of association of the Target Company or laws. The Company hereby agrees and recognizes that the Representatives shall be fully authorized to exercise rights in the above authorization scope in the manners as it deems to be appropriate. The Company commits to accept the obligations or responsibilities arising from the exercising of such rights by the Representatives. This Power of Attorney shall come into effect from 1 January 2013 and shall continue to be effective during the valid term of the Proxy Agreement. [This page contains no text and is the signature page of the Power of Attorney] Beijing Yongjin Jiye Technology Incubator Company Limited* Seal or signature: 2013 In accordance with the provisions of the Proxy Agreement that I, Yongtai Real Estate (Group) Company Limited, Beijing Yongjin Jiye Technology Incubator Company Limited*, Wang Feng, Beijing Wanchi Technology Company Limited* and Beijing Zhongjinfu Micro-financing Company Limited* signed on 2013 and effective from 1 January, 2013, I hereby issue this Power of Attorney. As a shareholder with 20% equities of the Target Company (as defined in the Proxy Agreement and shall apply hereinafter), I hereby unconditionally and irrecoverably authorize Beijing Wanchi Technology Company Limited* and any of its authorized directors, successors or liquidators (hereafter referred to as the “Representatives”) as the representatives of the Company to exercise all shareholders’ voting rights and other shareholders’ rights in the Target Company enjoyed by the Company in accordance with the articles of association of the Target Company and relevant laws, including but not limited to: (1) Propose to convene and participate in the shareholders meetings of the Target Company and sign the minutes and resolutions and exercise the voting right over the matters to be discussed and determined on the shareholders meetings (including but not limited to the designation, appointment or removal of the directors, supervisors and senior management of the Target Company) on behalf of me and sign any documents to be signed by the shareholders of the Target Company and any documents to be provided to the company registration authorities for filing on behalf of me; (2) Make resolutions on the disposal of the assets of the Target Company on behalf of the Company; (3) Make resolutions on the dissolution and liquidation of the Target Company on behalf of me and form a liquidation group and exercise the authorities of the liquidation group entitled to during the liquidation period on behalf of me, including but not limited to making resolutions on the disposal of the assets of the Target Company; (4) Determine to transfer or dispose the equities of the Target Company held by me in other forms; (5) Instruct the directors, legal representatives and other persons of the Target Company to take actions as it wishes; (6) Other shareholders’ rights stipulated by the articles of association of the Target Company or laws. I hereby agree and recognize that the Representatives shall be fully authorized to exercise rights in the above authorization scope in the manners as it deems to be appropriate. I commit to accept the obligations or responsibilities arising from the exercising of such rights by the Representatives. This Power of Attorney shall come into effect from 1 January 2013 and shall continue to be effective during the valid term of the Proxy Agreement. [This page contains no text and is the signature page of the Power of Attorney] Xu Ya Liang (Signature): 2013 In accordance with the provisions of the Proxy Agreement that I, Yongtai Real Estate (Group) Company Limited, Beijing Yongjin Jiye Technology Incubator Company Limited*, Xu Ya Liang, Beijing Wanchi Technology Company Limited* and Beijing Zhongjinfu Micro-financing Company Limited* signed on 2013 and effective from 1 January, 2013, I hereby issue this Power of Attorney. As a shareholder with 19% equities of the Target Company (as defined in the Proxy Agreement and shall apply hereinafter), I hereby unconditionally and irrecoverably authorize Beijing Wanchi Technology Company Limited* and any of its authorized directors, successors or liquidators (hereafter referred to as the “Representatives”) as the representatives of the Company to exercise all shareholders’ voting rights and other shareholders’ rights in the Target Company enjoyed by the Company in accordance with the articles of association of the Target Company and relevant laws, including but not limited to: (7) Propose to convene and participate in the shareholders meetings of the Target Company and sign the minutes and resolutions and exercise the voting right over the matters to be discussed and determined on the shareholders meetings (including but not limited to the designation, appointment or removal of the directors, supervisors and senior management of the Target Company) on behalf of me and sign any documents to be signed by the shareholders of the Target Company and any documents to be provided to the company registration authorities for filing on behalf of me; (8) Make resolutions on the disposal of the assets of the Target Company on behalf of the Company; (9) Make resolutions on the dissolution and liquidation of the Target Company on behalf of me and form a liquidation group and exercise the authorities of the liquidation group entitled to during the liquidation period on behalf of me, including but not limited to making resolutions on the disposal of the assets of the Target Company; (10) Determine to transfer or dispose the equities of the Target Company held by me in other forms; (11) Instruct the directors, legal representatives and other persons of the Target Company to take actions as it wishes; (12) Other shareholders’ rights stipulated by the articles of association of the Target Company or laws.'

General Provisions. a. Seller and Customer may agree This Agreement constitutes the entire agreement of the parties to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the other party must be in writing and shall not be construed asOffering, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any except for those specific provisions of the Engagement Letter that are not related to the Offering, each of which provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect for the term of the Engagement Letter. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, no other person shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations acquire or warranties, whether oral have any right under or written, by any party or any officer, employee or representative virtue of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionThe term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxxxx Xx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and all Products sold to Customer accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxx Xxx Title: Chief Executive Officer Univest Securities, LLC 2,250,000 AC Sunshine Securities LLC 500,000 1. Free Writing Prospectus, dated March 17, 2023, link as follows: xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1938865/000121390023020996/ea175409-fwp_topking.htm Number of this Agreement shall be subject Firm Shares: 2,750,000 Number of Additional Shares: 412,500 Public Offering Price per Firm Share: $4.00 Underwriting Discount per Firm Share: $0.28 Proceeds to this AgreementCompany per Firm Share (before expenses): $3.72 1. XXXXXX XX 2. XXX XX 3. XXXX XXX 4. XXXXXXX KEI BIU XXXXX 5. XXXXXXX WEE XXXX XXXX 6. XXXX XXXX 1. ASTRA CAPITAL LTD 2. FERN WIN TALENT HOLDING CO., which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationLTD 3. XXXXX XXX HOLDING CO., LTD e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties4. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'TIANCHENGYIHAO HOLDING LTD

General Provisions. a. Seller This Assignment shall be binding upon, and Customer inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may agree to issue be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a joint press release concerning the execution signature page of this Agreement. Such press release Assignment by telecopy shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party effective as delivery of any breach or failure to comply with any provision a manually executed counterpart of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, Assignment. This Assignment and the rights and obligations of Seller and Customer the parties under this Assignment shall be governed by, and construed and enforced accordinglyinterpreted in accordance with, the law of the State of New York. d. Except 1. I am the Non-Disclosure Agreement dated May 19chief financial officer of Grifols, 1999 which shall remain in full force S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower” and effectthe “Parent” and, this together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”). 2. In my capacity as chief financial officer, I have reviewed the terms of Section 3.01 of the Credit and Guaranty Agreement, including all Exhibits that are attached dated as of November 15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Worldwide Operations Limited, a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”), Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”), the Parent, as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and hereby incorporated into this AgreementBank of America, shall constitute N.A., as Administrative Agent (together with its permitted successors in such capacity, the entire agreement between Customer “Administrative Agent”) and Seller as Collateral Agent (together with respect its permitted successors in such capacity, the “Collateral Agent”), and the definitions and provisions contained in such Credit Agreement relating thereto, and in my opinion I have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the subject matter hereof matters referred to herein. 3. Based upon my review and supersedes all prior agreementsexamination described in paragraph 2 above, covenantsI certify, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance in my capacity as chief financial officer on behalf of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29Parent, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller that as of the Effective Date of this Agreement shall be subject to this Agreementdate hereof, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the partiesconditions precedent described in Section 3.01 of the Credit Agreement has been satisfied on the Closing Date (except as to those conditions precedent that are obligations of the Administrative Agent or the Required Lenders, including but not limited to the Administrative Agent’s or Required Lenders’ satisfaction with any document, instrument or other matter). The foregoing certifications are made and delivered as of [***] CONFIDENTIAL TREATMENT REQUESTED______], 2019. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONBy: ____________________ Name: Title: Chief Financial Officer 1. I am the chief financial officer of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower” and the “Parent”). f. This 2. Reference is made to that certain Credit and Guaranty Agreement, dated as of November 15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Worldwide Operations Limited, a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”), Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”), the Parent, as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”). 3. In my capacity as chief financial officer, I have reviewed the terms of Sections 3, 4.07, and 4.19 of the Credit Agreement applies only to sales of Products and Services the definitions and provisions contained in the Credit Agreement relating thereto, and, in my opinion in such capacity, have made, or have caused to be installed at Customer Sites made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein. 4. Based upon my review and examination described in Mexicoparagraph 3 above, I certify, solely in my capacity, that as of the date hereof, after giving effect to the consummation of the Transactions, the related financings and the other transactions contemplated by the Loan Documents, the Loan Parties and their Subsidiaries, on a consolidated basis, are Solvent. The foregoing certifications are made and delivered as of [______], 2019. By: ____________________ Name: Title: Chief Financial Officer This COUNTERPART AGREEMENT, dated [mm/dd/yy] (this “Counterpart Agreement”) is delivered pursuant to that certain Credit and Guaranty Agreement, November 15, 2019 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Worldwide Operations Limited, a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”), Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”), Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower” and the “Parent” and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”), as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning 10.1 Unless this Agreement is terminated earlier by the execution complete disbursement of the subject matter of this Agreement. Such press , the duties of Escrow Agent shall terminate December 31, 1998 (unless any party has sent notice to all other parties that a dispute exists regarding any part of the subject matter hereof) and upon such termination, the Escrow Agent is hereby directed to deliver any subscription amounts then held in escrow to the Company. 10.2 The Escrow Agent upon the first to occur of the fixed termination date set out in subsection 10.1 above, or the release of all of the subject matter pursuant to the terms of this Agreement, shall be subject to prior review and written approval by both partiesdischarged from any further obligation hereunder. 10.3 Where directions or instructions from more than one of the undersigned are required, such approval directions or instructions may be given by separate instruments of similar tenor. Any of the undersigned may act hereunder through an agent or attorney-in-fact, provided satisfactory written evidence of authority is first furnished to any party relying on such authority. 10.4 This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. The representations and warranties contained in this Agreement shall survive the execution and deliver hereof and any investigations made by any party. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms hereof. 10.5 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be unreasonably withheldan original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signature of all of the parties reflected hereon as the signatures. This Agreement may be executed via facsimile. b. 10.6 Any waiver by payment, notice, request for consent, report, or any party of any breach other communication required or failure to comply with any provision of permitted in this Agreement by the other party must agreement shall be in writing and shall not be deemed to have been given when personally delivered to the party hereunder specified against receipt therefor or when placed in the United States Postal Service, registered or certified, with return receipt requested, postage prepaid or by facsimile transmission (provided a copy is mailed by certified or registered mail, return receipt requested) and addressed as follows: American Stock Transfer and Trust Company 00 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 If to the Company: MPEL Holdings Corp. 0000 Xxxxxxx Xxxxxxxx Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxx, President Fax: (516) With copy to: Ruskin Moscou Xxxxx & Faltischek, P.C. 000 Xxx Xxxxxxx Xxxx Xxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxxxxx, Esq. Fax: (000) 000-0000 Any party may unilaterally designate a different address by giving notice of each such change in the manner specified above to the other party. 10.7 This Agreement is being made in and is intended to be construed asaccording to the internal substantive laws of the State of Delaware applicable to contracts executed, delivered and performed wholly within the State of Delaware. It shall inure to and be binding upon the parties hereto and their respective successors, receivers, personal representatives, trustees and assigns. 10.8 Words used in the singular number may include the plural and the plural may include the singular. The section headings appearing in this instrument have been inserted for convenience only and shall be given no substantive meaning or constitute, a continuing waiver of such provision, or a waiver of any other provision significance whatsoever in construing the terms and conditions of this Agreement. c. 10.9 The terms of this Agreement may be altered, amended, modified or revoked only by an instrument in writing signed by all the parties hereto and each of the Purchasers. 10.10 If any one or more of the provisions of this Agreement hereof shall for any reason be invalid held invalid, illegal or unenforceableunenforceable in any respect under applicable law, such invalidity invalidity, illegality or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire affect any other provisions hereof and this Agreement shall be construed as if not containing the particular invalid such invalid, illegal or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereofprovision had never been contained herein. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of The parties below execute this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under on this Agreement__ day of May, 1998. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'MPEL Holdings Corp.

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 8, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreementregardless of (i) any investigation, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect or statement as to the subject matter hereof and supersedes all prior agreementsresults thereof, covenantsmade by or on behalf of the Underwriters, arrangementsthe officers or employees of the Underwriters, communicationsany person controlling any of the Underwriters, representations the Company, the officers or warrantiesemployees of the Company, whether oral or written, by any party or any officerperson controlling the Company, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance (ii) acceptance of the Products purchased pursuant to the Letter Agreement between Seller Offered Securities and Customer dated June 29, 1999 payment for them as contemplated hereby and (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions iii) termination of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionIf the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Kxxx Xx kxx Xxxxx Title: CEO The foregoing Underwriting Agreement is hereby confirmed and all Products sold to Customer accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxxx Xx Title: CEO Cathay Securities, Inc. [●] [●] Number of this Agreement shall be subject Firm Shares: [●] Number of Additional Shares: [●] Number of Underwriter’s Warrants: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Additional Share: $[●] Underwriting Discount per one Share: 7.0% per Firm Share (or $[●] per share) Underwriting Discount per one Share: 7.0% per Additional Share (or $[●] per share) Non-accountable expense allowance per Firm Share: 1.0% per share (or $[●] per share) Non-accountable expense allowance per Additional Share: 1.0% per share (or $[●] per share) Proceeds to this AgreementCompany per one Firm Share (before expenses): $[●] Proceeds to Company per one Additional Share (before expenses): $[●] [●], which shall supersede 2024 Cathay Securities, Inc., As the Representative of the Underwriters of the Company 40 Xxxx Xx., Xxxxx 0000 New York, NY 10005 Ladies and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized Gentlemen: The undersigned understands that Cathay Securities, Inc., the representative of each the underwriters (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”), with PYRO AI Inc. (the “Company”), in connection to the initial public offering (the “Offering”) of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCompany’s ordinary shares, par value $0.0005 per share (the “Shares”). f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release No oral statements or prior written matter not specifically incorporated herein shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach force or failure to comply with any provision of effect. Tenant agrees that in entering into and taking this Agreement by Lease, it relies solely upon the other party must be representations and agreements contained in writing and this Lease. This Lease shall not be construed as, or constitute, modified except by a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, written agreement executed by both parties hereto. This Lease and the rights and obligations of Seller the parties hereunder shall be interpreted, construed, and Customer enforced in accordance with the laws of the State of Texas in effect from time to time, except that in interpreting and enforcing the provision relating to interest rates, the term "applicable law" shall be construed and enforced accordingly. d. Except to include the Non-Disclosure Agreement dated May 19laws of the State of Texas or the United States, 1999 which shall remain whichever is applicable. All personal pronouns used in full force and effectthis Lease, this Agreementwhether used in the masculine, including all Exhibits that are attached to and hereby incorporated into this Agreementfeminine or neuter gender, shall constitute include all other genders, and the entire agreement between Customer singular and Seller with respect to plural of such personal pronouns shall include the subject matter hereof other. Captions are included herein for convenience only and supersedes all prior agreements, covenants, arrangements, communications, representations shall not limit or warranties, whether oral amplify the provisions of this Lease. In case any one or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance more of the Products purchased provisions contained in this Lease shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Lease shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. All determinations, approvals and estimates (including but not limited to those made pursuant to Paragraphs 5 and 11) made by Landlord pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement provisions of this Lease shall be terminated conclusive while Landlord is acting in good faith which shall be presumed. Landlord may change the name of the Building at any time and may place and remove signs on the Building and the terms and conditions of this Agreement shall apply Land from time to time. Subject to the Initial Order as if limitations set forth in Paragraph 24, this Lease shall be binding upon and inure to the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as benefit of the Effective Date of this Agreement shall be subject to this Agreementparties and their respective heirs, which shall supersede legal representatives, successors and replace any additional or different terms of those Purchase Orders or other order documentationassigns. All exhibits mentioned herein and attached hereto are incorporated herein for all purposes. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller The Notes to be issued on the Closing Date shall be executed by the Issuer upon compliance with Section 3.2 and Customer may agree shall be delivered to issue a joint press release concerning the Note Administrator for authentication and thereupon the same shall be authenticated and delivered by the Note Administrator upon Issuer Request. The Issuer shall cause the following items to be delivered to the Trustee on or prior to the Closing Date: (a) an Officer’s Certificate of the Issuer (i) evidencing the authorization by Board Resolution of the execution and delivery of this Indenture, the Servicing Agreement. Such press release shall be subject to prior review , the Future Funding Agreement, the Credit Agreement and written approval by both partiesrelated documents, such approval not the execution, authentication and delivery of the Notes and the incurrence of the Class A Loans and specifying the Stated Maturity Date of each Class of Notes, the principal amount of each Class of Notes and the applicable Note Interest Rate of each Class of Notes to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by authenticated and delivered, and (ii) certifying that (A) the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any attached copy of the provisions of this Agreement shall be invalid or unenforceableBoard Resolution is a true and complete copy thereof, (B) such invalidity or unenforceability shall resolutions have not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, been rescinded and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain are in full force and effect, this Agreement, including all Exhibits that are attached to effect on and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Closing Date and (C) the officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon; (b) an opinion of this Agreement shall Cxxxxxxxxx, Wxxxxxxxxx & Txxx LLP (which opinion may be subject limited to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each the laws of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only State of New York and the federal law of the United States and may assume, among other things, the correctness of the representations and warranties made or deemed made by the owners of Notes pursuant to sales Sections 2.5(g), (h) and (i)) dated the Closing Date, as to certain matters of Products New York law and Services to be installed at Customer Sites in Mexico.'securities law matters;

General Provisions. a. Seller Subject to the other terms and Customer may agree provisions hereof, the shares subject to issue a joint press release concerning this Option shall vest annually in equal installments on March 31, 1998, 1999 and 2000. The right to exercise this Option shall expire ten years from the execution Effective Date of Grant as set forth in the upper right hand corner, except as the right to exercise this Option is otherwise qualified by the terms of the Plan or this Agreement. Such press release This Option is not transferable otherwise than by will or the laws of descent and distribution, and is exercisable during the Optionee's lifetime only by him or her. This Option is not liable for or subject to, in whole or in part, the debts, contracts, liabilities or torts of the Optionee nor shall it be subject to garnishment, attachment, execution, levy or other legal or equitable process. This Option shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of the Plan, which is a part of the Form S-8 Prospectus (the "Prospectus") covering the shares granted under this Agreement shall be invalid or unenforceableOption, such invalidity or unenforceability shall not invalidate or render unenforceable and is incorporated in its entirety by express reference herein. A copy of the entire AgreementProspectus, but rather as well as a copy of the entire Agreement shall be construed as if not Company's annual report to security holders containing the particular invalid or unenforceable provisionsinformation required by Rule 14a-3(b) under the Securities Exchange Act of 1934 for its latest fiscal year, has been provided to the Optionee by the Company, and the rights and obligations Optionee hereby acknowledges receipt of Seller and Customer same. Additional copies of these documents are available from the Company upon request. All defined terms contained herein shall be construed and enforced accordingly. d. Except have the Non-Disclosure Agreement dated May 19, 1999 which shall remain meanings provided in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect Plan except to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect extent otherwise provided herein. The Option granted hereunder shall terminate six (6) months after the date the Optionee ceases to the subject matter hereof. Upon certification by Customer of performance acceptance serve as an officer of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 Company or a Subsidiary (the "Initial OrderTermination Date"), such Letter Agreement except that in the event the termination of Optionee's services results from the Optionee's death or disability, the Option, to the extent it was exercisable on the Termination Date, shall be terminated exercisable for twelve months from the Termination Date or until the Option by its terms expires, whichever first occurs. After the Optionee's death, this Option shall be exercisable only by the executor or administrator of the Optionee's estate, or if the Optionee's estate is not in administration, by the person or persons to whom the Optionee's rights shall have passed by the Optionee's will or under the laws of descent and distribution of the terms and conditions state where the Optionee was domiciled at the date of death. The Company may suspend for a reasonable period or periods the time during which this Agreement shall apply Option may be exercised if, in the opinion of the Company, such suspension is required to enable the Company to remain in compliance with regulatory requirements relating to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as issuance of the Effective Date shares of this Agreement shall be Common Stock subject to this AgreementOption. Notwithstanding the provisions set forth herein, which shall supersede in the event of a Change in Control, then from and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each after the date of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONChange in Control, all of the Options hereunder shall vest in full and become immediately exercisable and shall remain exercisable until the option expires by its terms. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. 1. By signing the Purchase Contract the Seller agrees to deliver to the Buyer a movable item (Goods) specified individually or in quantity and Customer may agree type, and transfer the ownership of the Goods to issue a joint press release concerning the execution of this AgreementBuyer and the Buyer agrees to pay the purchase price. 2. Such press release The Purchase Contract shall be subject to prior review and written approval by both partiesin writing, such approval while respective expressions of will do not have to be unreasonably withheldmade in the same deed. The Purchase Contract usually has the form of a confirmed order. b. Any waiver by 3. The Seller shall confirm the order to the Buyer within 5 (five) working days of receipt. 4. A reply to an offer which seems to be accepting the offer, but includes any party of additions, limitations or any breach or failure to comply with any provision of this Agreement other changes, shall always be considered a new offer and requires acceptance by the other party must be in writing and shall not be construed as, Buyer. The Buyer hereby precludes the acceptation of an offer with an addition or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreementdeviation. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof5. Upon certification by Customer of performance A timely acceptance of the Products purchased pursuant proposal shall become effective in the moment when the acceptance of the proposal content reaches the proposer. A late acceptance of the proposal shall have the effect of a timely acceptance only if the proposer notifies without delay the person to whom the proposal was made in the form of fax or electronic communication. 6. The concluded Purchase Contract is the sole and complete document between the Parties in the same matter. All previous arrangements of the Parties in the same matter, whether written or oral, shall not become valid by closing of the Purchase Contract unless their further force is expressly agreed in the Purchase Contract except in accordance with Article VIII par. 5 and Article IX par. 6. 7. The subject of the Purchase Contract is only the Goods expressed specified in the Purchase Contract. 8. The Seller shall ensure that the Goods are not burdened with third party rights, which would limit or make impossible their acquisition and use by the Buyer in any way. Should the Seller use the things for the production of Goods provided by the Buyer for that purpose, this provision shall not apply to those things. 9. Individual items of the Goods shall always, especially in the order, Purchase Contract, delivery note and invoice, be designated by, among others, the Buyer's internal designation, the so-called Stock Item Number. 10. The delivery term or delivery date respectively, shall be the essential element of the Purchase Contract in addition to the Letter Agreement between Seller and Customer dated June 29, 1999 (formalities laid down by the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationCivil Code. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning the execution of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this This Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute constitutes the entire agreement between Customer and Seller with respect of the parties to the subject matter hereof this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party understandings and negotiations with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant ; provided, however, that, notwithstanding anything herein to the Letter Agreement between Seller and Customer contrary, the Engagement Agreement, dated June September 29, 1999 2021 (the "Initial Order"“Engagement Agreement”), such Letter Agreement by and between the Company and Xxxxxxxxxx, shall continue to be terminated effective and the terms therein, including, without limitation, Section A.3 with respect to any future offerings, shall continue to survive and conditions be enforceable by Xxxxxxxxxx in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of this Agreement shall apply to prevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the Initial Order same effect as if the Initial Order signatures thereto and hereto were a Purchase Order under upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. In additionEach of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 and Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. By: /s/Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and all Products sold to Customer accepted by Seller the Representative in New York, New York as of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentationdate first above written. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized representative of each of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning A. This document constitutes the execution of this Agreemententire agreement between the parties. Such press release shall be subject to prior review and written approval by both partiesAny condition, such approval provision, agreement, or understanding not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision stated in the Articles of this Agreement by the other party must be in writing and shall not be construed asaffect any rights, duties, or constitute, a continuing waiver of such provision, or a waiver of any other provision of privileges in connection with this Agreement. c. If B. The term “days” as used in this Agreement shall mean calendar days unless specified otherwise. C. The State shall have the right to access, examine, monitor, and audit all records, documents, conditions, and activities of the Provider and its subcontractor related to the TCM services provided pursuant to this Agreement. D. No covenant, condition, duty, obligation, or undertaking made a part of this Agreement shall be waived except by amendment of the Agreement by the parties herein, and forbearance or indulgence in any other form or manner by either party in any regard whatsoever shall not constitute a waiver of the covenant, condition, duty, obligation, or undertaking to be kept, performed or discharged by the party to which the same may apply; and, until performance or satisfaction of all covenants, duties, obligations, or undertakings is complete, the other party shall have the right to invoke any remedy available under this Agreement, or under law, notwithstanding such forbearance or indulgence. E. None of the provisions of this Agreement shall be invalid are or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if for the benefit of, or enforceable by, any person not containing the particular invalid or unenforceable provisions, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any a party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject to this Agreement. F. DHCS intends to avoid any real or apparent conflict of interest on the part of the Provider, which shall supersede subcontractors, or employees, officers and replace directors of the Provider or subcontractors. Thus, DHCS reserves the right to determine, at its sole discretion, whether any information, assertion or claim received from any source indicates the existence of a real or apparent conflict of interest; and, if a conflict is found to exist, to require the Provider to submit additional information or different terms a plan for resolving the conflict, subject to DHCS’ review and prior approval. 1) Conflicts of interest include, but are not limited to: a) An instance where the Provider or any of its subcontractors, or any employee, officer, or director of the Provider or any subcontractor has an interest, financial or otherwise, whereby the use or disclosure of information obtained while performing services under the contract would allow for private or personal benefit or for any purpose that is contrary to the goals and objectives of this Agreement. b) An instance where the Provider’s or any subcontractor’s employees, officers, or directors use their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those Purchase Orders with whom they have family, business or other order documentationties. e. Any amendment 2) If DHCS is or modification becomes aware of this Agreement a known or any Exhibit must suspected conflict of interest, the Provider will be in writing and signed by given an opportunity to submit additional information or to resolve the conflict. A Provider with a duly authorized representative suspected conflict of each interest will have five (5) working days from the date of notification of the partiesconflict by DHCS to provide complete information regarding the suspected conflict. [***] CONFIDENTIAL TREATMENT REQUESTEDIf a conflict of interest is determined to exist by DHCS and cannot be resolved to the satisfaction of DHCS, the conflict will be grounds for terminating the contract. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONDHCS may, at its discretion upon receipt of a written request from the Provider, authorize an extension of the timeline indicated herein. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller The Debt to be issued and/or incurred on the Closing Date shall be executed or incurred, as applicable, by the Issuer upon compliance with this Section 3.1, and Customer may agree shall, in the case of the Notes, be delivered to issue a joint press release concerning the Note Administrator for authentication and thereupon the same shall be authenticated and delivered by the Note Administrator upon Issuer Request. The Issuer shall cause the following items to be delivered to the Collateral Agent, Trustee and Loan Agent on or prior to the Closing Date (except to the extent the requirement to deliver any such item is waived by the Class A Lender in its sole discretion): (a) an Officer’s Certificate of the Issuer (i) evidencing the authorization of the execution and delivery of this Indenture and Credit Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed asexecution, or constituteauthentication, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any delivery and/or incurrence (as applicable) of the provisions Debt and specifying the Stated Maturity Date of this Agreement shall be invalid or unenforceableeach Class of Debt, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather principal amount of each Class of Debt and the entire Agreement shall be construed as if not containing Class A Loan Rate of the particular invalid or unenforceable provisionsClass A Loan, and the rights (ii) certifying that (A) such evidence has not been rescinded and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain is in full force and effecteffect on and as of the Closing Date and (B) the total Aggregate Outstanding Amount of the Class B Notes shall have been received by the Notes Investor on the Closing Date; (b) [reserved]; (c) an opinion of Skadden, this AgreementArps, Slate, Mxxxxxx & Fxxx LLP, special U.S. counsel to the Issuer and certain of its Affiliates as to corporate and enforceability matters (which opinions may be limited to the laws of the United States and to the laws of the relevant state jurisdictions, including New York and Delaware, and may assume, among other things, the correctness of certain representations and warranties made by the owners of Debt) dated the Closing Date; (d) opinions of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP and Sxxxxxx LLP, each as special counsel to the Issuer, dated the Closing Date, relating to the validity of the Grant hereunder, the perfection of the Collateral Agent’s security interest in the Collateral, and certain matters of United States law, New York law, Delaware law, Maryland law and Minnesota law; (e) an opinion of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, special counsel to the Issuer and the Guarantor, dated the Closing Date, regarding certain 1940 Act matters; (f) an opinion of Lxxxx Lord LLP, counsel to the Trustee, Collateral Agent, Note Administrator, Loan Agent and Custodian, regarding certain matters of United States law and New York law; (g) an Officer’s Certificate given on behalf of the Issuer and without personal liability, stating that the Issuer is not in Default under this Indenture and Credit Agreement and that the issuance of the Notes and the incurrence of the Class A Loan by the Issuer will not result in a breach of any of the terms, conditions or provisions of, or constitute a Default under, the Governing Documents of the Issuer, any indenture or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; that all Exhibits conditions precedent provided in this Indenture and Credit Agreement relating to the authentication and delivery of the Notes applied for by it and the incurrence of the Class A Loan by it and that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller all expenses due or accrued with respect to the subject matter hereof issuance of the Notes and supersedes all the incurrence of the Class A Loan that are required to be paid on or prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance Closing Date or relating to actions taken on or in connection with the Closing Date have been paid; (h) executed counterparts of the Products purchased pursuant Mortgage Asset Purchase Agreement, the Servicing Agreement, the Carveout Guaranty, the Account Control Agreement, the Securities Account Control Agreement and the Fee Letter; (i) [reserved]; (j) an Issuer Order directing the Note Administrator to (i) authenticate the Notes specified therein, in the amounts set forth therein and registered in the names set forth therein and (ii) deliver the authenticated Notes as directed by the Issuer; and (k) payment by the Issuer to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as Class A Lender of the Effective Date of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be Class A Loan Upfront Fee in writing and signed by a duly authorized representative of each connection with the funding of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONClass A Loan. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller 17.1 This Agreement shall bind and Customer inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that Borrower may agree not assign this Agreement or any rights hereunder without Lender's prior written consent and any prohibited assignment shall be absolutely void. No consent to issue a joint press an assignment by Lender shall release concerning Borrower or any guarantor from their obligations to Lender. Lender may assign this Agreement and its rights and duties hereunder. Lender reserves the execution of right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in Lender's rights and benefits hereunder. In connection therewith, Lender may disclose all documents and information which Lender now or hereafter may have relating to Borrower or Borrower's business. 17.2 Paragraph headings and paragraph numbers have been set forth herein for convenience only; unless the contrary is compelled by the context, everything contained in each paragraph applies equally to this entire Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheld. b. Any waiver by any party of any breach or failure to comply with any provision Unless the context of this Agreement by clearly requires otherwise, references to the other party must be plural include the singular, references to the singular include the plural, and the term 'including' is not limiting. The words 'hereof,' 'herein,' 'hereby,' 'hereunder,' and similar terms in writing this Agreement refer to this Agreement as a whole and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of to any other particular provision of this Agreement. c. If 17.3 Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Lender or Borrower, whether under any rule of construction or otherwise; on the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the provisions words used so as to fairly accomplish the purposes and intentions of all parties hereto. 17.4 Each provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable severable from every other provision of this Agreement for the entire Agreement, but rather purpose of determining the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations legal enforceability of Seller and Customer shall be construed and enforced accordinglyany specific provision. d. Except the Non-Disclosure 17.5 This Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreement, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute cannot be changed or terminated orally. This Agreement contains the entire agreement between Customer and Seller with respect to of the subject matter hereof parties hereto and supersedes all prior agreements, covenantsunderstandings, arrangementsrepresentations, communicationswarranties and negotiations, representations or warrantiesif any, whether oral or written, by any party or any officer, employee or representative of any party with respect related to the subject matter hereof. Upon certification by Customer of performance acceptance , and none of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement parties shall be terminated bound by anything not expressed in writing. 17.6 The parties intend and the terms agree that their respective rights, duties, powers, liabilities, obligations and conditions discretions shall be performed, carried out, discharged and exercised reasonably and in good faith. 17.7 Each undersigned Borrower hereby agrees that it is jointly and severally, directly, and primarily liable to Lender for payment and performance in full of all duties, obligations and liabilities under this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In additionand each other document, all outstanding Purchase Orders from Customer instrument and all Products sold to Customer agreement entered into by Seller as Borrower with or in favor of Lender in connection herewith, and that such liability is independent of the Effective Date duties, obligations and liabilities of this Agreement shall be subject to this Agreement, which shall supersede and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement Borrower or any Exhibit must be in writing and signed by a duly authorized representative of each other guarantor of the partiesIndebtedness, as applicable. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONEach reference herein to Borrower shall mean each and every Borrower party hereto, individually and collectively, jointly and severally. f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller This Agreement constitutes the entire agreement of the parties to this Agreement and Customer supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations with respect to the Offering. This Agreement may agree be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to issue a joint press release concerning benefit. The section headings herein are for the execution convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Such press release shall be subject to prior review Each of the parties hereto acknowledges that it is a sophisticated businessperson who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and written approval by both partiescontribution provisions of Section 8, such approval not to be unreasonably withheld. b. Any waiver by any party and is fully informed regarding said provisions. Each of any breach or failure to comply with any provision of this Agreement by the other party must be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, remain operative and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which shall remain in full force and effect, this Agreementregardless of (i) any investigation, including all Exhibits that are attached to and hereby incorporated into this Agreement, shall constitute the entire agreement between Customer and Seller with respect or statement as to the subject matter hereof and supersedes all prior agreementsresults thereof, covenantsmade by or on behalf of the Underwriters, arrangementsthe officers or employees of the Underwriters, communicationsany person controlling any of the Underwriters, representations the Company, the officers or warrantiesemployees of the Company, whether oral or written, by any party or any officerperson controlling the Company, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance (ii) acceptance of the Products purchased pursuant to the Letter Agreement between Seller Offered Securities and Customer dated June 29, 1999 payment for them as contemplated hereby and (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions iii) termination of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition[Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all outstanding Purchase Orders from Customer counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxx Xxxx Xxx Title: Executive Director, Chairman and all Products sold to Customer CEO The foregoing Underwriting Agreement is hereby confirmed and accepted by Seller the Underwriters as of the Effective Date date first above written. Underwriters listed on Schedule A hereto By: Name: Xxxxxxx Xxxxx Title: Chairwoman Total 2,500,000 [●] Number of this Agreement shall be subject Firm Shares: 2,500,000 Number of Additional Shares: 375,000 Public Offering Price per Firm Share: $5 Public Offering Price per Additional Share: $5 Underwriting Discount per one Share: 7% per Firm Share (or $0.35 per share) Underwriting Discount per one Share: 7% per Additional Share (or $0.35 per share) Non-accountable expense allowance per Firm Share: 1% per share (or $0.05 per share) Non-accountable expense allowance per Additional Share: 1% per share (or $0.05 per share) Proceeds to this AgreementCompany per one Firm Share (before expenses): $4.65 Proceeds to Company per one Additional Share (before expenses): $4.65 Galaxy Payroll Group Limited British Virgin Islands - Melkweg Holdings Limited Cayman Island 100% directly owned by Galaxy Payroll Group Limited Melkweg Holdings (BVI) Limited British Virgin Islands 100% directly owned by Melkweg Holdings Limited Galaxy Payroll Services Limited Hong Kong 100% directly owned by Melkweg Holdings (BVI) Limited Galaxy GEO Services Limited Hong Kong 100% directly owned by Melkweg Holdings (BVI) Limited GALAXY PAYROLL (TAIWAN) LIMITED Hong Kong 100% directly owned by Melkweg Holdings (BVI) Limited GALAXY PAYROLL (CHINA) LIMITED Hong Kong 100% directly owned by Melkweg Holdings (BVI) Limited Galaxy Recursos Humanos (Macau) Limitada Macau 98% held by Galaxy Payroll Services Limited and 2% held by Galaxy GEO Services Limited Galaxy Corporate Management Consultancy (Shenzhen) Limited People’s Republic of China 100% directly owned by GALAXY PAYROLL (CHINA) LIMITED Galaxy Human Resources Limited Taiwan 100% directly owned by GALAXY PAYROLL (TAIWAN) LIMITED [●], which shall supersede 2023 Prime Number Capital LLC, As the Representative of the Underwriters of the Company 00 Xxxxxx Xxxxx Great Neck, NY 11021 Ladies and replace any additional or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in writing and signed by a duly authorized Gentlemen: The undersigned understands that Prime Number Capital LLC, the representative of each the underwriters (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Galaxy Payroll Group Limited, a British Virgin Islands company (the “Company”), in connection to the initial public offering (the “Offering”) of the parties. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCompany’s Class A ordinary shares, par value $0.000625 per share (the “Shares”). f. This Agreement applies only to sales of Products and Services to be installed at Customer Sites in Mexico.'

General Provisions. a. Seller and Customer may agree to issue a joint press release concerning 31.1 This Lease is construed in accordance with the execution laws of this Agreement. Such press release shall be subject to prior review and written approval by both parties, such approval not to be unreasonably withheldthe State. b. Any waiver by 31.2 If Tenant is composed of more than one person or entity, then the obligations of such entities or parties are joint and several. 31.3 If any party of any breach term, condition, covenant, or failure to comply with any provision of this Agreement Lease is held by the other party must a court of competent jurisdiction to be in writing and shall not be construed asinvalid, or constitutevoid, a continuing waiver of such provision, or a waiver of any other provision of this Agreement. c. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreementremainder of the terms, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisionsconditions, covenants, and the rights and obligations of Seller and Customer shall be construed and enforced accordingly. d. Except the Non-Disclosure Agreement dated May 19, 1999 which provisions hereof shall remain in full force and effecteffect and shall in no way be affected, impaired, or invalidated. 31.4 The various headings and numbers herein and the grouping of the provisions of this AgreementLease into separate articles and sections are for the purpose of convenience only and are not be considered a part hereof. 31.5 Time is of the essence of this Lease. 31.6 Other than for Tenant’s obligations under this Lease that can be performed by the payment of money (e.g., including payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war (declared or undeclared), acts of terrorism, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of such party. 31.7 In the event either party initiates legal proceedings or retains an attorney to enforce any right or obligation under this Lease or to obtain relief for the breach of any covenant hereof, the party ultimately prevailing in such proceedings or the non-defaulting party shall be entitled to recover all Exhibits that are costs and reasonable attorneys’ fees. 31.8 This Lease, and any Exhibit or Addendum attached to and hereby incorporated into this Agreementhereto, shall constitute sets forth all the entire agreement between Customer and Seller with respect to the subject matter hereof and supersedes all prior agreementsterms, conditions, covenants, arrangementsprovisions, communicationspromises, representations or warrantiesagreements, whether and undertakings, either oral or written, by any party between the Landlord and Tenant. No subsequent alteration, amendment, change, or any officer, employee or representative of any party with respect to the subject matter hereof. Upon certification by Customer of performance acceptance of the Products purchased pursuant to the Letter Agreement between Seller and Customer dated June 29, 1999 (the "Initial Order"), such Letter Agreement shall be terminated and the terms and conditions of this Agreement shall apply to the Initial Order as if the Initial Order were a Purchase Order under this Agreement. In addition, all outstanding Purchase Orders from Customer and all Products sold to Customer by Seller as of the Effective Date of this Agreement shall be subject addition to this Agreement, which shall supersede and replace any additional Lease is binding upon Landlord or different terms of those Purchase Orders or other order documentation. e. Any amendment or modification of this Agreement or any Exhibit must be in Tenant unless reduced to writing and signed by both parties. 31.9 Subject to Article 23, the covenants herein contained shall apply to and bind the heirs, successors, executors, personal representatives, legal representatives, administrators, and assigns of all the parties hereto. 31.10 No term, condition, covenant, or provision of this Lease shall be waived except by written waiver of Landlord or Tenant, and the forbearance or indulgence by either party in any regard whatsoever shall not constitute a duly authorized representative of each waiver of the partiesterm, condition, covenant, or provision to be performed by the other party to which the same shall apply, and until complete performance by such party of such term, condition, covenant, or provision, the other party shall be entitled to invoke any remedy available under this Lease or by law despite such forbearance or indulgence. [***] CONFIDENTIAL TREATMENT REQUESTEDThe waiver by Landlord or Tenant of any breach or term, condition, covenant, or provision hereof shall apply to and be limited to the specific instance involved and shall not be deemed to apply to any other instance or to any subsequent breach of the same or any other term, condition, covenant, or provision hereof. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONAcceptance of rent by Landlord during a period in which Tenant is in default in any respect other than payment of rent shall not be deemed a waiver of the other default. Any payment made in arrears shall be credited to the oldest amount outstanding and no contrary application will waive this right. f. This Agreement applies only 31.11 The use of a singular term in this Lease shall include the plural and the use of the masculine, feminine, or neuter genders shall include all others. 31.12 Landlord’s submission of a copy of this Lease form to sales of Products and Services any person, including Tenant, shall not be deemed to be installed an offer to lease or the creation of a lease unless and until this Lease has been fully signed and delivered by Landlord. 31.13 Every term, condition, covenant, and provision of this Lease, having been negotiated in detail and at Customer Sites arm’s length by both parties, shall be construed simply according to its fair meaning and not strictly for or against Landlord or Tenant. 31.14 If the time for the performance of any obligation under this Lease expires on a Saturday, Sunday, or legal holiday, the time for performance shall be extended to the next succeeding day which is not a Saturday, Sunday, or legal holiday. 31.15 If requested by Landlord, Tenant shall execute written documentation with signatures acknowledged by a notary public, to evidence when and if Landlord or Tenant has met certain obligations under this Lease. 31.16 Within fifteen (15) days after Landlord’s request, Tenant will furnish Tenant’s most recent audited financial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those, Tenant’s internally prepared financial statements; provided, however, that Tenant shall not be required to furnish such financial statements so long as Tenant is publicly traded. 31.17 Tenant represents and warrants as follows: 1.1.1 (i) Tenant represents and warrants to, and covenants with, Landlord that neither Tenant nor any of its respective constituent owners or affiliates currently are, or shall be at any time during the Term hereof, in Mexicoviolation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”) and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “USA Patriot Act”).'