Exhibit 10.9


 


DISTRIBUTION
AGREEMENT


 


This
Distribution Agreement (this “Agreement’), dated as of 9th December, 2020 (the “Effective
Date·’), is entered into by and between Biomed Technologies Asia Pacific Holdings Limited, a company incorporated
in British Virgin Islands with limited liability whose registered office is at 30 de Castro Street, Wickhams Cay I. P.O. Box 4S 19. Road
Town, Tortola, British Virgin Islands (the “Seller’), and Impact BioMedical, lnc. a company incorporated
in the United States with limited liability whose registered address is at 200 Canal View Blvd, Suite I 04, Rochester, NY 14623 (“‘Distributor’,
and together with Seller, the “Parties”, and each. a ‘‘Party”).


 


Recitals


 


WHEREAS.
Distributor is in the business of marketing and reselling Goods (as defined below) that are similar in kind and/or quality to the Goods;


 


WHEREAS.
Seller is in the business of manufacturing and selling the Goods;


 


WHEREAS.
Distributor wishes to purchase the Goods from Seller and resell the Goods to Customers (as defined below), subject to the terms and conditions
of this Agreement; and


 


WHEREAS.
Seller wishes to sell the Goods to Distributor and its related companies and appoint Distributor and its related companies as an exclusive
distributor of the Goods under the terms and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants, terms, and conditions set out herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


ARTICLE
I


DEFINITIONS


 


Capitalized
terms used in this Agreement shall have the following meanings:


 


“Action”
means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,
citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in
equity, or otherwise.


 


“Affiliate”
of a Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by,
or is under common Control with, such Person.


 


“Agreement”
has the meaning set out in the preamble.


 


“Business
Day” means any day other than a Saturday or a Sunday, on which commercial banks are not required or authorized to close
in Dallas. Texas.


 


“Claim”
means any Action made or brought against a Person entitled to indemnification under ARTICLE XVU.


 


“Confidential/
Information” has the meaning set out in ARTICLE XIII


 


“Confirmation”
has the meaning set forth in Section 7.03.


 




    	 



     


    

 


“Control”
(and with correlative meanings, the terms · ‘Controlled by” and “under common Control
with”) means, regarding any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of another Person, whether through the ownership of voting securities, by contract, or otherwise.


 


“Customer”
means a purchaser that is (a) a reseller who purchases Goods for resale to End Users or (b) an End User.


 


“Defective’’
means not conforming to the warranties in Section 16.0 I.


 


“Delivery
Date” means the delivery date for Goods ordered hereunder that is set forth in a Purchase Order.


 


“Delivery
location” means the street address specified in the applicable Purchase Order.


 


“Disclosing
Party” has the meaning set out in Section 13.0 I.


 


“Dispute”
has the meaning set out in Section 20.15.


 


“Dispute Notice” has the meaning set out in Section
20.15.


 


“Distributor”
has the meaning set out in the preamble of this Agreement.


 


“Distributor
Contract’’ means any material contract or agreement to which Distributor is a party or to which any of its material
assets are bound.


 


“Distributor
Indemnitees” has the meaning set out in Section 17.0 I.


 


“Effective
Date” has the meaning set out in the preamble to this Agreement.


 


“Encumbrance’’
means any charge, claim, community property interest pledge, condition, equitable interest, lien (statutory or other), option,
security interest, mortgage, easement encroachment right of way, right of first refusal, or restriction of any kind, including any restriction
on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.


 


“End
User” means the final purchaser that has acquired a Good from Distributor for (a) its own and its Affiliates’ internal
use and not for resale, remarketing, or distribution or (b) incorporation into its own Goods.


 


“Excess
Goods” means Goods that, when counted together with all other Goods having the same make/model number) and received
by Distributor under the same Purchase Order, are in excess of the quantities of the Goods ordered under that Purchase Order.


 


“Force
Majeure Event” has the meaning set out in Section 20.20.


 


“Forecast’’
means regarding any month period, a good faith forecast of Distributor’s demand for each calendar month during the period,
by Goods, which approximates, as nearly as possible, based on information available at the time to Distributor, the Purchase Orders Distributor
will place in these future calendar months.


 




    	 



     


    

 


“Goods” means
those goods that are identified in Schedule I, as it may be revised pursuant to Section 6.02(b) from time to time. For
the purposes of Section 8.03 and ARTICLE IX, Goods are deemed to include Nonconforming Goods.


 


“Governmental
Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality
of the government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority. or quasi-governmental
authority (to the extent that the rules, regulations, or orders of this organization or authority have the force of Law), or any arbitrator,
court, or tribunal of competent jurisdiction.


 


‘Governmental
Order” means any order, writ, judgment, injunction, decree, stipulation, award, or determination entered by or with any
Governmental Authority.


 


“Initial
Term” has the meaning set om in Section 12.0 I.


 


“Intellectual
Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) Patents; (b)
Trademarks; (c) internet domain names, whether or not Trademarks, registered by any auU10rized private registrar or Governmental Authority,
web addresses, web pages, website, and URLs; (d) works of authorship, expressions, designs, and design registrations, whether or not
copyrightable, including copyrights and copyrightable works, software, and firmware, application programming interfaces, architecture,
files, records, schematics, data, data files, and databases and other specifications and documentation; (e) Trade Secrets; (f) semiconductor
chips, mask works and the like; and (g) all industrial and other intellectual property rights, and all rights, interests, and protections
that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case
whether registered or unregistered and including all registrations and applications for. and renewals or extensions of, these rights
or forms of protection under the Laws of any jurisdiction throughout in any part of the world.


 


“Last-Time
Buy Period” has the meaning set out in Section 6.02(a).


 


“Law”
means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, or other requirement
or rule of law of any Governmental Authority.


 


“Losses’’
has the meaning set out in Section 17.0 I.


 


 “·Nonconforming
 Goods” means any
good received by Distributor from Seller under a Purchase Order that: (a) is not a Good; (b) does not c-0nonn to the [make/model
number] listed in the applicable Purchase Order; or (c) on visual inspection, Distributor reasonably determines are otherwise Defective.


 


“Notice” has
the meaning set out in Section 20.04.


 


“Notify”
means co give Notice.


 


“Party”
bas the meaning set out in the preamble to this Agreement.


 


“Patent”
means all patents (including all reissues, Divisional, Provisionals, continuations, and continuations-in-part; re-examinations,
renewals, substitutions, and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued
indicia of invention ownership (including inventor’s certificates. petty patents. and patent utility models).


 




    	 



     


    

 


“Person”
means any individual, partnership, corporation, trust, limited liability company, unincorporated organization, association, Governmental
Authority, or any other entity.


 


‘·Personnel’
means agents, employees, or subcontractors engaged or appointed by Seller or Distributor.


 


“Post-Term
Resale Period” has the meaning set out in Section 12.06.


 


“Price”
has the meaning set out in Section 10.0 I.


 


“Purchase
Order” means Distributor’s then-current standard form purchase order.


 


“Purchase
Order Transaction Terms” means any one or more of the following terms specified by Distributor in a Purchase Order
pursuant to Section 7.02: (a) the Goods to be purchased, including [make/model number]; (b) the quantity of each of
the Goods ordered; (c) the Delivery Date; (d) the unit Price for each of the Goods to be purchased: (e) the billing address and
Seller’s wire instructions; and (f) the Delivery Location.


 


“Receiving
Party” has the meaning set out in Section 13.0 l.


 


“Renewal
Term” has the meaning set out in Section 12.02.


 


“Representatives”
means a Party’s Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors,
successors, and permitted assigns.


 


“Return
Credit” with respect to any Good means a credit to Distributor in an amount equal to the Price less any price protection
credits, but not including any early payment or prepayment discounts.


 


“Seller”
has the meaning set out in the preamble of this Agreement.


 


“Seller
Contract” means any material contract or agreement to which Se1ler is a party or to which any of its material assets are
bound.


 


“Seller’s
Intellectual Property Rights” means all Intellectual Property Rights owned by or licensed to Seller.


 


“Seller’s
Trademarks” means all Trademarks owned by or licensed to Seller.


 


“Term”
has the meaning set out in Section 12.02.


 


“Trademarks”
means all rights in and to United States and foreign trademarks, service marks, trade dress, trade names, brand names,
logos, trade dress, corporate names, and domain names and other similar designations of source, sponsorship, association or origin, together
with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations
and applications for, and renewals or extensions of, these rights and all similar or equivalent rights, or forms of protection in any
part of the world.


 


“Trade
Secrets” means all inventions, discoveries, trade secrets, business, and technical information and know-how, databases,
data collections, patent disclosures, and other confidential and proprietary information and all rights therein.


 




    	 



     


    

 


“Warranty
Period” has the meaning set out in the written warranty statement provided by Seller to End User as described in Section
16.01.


 


ARTICLE
II


DISTRIBUTOR
RIGHTS


 


Section
2.01 Exclusive Appointment. Seller hereby appoints Distributor to act as its exclusive distributor of Goods to Customers within the
countries outlined below and within the Distributors group of companies, during the Term and the Post-Term Resale Period in accordance
with the terms and conditions of this Agreement. Nothing contained herein shall restrict Distributor from having the right to obtain
or retain the rights to resell any other goods, including goods that may compete with the Goods.


 


Countries:
USA, Canada, Singapore, Malaysia, South Korea. All other countries, the Seller appoints the Distributor non-exclusive distribution.


 


Section
2.02 Subdistributors. Distributor may appoint subdistributors as it determines appropriate for the effective distribution of Goods
under this Agreement; provided that: (a) the subdistributor expressly acknowledges in writing in any subdistributor agreement
that (i) such subdistributor agreement with Distributor is subject to and subordinate in all respects to this Agreement’s terms
and conditions, and (ii) it is familiar with and will comply with all applicable terms of this Agreement; (b) Distributor shall remain
directly responsible to Seller for the due performance of all its obligations under this Agreement, including payment for all purchases
of Goods; and (c) Distributor notifies Seller in writing of the name and address of each appointed subdistributor.


 


Section
2.03 Right to Sell Competitive Goods. This Agreement does not preclude either Party from entering into an agreement with any other
Person related to the sale or distribution of other goods or products, including those that are similar to or competitive with the Goods.


 


ARTICLE
Ill


ORDER
OF PRECEDENCE


 


The
express terms and conditions contained in this Agreement and the Purchase Order Transaction Terms exclusively govern and control each
Party’s respective rights and obligations regarding the purchase and sale of the Goods, and the Parties’ agreement is expressly
limited to such terms and conditions. Notwithstanding the foregoing. if any terms and conditions contained in a Purchase Order conflict
with any terms and conditions contained in this Agreement the order of precedence shall be: (a) the Agreement; (b) the Purchase Order
Transaction Terms of the relevant Purchase Order: and (c) the remaining non-conflicting terms of the relevant Purchase Order. Without
limitation of anything contained in this ARTICLE ill, any additional, contrary, or different terms contained in any Confirmation,
invoices, or other communications, and any other attempt to modify, supersede, supplement or otherwise alter this Agreement, are deemed
rejected by Distributor and will not modify this Agreement or be binding on the Parties unless such terms have been fully approved in
a signed writing by authorized Representatives of both Parties.


 


ARTICLE
IV


DISTRIBUTOR
PERFORMANCE OBLIGATlONS


 


Section
4.01 Distributor Performance Obligations. During the term and Pose-Term Resale Period, Distributor shall:


 


(a) market, advertise, promote, and resell the Goods to Customers consistent with good business practice:


 


(b)
purchase and maintain a representative quantity of each Good sufficient for and consistent with the Distributor’s Customers·
sales needs;


 






    	 



     


    

 


(c)
provide initial technical support to Customers following purchase of Goods, subject to Seller’s obligations in Section 5.0 l
below: and


 


(d)
establish and maintain a sales and marketing organization sufficient to develop the market potential for the sale of the Goods, and independent
sales representatives, a distribution organization, and facilities sufficient to make the Goods available for shipment by Distributor
to each Customer.


 


Section
4.02 Distributor Prohibitions. Distributor shall not (a) make any false or misleading representations or warranties to any Customer regarding
Seller or the Goods: or (b) engage in any unfair, competitive, misleading, or deceptive practices regarding Seller, Seller’s Trademarks.
or the Goods.


 


ARTICLE
V


SELLER
PERFORMANCE OBLIGATIONS


 


Section
5.01 Seller Performance Obligations. During the Term and the Post-Term Resale Period. Seller shall, at no cost to Distributor:


 


(a) without limiting Distributor’s rights under Section 5.02, provide any necessary information, material, and support (including
advising on effective promotional efforts and helping to coordinate promotional activities) as Distributor may reasonably request regarding
the marketing, advertising. promotion, and sale of Goods and shat I notify Distributor promptly in the event of any material changes
in such information:


 


(b) allow Distributor to participate in its marketing, advertising, promotion, and sales programs or events, and offer Distributor the same
additional advertising credits or other promotional incentives that Seller may make available to its most favored authorized distributors
of Goods;


 


(c)
provide Distributor such marketing, advertising, promotional, sales. and technical literature and samples of Goods and/or Goods that
are not intended for resale as Distributor may reasonably consider necessary to assist with the promotion of the Goods;


 


(d) as instructed by Distributor. include Distributor’s name or Trademarks in such marketing, advertising, promotional. and sales materials
from time to time;


 


(e) subject all Goods to commercially reasonable quality control and inspection standards and all Goods sold or delivered under this Agreement
shall be subject to the warranties under ARTICLE XVI: and


 


(t)
as requested by Distributor, provide support contact information, escalation procedures, and any other support-related information to
Distributor for all Goods following Distributor’s initial technical support efforts.


 




    	 



     


    

 


Section
5.02 Cooperative Advertising. Seller shall cooperate with Distributor in advertising and promoting the Goods. Seller shall make no
marketing, advertising, pass-through, or promotional commitments to distributors or any other third party that otherwise obligate Distributor.


 


ARTICLE
VI


AGREEMENT
TO PURCHASE AND SELL THE GOODS


 


Section
6.01 Terms of the Sale. Seller shall make available and sell Goods to Distributor at the Prices and on the terms and conditions set
out in this Agreement. Distributor is not required to purchase any minimum amount or quantity of the Goods.


 


Section
6.02 Availability/Changes in Goods. Seller shall (a) provide Distributor with three (3) months· Notice before
discontinuing a Good (the period of time from the delivery of Notice through the end of the notice period, the “Last-Time
Buy Period’’) and Distributor may, at its sole discretion, return any such discontinued Goods in its inventory
in accordance with Section 8.04 or exercise its last-time buy rights under Section 6.03; and (b) notify Distributor at
least ninety (90) Business Days before the date that Seller introduces any new good/version of a Good, a new good similar to a Good
or replacement of a Good, and make such good available for resale by Distributor on or before the date it is first introduced
in the marketplace. Except as may be required under Section 6.03, Seller will not be obligated to change any Goods previously
delivered or to supply new Goods meeting earlier specifications. If any new good under Section 6.02(b) negatively affects
Distributor’s ability to sell any similar Good then in Distributor’s inventory, then Distributor can declare its
inventory of such similar Good functionally discontinued, shall so Notify Seller and shall return under Section 8.04 the
affected inventory for Return Credit for a period of ninety (90) Business Days following the date of functional discontinuation.


 


Section
6.03 Last-Time Buy. Distributor may make last-time buys during the Last-Time Buy Period of enough Goods to fulfill its then-pending
commitments to its Customers. Seller shall use commercially reasonable efforts to supply the last time buy and is in no event required
to supply any Good if Seller reasonably detentions that (a) the Good is infringing or (b) the sale would violate the Law.


 


Section
6.04 Allocation. Subject to Section 6.02. Seller shall maintain sufficient Goods inventory to permit it to till Distributor’s
orders as required herein. In the event of any shortage of Goods in Seller’s inventory. Seller shall, on order by Distributor,
ship to Distributor at least as many units of the Good as Seller ships to any other customer who has historically ordered similar quantities
of Goods, taking into account all customers· purchase histories and industries, among other things. lf any Good is subject to
limited availability at any time and Distributor has placed Purchase Orders for such Good, Seller agrees to Notify Distributor before
filling any Purchase Order for such Good, and Distributor has the right in its sole discretion and without liability or penalty, to cancel
any existing Purchase Order for such Good.


 


ARTICLE
VII


ORDER PROCEDURE


 


Section
7.01 Non-Binding Forecasts. From time to time, Distributor may, but shall not be required to provide Seller with Forecasts. The Forecasts
are for information purposes only. Any Good quantities cited in or ·pursuant to this Agreement, except for quantities cited in
a Purchase Order as firm are preliminary and non-binding only. Distributor makes no representation or warranty as to the quantity of
Goods that it will purchase, if any.


 




    	 



     


    

 


Section
7.02 Purchase Order. Distributor shall issue Purchase Orders to Seller in written form via email.


 


Section
7.03 Acceptance and Rejection of Purchase Orders. Seller shall confirm to Distributor the receipt of each Purchase Order issued hereunder
(each, a “Confirmation”) within 3 Business Days following Seller’s receipt thereof by Notice via facsimile
or email. Each Confirmation must reference Distributor’s Purchase Order number confirm acceptance of the Purchase Order or, solely
if permitted under this Section 7.03 advise Distributor of Seller’s rejection of such Purchase Order the date of acceptance
or rejection, and the basis for rejection, if applicable. If Seller fails to issue a Confirmation within the time set forth in the first
sentence of this Section 7.03, or otherwise commences performance under such Purchase Order, Seller will be deemed to have accepted
the Purchase Order. Distributor may withdraw any Purchase Order prior to Seller’s acceptance (or deemed acceptance) thereof. Seller
may only reject a Purchase Order if Seller has sent Distributor a Notice of termination under Section 12.04.


 


Section
7.04 Distributor’s Right to Terminate Purchase Orders. In addition to its rights under Section 12.03 to terminate all
effective Purchase Orders in connection with the termination of this Agreement, Distributor may, in its sole discretion, without liability
or penalty, terminate any Purchase Order with or without cause effective on 7 days from delivery of such Notice to Seller.


 


Section
7.05 Effect of Termination of Purchase Orders. If any Purchase Order is terminated under this ARTICLE VU or ARTICLE Xll,
in accordance with Distributor’s written direction, Seller shall immediately cease work and purchasing materials relating to
fulfilling the Purchase Order.


 


Section
7.06 Distributor’s Right to Request Amendments to Purchase Orders. Distributor may on Notice to Seller, request changes to
a Purchase Order. On or before the 7 Business Day after receiving the request, Seller shall Notify Distributor of all Purchase Order
Transaction Terms impacts as it shall determine in good faith. Distributor may then submit an amended purchase order including the revised
Purchase Order Transaction Terms set out in Seller’s Notice.


 


ARTICLE
VIII


SHIPMENT AND DELIVERY


 


Section
8.01 Shipment and Delivery Requirements. Seller shall assemble, pack, mark, and ship Goods strictly in the quantities, by the methods,
to the Delivery Locations, and by tile Delivery Dates, specified in th.is Agreement. Delivery times will be measured to 1.lle time that
goods are actually received at the Delivery Location. Subject to Section 20.20, time. quantity, and delivery to the Delivery Location
are of the essence under this Agreement and, if Seller does not comply with any of its delivery obligations under this Section 8.0
I. without limiting Distributor’s other rights under this Agreement or applicable Law, Distributor may, in Distributor’s
sole discretion and at Seller’s sole cost and expense, (a) approve a revised Delivery Date or (b) require expedited or premium
shipment. Unless otherwise expressly agreed to by the Parties in writing, Seller may not make partial shipments of goods to Distributor.


 


Section
8.02 Packaging and Labeling. Seller shall properly pack, mark, and ship Goods as instructed by Distributor and otherwise in accordance
with applicable Law and industry standards and shall provide Distributor with shipment documentation showing the Purchase Order
number, Seller’s identification number for the subject Goods, the quantity of pieces in shipment, the number of cartons or containers
in shipment, Seller’s name the bill of lading number and the country of origin.


 




    	 



     


    

 


Section
8.03 Acceptance of Goods. If Distributor determines, in its reasonable discretion, that Goods delivered under this Agreement are
Nonconforming Goods or Excess Goods. Distributor may, at its option (a) if such Goods are Nonconforming Goods., either (i) reject Nonconforming
Goods (including entire lots of Goods) for a refund plus any inspection, test, shipping, handling, and transportation charges paid by
Distributor or (ii) require prompt correction or replacement of such Goods on Distributor’s written instruction; (b) if such Goods
are Excess Goods, reject such Excess Goods for a refund, plus any inspection, test, shipping, handling and transportation charges paid
by Distributor; or (c) in either case, retain such Goods. In each case, the exercise by Distributor of any other rights available to
Distributor under this Agreement or pursuant to applicable Law shall not be limited. Distributor shall ship from any location, at Seller’s
expense and risk of loss, the Nonconforming Goods or Excess Goods to the nearest authorized Seller location. If Distributor exercises
its option to replace Nonconforming Goods. Seller shall, after receiving Distributor’s shipment of Nonconforming Goods, ship to
Distributor, at Seller’s expense and risk of loss, the replaced Goods to the Delivery Location in a timely manner.


 


Section
8.04 Right of Return. In addition to and without limiting its rights under Section 8.03. Distributor may return for
Return Credit, Goods purchased under this Agreement to Seller for any or no reason; provided that (a) Distributor returns the Goods
unused, undamaged, in their original. unopened packaging within sixty (60) Business Days of receipt; (b) returns are made at
Distributor’s expense and risk of loss; (c) Distributor pays Seller all applicable restocking fees up to a maximum
of$____________ and (d) Distributor provides Seller with an itemized inventory of all Goods retuned under this Section. For each
returned Good under this Section 8.04. once Seller verifies its quantity and quality, subject to Section I 0.06,
Seller shall refund the Price by Return Credit.


 


ARTICLE
IX


TITLE A D RISK OF LOSS


 


Section
9.01 Title. Title to Goods shipped under any Purchase Order passes to Distributor upon delivery of the Goods to Distributor. Title
will transfer to Distributor even if Seller has not been paid for such Goods, provided that Distributor will not be relieved of its obligation
to pay for Goods in accordance with the terms hereof.


 


Section
9.02 Risk of Loss. Notwithstanding any agreement between Distributor and Seller concerning transfer of title, risk of loss to Goods shipped
under any Purchase Order passes to Distributor upon receipt by Distributor at the Delivery Location and Seller will bear all risk of
loss or damage regarding Goods until Distributor’s receipt of such Goods in accordance with the terms hereof.


 


ARTICLEX


PRlCE
AND PAYMENT


 


Section
10.01 Price. Subject to Section 10.02. Seller shall provide goods to Distributor for the prices set forth on Schedule
2 attached hereto (“Prices”). All Prices include. and Seller is solely responsible for, all costs and
expenses relating to packing, crating, boxing, transporting, 1 loading and unloading, customs, taxes, tariffs and
duties, insurance, and any other similar financial contributions or obligations relating to the production, manufacture, sale, and
delivery of the Goods. Subject to Section I 0.02. all Prices are firm and are not subject to increase for any reason,
including changes in market conditions, increases in raw material, component labor, or overhead costs or because of labor disruptions, or fluctuations
in production volumes.


 


1
This agreement is set up for the Seller to be responsible for paying shipping/transportation fees. We have discussed I LWI
I being responsible for those fees, but it is not uncommon for Seller to pay the cost, in particular since risk of loss does not transfer
to HWH until the Goods are delivered. Consider using this language as a starting point and agreeing to pay shipping costs only
if Seller requests. 


 






    	 



     


    

 


Section
10.02 Pricing Adjustments. No later than ninety (90) days prior to the end of the Initial Term or each Renewal Term, as applicable.
Seller shall have the right, but not the obligation, to provide Distributor with an amended Schedule 2 to this Agreement that
Seller proposes to be in effect for the next year of the Term. To the extent that Seller proposes an amended Schedule 2 for any
Renewal Term, in addition to any other termination rights hereunder, Distributor shall have the right to terminate this Agreement for
any future Renewal Term by providing written notice to Seller at least sixty (60) days prior to the end of the current Initial Term or
Renewal Term, as applicable. ln the event that Distributor does not provide a termination notice in accordance with the preceding sentence,
Schedule 2 shall be deemed amended by the Parties for the longer of (a) the next year of the Term, and (b) until Seller submits
an amended Schedule 2 i11 accordance with the procedure above.


 


Section
10.03 Invoices. Subject to the provisions of Section l 0.05 with respect to Goods delivered within the first 3 months of the Initial
Term. Seller shall issue monthly invoices to Distributor for all Goods ordered in the previous month. Each invoice for Goods must set
forth in reasonable detail the amounts payable by Distributor under this Agreement and contain the following information, as applicable:
a reference to this Agreement; Purchase Order number, amendment number, and line-item number; Seller’s name; Seller’s identification
number; carrier name; ship-to address; weight of shipment; quantity of Goods shipped; number of cartons or containers in shipment; bill
of lading number; country of origin, and any other information necessary for identification and control of the Goods. Distributor reserves
the right to return and withhold payment for any invoices or related documents that are inaccurate or incorrectly submitted to Distributor.


 


Section
10.04 Invoice Disputes. Distributor shall Notify Seller of any dispute regarding an invoice within 15 Business Days from Distributor’s
receipt of such invoice. The Parties shall seek to resolve all such disputes expeditiously and in good faith in accordance with the dispute
resolution provisions set forth in Section 20.15. Notwithstanding anything to the contrary, Seller shall continue performing its
obligations under this Agreement during any such dispute.


 


Section
10.05 Payment Terms.


 


(a) Except for any amounts disputed by Distributor in good faith, and subject to the remainder of this Section I 0.05. Distributor
shall pay all invoiced amounts due to Seller within thirty (30) days following the later of (a) Distributor’s receipt of Seller’s
invoice or (b) Distributor’s receipt of applicable Goods. Payment of invoices will not be deemed acceptance of the Goods or waive
Distributor’s right to inspect, but rather such Goods will be subject to acceptance under Section 8.03. Distributor shall
make all payments in United States dollars by check, wire transfer or automated clearing house (ACH) pursuant to wire instructions provided
in advance by Seller to Distributor in writing.


 


(b)
Notwithstanding the foregoing or anything else herein to the contrary, for the first 6 months of the Initial Term, Distributor shall
within 15 Business Days of the earlier of (i) Distributors receipt of a Confirmation, or (ii) Seller’s deemed acceptance of a Purchase
Order. Distributor shall pay to Seller, by wire transfer or ACH pursuant to wire instructions provided in advance by Seller to Distributor
ill writing, a deposit equal to 50% of the purchase price of the Goods set forth on the applicable Purchase Order. Thereafter, Seller
shall submj1 an invoice to Distributor upon shipment of the Goods, and Distributor shall pay the balance of the invoiced amount, less
the deposit described above, no later than the date upon which the Goods are received by Distributor.


 




    	 



     


    

 


Section
10.06 Setoff Permitted. Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy
it has or may have, Distributor may, with thirty (30) days’ prior Notice to Seller. set off or recoup any liability it owes to
Seller against any liability for which Distributor determines in good faith Seller is liable to Distributor or its Affiliates, whether
such liability is matured or unmatured, is liquidated or unliquidated, or arises under this Agreement.


 


ARTICLE
XI


USE
OF SELLER’S NAME AND TRADEMARKS


 


For
the Term of this Agreement and for so long following the end of the Term as Distributor may have the right to sell any Goods, Seller
hereby grants Distributor a limited, non-exclusive, royalty-free license to use Seller’s Trademarks, service marks and trade names,
and Distributor and its authorized independent sales representative, sub distributors, successors, and assigns are hereby authorized
to (a) use any Trademarks. service marks and trade names of Seller in connection with advertising, promoting, or reselling the Goods,
and (b) refer to and advertise itself as the exclusive distributor of the Goods.


 


ARTICLE
XIl


TERM;
TERM.INATION


 


Section
12.01 Initial Term. The term of this Agreement commences on the Effective Date and continues for a period of ten (I0) years, unless and
until earlier terminated as provided under this Agreement or applicable Law (the “b1itial Term’’).


 


Section
12.02 Renewal Term. On expiration of the Initial Term, this Agreement automatically renews for additional successive one (I) year
terms unless and until either Party provides Notice of nonrenewal at least sixty (60) days before the end of the then-current term, or
unless and until earlier terminated as provided under this Agreement or applicable Law (each a “Renewal Term•·
and together with the Initial Term, the “Term”). If the Term is renewed for any Renewal Term(s) pursuant
to this Section, the terms and conditions of this Agreement during each such Renewal Term are the same as the terms in effect immediately
prior to such renewal, subject to any change agreed to by the Parties in accordance with Section 10.02 or Section 20.08.
If either Party provides timely Notice of its intent not to renew this Agreement, then, subject to Section 12.0l. unless earlier
terminated in accordance with its terms, this Agreement terminates on the expiration of the then-current Term.


 


Section
12.03 Distributor’s Right to Terminate the Agreement Distributor may terminate this Agreement (including all related Purchase Orders
in accordance with Section 7.04). on Notice to Seller:


 


 (a) if Seller repudiates any of its obligations under this Agreement:


 




(b)
except as otherwise specifically provided under this Section 12.03. if Seller is in material breach of any representation, warranty,
or covenant of Seller under this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by Seller
within a commercially reasonable period of time under the circumstances. in no case exceeding ten (I 0) Business Days following
Seller’s receipt of Notice of such breach;


 


(c) notwithstanding the generality of Section I 2.03(b), if Seller fails to, or threatens to fail to, timely deliver Goods conforming
to the requirements of, and otherwise in accordance with, the terms and conditions of this Agreement;


 




    	 



     


    

 


(d)
if Seller (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed
against it, a petition for voluntary or involuntary bankruptcy, or otherwise becomes subject, voluntarily or involuntarily, to any proceeding
under any domestic or foreign bankruptcy or insolvency Law, (iii) seeks reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution. composition, or other relief with respect to it or its debts, (iv) makes or sees to make a general assignment for the benefit
of its creditors, or (v) applies for or bas a receiver, trustee, custodian, or similar agent appointed by order of any court of competent
jurisdiction to take charge of or sell any material portion of its property or business:


 


(e)
in the event of a Force Majeure Event affecting Seller’s performance of this Agreement for more than 30 consecutive Business Days;
or


 


 (f) at its option, at any time, and for any reason.


 




Except
in the case of a termination in accordance with Section I 2.03C:Q. which shall be effective thirty (30) following Seller’s
receipt of such Notice, any termination under this Section 12.03 is effective on Seller’s receipt of Distributor’s
Notice of termination or any later date set out in the Notice.


 


Section
12.04 Seller’s Right to Terminate for Cause. Seller may terminate this Agreement (including all related Purchase Orders) on
Notice to Distributor:


 


(a) if Distributor is in material breach of any representation, warranty, or covenant of Distributor under this Agreement. and either the
breach cannot be cured or, if the breach can be cured, it is not cured by Distributor within a commercially reasonable period of time
(in no case exceeding ten (10) Business Days) after Distributor’s receipt of Notice of such breach.


 


(b)
if Distributor (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has
filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any
proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) seeks reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition, or other relief with respect to it or its debts, (iv) makes or seeks to make a general assignment
for the benefit of its creditors, or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order
of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.


 


Any
termination under this Section 12.04 is effective on Distributor’s receipt of Seller’s Notice of termination or any
later date set out in the Notice.


 


Section
12.05 Effect of Expiration or Termination.


 


(a) Unless Distributor directs otherwise, any termination under Section 12.03 or Section 12.04 automatically terminates all
related Purchase Orders under ARTICLE VIL


 


 (b) Upon the expiration or earlier termination of this Agreement:




 


(i) each Party shall promptly return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating,
or based on the other Party’s Confidential Information:


 




    	 



     


    

 


(ii)
each Party shall promptly permanently erase all of the other Party’s Confidential Information from its computer systems, except
for copies that are maintained as archive copies on its disaster recovery and/or information technology back-up systems, and provided
that each Party shall destroy any such copies upon the normal expiration of its backup files; and


 


(iii)
each Party shall promptly certify in writing to the other Party that it has complied with the requirements of this
clause.


 


(c) The Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other
Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination
of this Agreement. Termination of this Agreement will not constitute a waiver of any of either Party’s rights, remedies, or defenses
under this Agreement, at law, in equity, or otherwise.


 


Section
12.06 Post-Term Resale Period. On the expiration or earlier termination of this Agreement, except for termination by Seller under
Section 12.04. Distributor may. in accordance with the applicable terms and conditions of this Agreement, sell off its existing
inventories of Goods for a period of24 months following the last day of the Term (the “Post-Term Resale Period’’).


 


ARTICLE
XIll


CONFIDENTLALITY


 


Section
13.01 Scope of Confidential information. From time to time during the Term, either Party (as “Disclosing Party”)
may disclose or make available to the other Party (as ‘‘Receiving Party”) information about its
business affairs, goods and services, Forecasts, confidential information. and materials comprising or relating to Intellectual Property
Rights, Trade Secrets, third-party confidential information, and other sensitive or proprietary information; such information. as well
as the terms of this Agreement, whether orally or in written, electronic, or other form or media, and whether or not marked, designated,
or otherwise identified as “confidential” constitutes “Conjide11da/ hifomwtio11·· hereunder. Confidential
Information excludes information that, at the time of disclosure and as established by documentary evidence. (a) is or becomes
generally available to and known by the public other than as a result of, directly or indirectly, any breach of this ARTICLE XUI
by Receiving Party or any of its Representatives, (b) is or becomes available to the Receiving Party on a non-confidential basis
from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information,
(c) was known by or in the possession of Receiving Party or its Representatives before being disclosed by or on behalf of Disclosing
Party, or (d) was or is independently developed by Receiving Party without reference to or use of, in whole or in part, any of Disclosing
Party’s Confidential information.


 


Section
13.02 Protection of Confidential Information. Receiving Party shall, for a period of five (5) years from disclosure of such Confidential
Information. (a) Protect and safeguard the confidentiality of Disclosing Party’s Confidential Information with at least
the same degree of care as Receiving Party would protect its own Confidential Information, but in any event with no less than a commercially
reasonable degree of care; (b) not use Disclosing Party’s Confidential information or permit it to be accessed or used. for
any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential
Information to any Person, except (i) to Receiving Party’s Representatives who need to know the Confidential Information to assist
Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement; or (ij) pursuant
to applicable federal, state, or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction,
provided that Receiving Party shall first provide Disclosing Party with: (A) prompt Notice of such requirement so that Disclosing Party
may seek, at its sole cost and expense, a protective order, or other remedy; and (B) reasonable assistance, al Disclosing Party’s
sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Receiving Party
shall be responsible for any breach of this ARTICLE XIII caused by any of its Representatives. The provisions of this ARTICLE
XIII shall survive termination or expiration of this Agreement for any reason. On the expiration or earlier termination of this Agreement
and/or at any time during or after the Term, at Disclosing Party’s written request. Receiving Party and its Representatives shall,
under Section 12.0S(b), promptly return all Confidential Information and copies thereof that h has received under this Agreement.
In the event of any conflict between the terms and provisions of this ARTICLE XIII and those of any other provision in this Agreement,
the terms and provisions of this ARTICLE Xl11 will prevail.


 






    	 



     


    

 


ARTICLE
XIV


CERTAIN
OBLIGATIONS OF SELLER


 


Section
14.01 General Compliance With Laws Covenant Seller shall at all times materially comply with all Laws applicable to this Agreement
and its obligations under this Agreement, including Seller’s sale of the Goods. Without limiting the generality of the foregoing,
Seller shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business
relating to the sale of the Goods; and (b) not engage in any activity or transaction involving the Goods, by way of shipment, use, or
otherwise, that violates any Law.


 


Section
14.02 Seller Reports. At least quarterly, Seller shall, provide Distributor with a current statement of account, listing all invoices
outstanding and any payments made and credits given since the date of the previous statement, amounts invoiced for each Go� and
such other information as Distributor may reasonably request.


 


Section
14.03 Made in USA Certification. Seller shall not label any of its Goods as being “Made in America.” “Made in USA.”
or with similar wording unless the labelling complies with applicable Laws.


 


Section
14.04 Protection Against Supply Interruptions. Seller shall, at Seller’s sole cOS1 and expense, take such actions as are necessary
or appropriate to ensure the uninterrupted supply of Goods to Distributor for not less than 60 Business Days during any foreseeable or
anticipated event or circumstance that could interrupt or delay Seller’s performance under this Agreement, including any labor
disruption, whether or not resulting from the expiration of Seller’s labor contracts (and whether or not such occurrence constitutes
a Force Majeure Event hereunder). Seller shall Notify Distributor at least 60 Business Days before the termination or expiration of any
collective bargaining or other labor agreement that relates to Seller’s Personnel involved in the delivery of the Goods.


 


Section
14.05 Duty to Advise. Seller shall promptly Notify Distributor of any of the following events or occurrences, or any facts or circumstances
reasonably likely to give rise to any of the following events or occurrences: (a) any failure by Seller to perform any of its
obligations under this Agreement; (b) any delay in delivery of Goods; (c) any defects or quality problems relating to Goods; (d) any
change in Seller’s authorized Representatives, insurance coverage, or professional certifications; or (e) any failure by Seller,
or its subcontractors or common carriers. to comply with Law.


 




    	 



     


    

 


ARTICLE
XV


REPRESENTATIONS
AND WARRANTIBS


 


Section
15.01 Seller’s Representations and Warranties. Seller represents and warrants to Distributor that:


 


(a)
it is a corporation duly organized, validly existing, and in good standing in the jurisdiction of its formation;


 


(b) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes
of this Agreement, except where the failure to be so qualified. in the aggregate, would not reasonably be expected to adversely affect
its ability to perform its obligations under this Agreement


 


(c)
it has the full right, entity power. and authority to enter into this Agreement, to grant the rights and licenses granted under this
Agreement, and to perform its obligations under this Agreement;


 


(d) the execution of this Agreement by its Representative whose signature is set forth at the end hereof has been duly authorized by all
necessary entity action of the Parry;


 


(e)
the execution, delivery, and performance of this Agreement by Distributor will not violate, conflict with, require consent under,
or result in any breach or default under (i) any of Seller’s organizational documents. (ii) any applicable Law, or (iii) with
or without notice or lapse of time or both. the provisions of any Seller Contract;


 


(t)
when executed and delivered by each of Distributor and Seller, this Agreement will constitute the legal, valid, and binding obligation
of Seller, enforceable against Seller in accordance with its term, except as may be limited by any applicable bankruptcy, insolvency,
reorganization. moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the
effect of general principles of equity; and


 


(g)
it is in material compliance with all Laws and Seller Contracts applicable to this Agreement. the Goods and the operation of its business.


 


Section
15.02 Distributor’s Representations and Warranties. Distributor represents and warrants to Seller that:


 


(a)
it is a corporation duly organized, validly existing, and in good standing in the jurisdiction of its formation:


 


(b) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes
of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected co adversely affect
its ability to perform its obligations under this Agreement;


 


(c)
it has the full right. corporate power and authority to enter into this Agreement, to grant the rights and licenses granted under
this Agreement, and to perform its obligations under this Agreement;


 




    	 



     


    

 


(d)
the execution of this Agreement by its Representative whose signature is set forth at the end hereof has been duly authorized
by all necessary corporate action of the Party;


 


(e)
the execution, delivery, and performance of this Agreement by Distributor will not violate, conflict with. require consent under, or
result in any breach or default under (i) any of Distributor’s organizational documents, (ii) any applicable Law, or (iii) with
or without notice or lapse of time or both, the provisions of any Distributor Contract; and


 


(f)
when executed and delivered by each of Seller and Distributor, this Agreement will constitute the legal, valid, and binding obligation
of Distributor, enforceable against Distributor in accordance with its terms, except as may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium. or similar laws and equitable principles related to or affecting creditors’ rights generally.
or the effect of general principles of equity.


 


ARTICLE
XVI


PRODUCT WARRANTIES


 


Section
16.01 Product Warranties. Seller warrants to Distributor that:


 


(a) for a period of (one (1) year] from the date of initial delivery of the Good to any End User (the “Warranty Period’).
such Good is fit and safe for use consistent with and will materially conform with the specifications in Schedule 3 and
documentation provided with the Good and will be free from significant defects in material and workmanship;


 


 (b) Goods are free of defects in design;


 




(c)
no claim, lien, or action exists or is threatened against Seller that would interfere with the marketing, use, or sale of the Goods:


 


(d) no Goods, nor the manufacture, marketing, sale, and use of the Goods, nor anything in or contemplated by this Agreement, infringes on
any third-party intellectual Property Rights;


 


(e)
Distributor will receive good and valid title to the Goods, free and clear of all encumbrances and liens of any kind.


 


Distributor
may pass through to End Users all warranties granted by Seller under this Agreement.


 


Section
16.02 Remedies for Breach of Warranties. During the Warranty Period, if Goods do not comply with the warranties in this
Agreement, in addition to other remedies available at Law or in this Agreement, Seller shall, at Distributor’s discretion. (a)
repair or replace such Nonconforming Goods, or (b) render a Return Credit for such Nonconforming Goods plus any inspection, test,
and transportation charges paid by Distributor, less any applicable discounts, rebates, or credits. For such Goods, Distributor
shall ship, at Seller’s expense and risk of loss, such allegedly Nonconforming Goods to the nearest authorized Seller location
and Seller will, at Seller’s expense and risk of loss, return any repaired or replaced Good to the Delivery Location or such
other location designated by Distributor in a timely manner. If Seller fails to repair or replace Goods in a timely manner,
Distributor may do so and Seller shall reimburse Distributor for actual and reasonable expenses. Distributor may return
Nonconforming Goods from any Distributor location to the nearest authorized Seller location at Seller’s cost.


 






    	 



     


    

 


Section
16.03 Recalls. If Seller or any Governmental Authority determines that any Goods sold to Distributor are Defective and a
recall campaign is necessary. either Party may implement such recall campaign. Distributor must return Nonconforming Goods to Seller
or destroy such Goods, as determined by Seller, at Seller’s sole cost and risk. Without prejudice to
Distributor’s rights under Section 16.01 and Section 16.02. if a recall campaign is implemented. at
Distributor’s option and Seller’s sole cost, Seller shall promptly either repair or replace, or credit or refund Prices
for, all such returned Goods under the terms of Section 16.01 and Section 16.02. The foregoing will apply even if the
product warranties under Section 16.0 I or any other product warranty applicable to the Goods have expired. Distributor shall
provide reasonable assistance in such recall, provided that Seller shall pay all of Distributor’s recall- related expenses,
including handling charges per unit of Good of no less than 50% of the Good’s list price. Where applicable, Seller shall pay
all reasonable costs and expenses associated with determining whether a recall campaign is necessary.


 


ARTICLE
XVII


INDEMNIFICATION


 


Section
17.01 Seller Indemnification. Subject to the terms and conditions of this Agreement, including those set forth in Section
17.02. Seller shall indemnify, defend, and hold harmless Distributor and its Representatives (collectively, “Distributor
Indemnitees’’) against any and all losses, damages, liabilities. Deficiencies, claims, actions, judgments,
settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees,
fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers,
incurred by a Distributor Indemnitee or Customer (collectively, “Losses”), relating to, arising out or resulting
from any Claim by a Party hereto or any third party alleging:


 


(a)
breach or non-fulfillment of any representation, warranty, or covenant set forth in this Agreement by Seller or
Seller’s Personnel;


 


(b) any act or omission of Seller or its Personnel (including any negligence, recklessness or willful misconduct) in connection with the
performance of its obligations under this Agreement;


 


(c) any bodily injury, death of any Person, or damage to real or tangible personal property caused by the acts or omissions of Seller or
its Personnel; or


 


 (d) any failure by Seller or its Personnel to comply with any applicable Laws.




 


Section
17.02 Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement. Seller is not obligated
to indemnify or defend any Distributor Indemnitees against any claim (whether direct or indirect) if such claim or corresponding Losses
directly result from such Distributor Indemnitee’s or its Personnel’s:


 


(a) negligent or more culpable act or omission (including recklessness or willful misconduct); or


 


 (b) bad faith failure to comply with any of its obligations set forth in this Agreement.




 






    	 



     


    

 


Section
17.03 Seller Intellectual Property Indemnification. Subject to the terms and conditions of Section 17.04, Seller shall defend
(or at Distributor’s option cooperate in the defense of), hold harmless and indemnify Distributor Indemnitees from and against
all Losses relating to, arising out or resulting from any Claim by a Party hereto or any third party or any direct Claim against
Seller alleging that any of the Goods, or Distributor receipt or use thereof. infringes any Intellectual Property Right.


 


In
addition, if such a Claim is or is likely to be made, Seller shall. at its own expense, exercise the first of the following that is practicable:


 


(a)
obtain for Distributor and its Customers the right to continue to use and sell the Goods consistent with this Agreement:


 


(b) modify the Goods so
they are non-infringing and in compliance with this Agreement;


 


(c)
replace the Goods with non-infringing ones that comply with this Agreement: or


 


(d) al Distributor’s request, accept the cancellation and return (at Seller’s expense) of infringing Goods without Distributor
or Customers having any cancellation liability and refund to Distributor and Customers any amount paid for such infringing Goods.


 


If
the Goods, or any part of the Goods, become. or in Seller’s opinion are likely to become, subject to a Claim that qualifies
for intellectual property indemnification coverage under this Section 17.03. Seller shall. at its sole option and expense,
Notify Distributor and its Customers to cease using such Goods. Distributor shall notify Seller of third-party Claims against
Distributor and reasonably cooperate in the investigation, settlement, and defense of such Claims at Seller’s
expense.


 


Section
17.04 Exceptions to Seller’s Intellectual Property Indemnification. Notwithstanding anything to the contrary in this Agreement,
Seller is not obligated to indemnify or defend any Distributor Indemnitee against any claim (whether direct or indirect) under Section
17.03 if such claim or corresponding Losses arise out of or result from, in whole or in part, the circumstances described
in Section l7.02(a) or Section l7.02(b).


 


ARTICLE
XVIII


LIMITATION
OF LIABILITY


 


EXCEPT
FOR LIABILITY FOR INDEMNIFICATION, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL
PROPERTY RIGHTS, NEITHER PARTY NOR ITS REPRESENTATTVES IS LIABLE FOR CONSEQUENTIAL. INDIRECT, INCIDENTAL, SPECIAL. EXEMPLARY. PUNITIVE,
OR ENHANCED DAMAGES. ARISING OUT OF OR RELATING TO ANY BREACH OF THJS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN
DISCLOSED IN ADVANCE BY THE OTHER PARTY OR COULD HAVE BEEN REASONABLY FORESEEN BY A PARTY. REGARDLESS OF THE LEGAL OR EQUITABLE THEORY
(CONTRACT, TORT. OR OTHERWISE) UPO WHICH THE CLAIM IS BASED. AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL
PURPOSE.


 






    	 



     


    

 


ARTICLE
XIX


INSURANCE
OBLIGATION


 


Section
19.01 Insurance. Without limiting Seller’s indemnification obligations under this Agreement, during the Term and for a
period of two (2) years) thereafter, Seller shall, at its own expense, maintain and carry in full force and effect,
at least the following types and amounts of insurance coverage, subject to the requirements set forth in Section 19.02:


 


(a)
commercial general liability and products liability with limits no less than 1$1,000,0001 for each occurrence and IS2,000,000l in
the aggregate, including bodily injury and property damage and Goods and completed operations and advertising liability,
which policy will include contractual liability coverage
insuring the activities of Seller under this Agreement;


 


(b)
worker’s compensation with limits no less than the minimum amount required by applicable Jaw; and


 


(c) umbrella (excess) liability for the coverage in Section l9.0 I(a), with limits no less than $5,000,000.


 


Section
19.02 Insurance Contract Requirements. Seller shall ensure that all insurance policies required pursuant to Section 19.0 I (a)
are issued by insurance companies with a Best’s Rating of no less than ‘‘A’’, (b) provide that such insurance
carriers give Distributor at least 30 days’ prior Notice of cancellation or non-renewal of policy coverage, provided that, prior
to such cancellation, Seller has new insurance policies in place that meet the requirements of this ARTICLE XIX. (c) provide that
such insurance be primary insurance and any similar insurance in the name of and/or for the benefit of Seller shall be excess and non-contributory,
(d) name Distributor and Distributor’s Affiliates. including, in each case, all successors and permitted assigns. as additional
insureds, and (e) waive any right of subrogation of the insurers against Distributor or any of its Affiliates.


 


Section
19.03 Insurance Certificates. On Distributor’s request. Seller shall provide Distributor with copies of the certificates
of insurance and policy endorsements for all insurance coverage required by this ARTICLE XIX, and shall not do anything to
invalidate such insurance. This Section 19.03 shall not be construed in any manner as waiving, restricting, or
limiting the liability of either Party for any obligations imposed under this Agreement (including but not limited to, any
provisions requiring a Party hereto to indemnify, defend. and hold the other harmless under this Agreement).


 


ARTICLE.XX


MISCELLANEOUS


 


Section
20.01 Further Assurances. Upon a Party’s reasonable request, the other Party shall, at its sole cost and expense, execute and deliver
all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.


 


Section
20.02 Entire Agreement. Subject to ARTICLE 111, this Agreement, including and together with any related exhibits, schedules,
attachments, and appendices, together with the Purchase Orders, constitutes the sole and entire agreement of the Parties with respect
to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations,
and warranties, both written and oral, regarding such subject matter.


 


Section
20.03 Survival. Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of the
Parties contained herein shall survive the expiration or earlier termination of this Agreement; and (b) ARTICLE XIII, ARTICLE XVI, ARTICLE
XVII, ARTICLE XVIII, and ARTICLE XIX of this Agreement, as well as any other provision that, in order to give proper effect
to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement.


 




    	 



     


    

 


Section
20.04 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each a “Notice”,
and with the correlative meaning, “Notify”) must be in writing and addressed to the other Party at its address set forth
below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise
agreed herein, all Notices must be delivered by personal delivery, email (with confirmation of transmission), nationally recognized overnight
courier, or certified or registered mail (in each case, return receipt requested. postage prepaid). Except as otherwise provided in this
Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with
the requirements of this Section.


 


Section
20.05 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,’’ and,
“Including” are deemed to be followed by the words ·’without limitation”; (b) the word
“or” is not exclusive; (c) the words ..herein.·· ·’hereof,” “hereby;’
“hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a
comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the
context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the
sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument., or
other document means such agreement, instrument or other document as amended. supplemented, and modified from time to time to the
extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any
successor legislation thereto and any regulations promulgated thereunder. The Parties drafted this Agreement without regard to any
presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any
instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this
Agreement w the same extent as if they were set forth verbatim herein.


 


Section
20.06 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement


 


Section
20.07 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity,
illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable,
the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions
contemplated hereby be consummated as originally contemplated to the greatest extent possible.


 


Section
20.08 Amendment and Modification. No amendment to or modification of this Agreement or any Purchase Order is effective unless it
is in writing and signed by each Party.


 




    	 



     


    

 





Section
20.09 Waiver.


 


(a) No waiver under this Agreement is effective unless it is in writing and signed by the Party waiving its right.


 


(b)
Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate
as a waiver on any future occasion.


 


(c)
None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement:


 


(i) any failure or delay in exercising any right. remedy, power, or privilege or in enforcing any condition under this Agreement: or


 


 (ii) any act, omission, or course of dealing between the Parties.




 


Section
20.10 Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise
by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be
available at law, in equity, by statute. in any other agreement between the Parties, or otherwise.


 


Section
20.11 Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its
obligations under ARTICLE XIII would give rise to irreparable harm to the other Party for which monetary damages would
not be an adequate remedy, and (b) in the event of a breach or a threatened breach by such Party of any such obligations, the other
Party sha.11, in addition to any and all other rights and remedies that may be available to such Party at law, at equity, or
otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction,
specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to
post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an
adequate remedy. Each Party agrees that such Party will not oppose or otherwise challenge the appropriateness of equitable relief or
the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of
this Section 20.1 I.


 


Section
20.12 Assignment Subject to Distributor’s rights in Section 2.02, neither Party may assign any of its rights or delegate
any of its obligations under this Agreement without the other Party’s prior written consent. Any purported assignment or delegation
in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations
under this Agreement.


 


Section
20.13 Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and
their respective successors and permitted assigns.


 


Section
20.14 No Third-Party Beneficiaries.


 


(a)
Except as otherwise explicitly provided in this Agreement, subject to Section 20.14(b) this Agreement benefits solely the Parties
to this Agreement and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on
any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.


 




    	 



     


    

 


(b)
The Parties hereby designate Subsidiaries, Distributor Indemnitees, and End Users as third-party beneficiaries with the right to
enforce Section 2.02. ARTICLE XVII, Section 16.01. respectively, together with any related provision of this
Agreement.


 


Section
20.15 Dispute Resolution. Any dispute, controversy. or claim arising out of or relating to this Agreement, or the breach,
termination or invalidity hereof (each, a “Dispute”), shall be submitted for negotiation and
resolution to the legal counsel of Seller (or to such other person of equivalent or superior position designated by Seller in
a written Notice to Distributor) and the legal counsel of Distributor (or to such other person of equivalent or superior position
designated by Distributor in a written Notice to Seller), by delivery of written Notice (each, a “Dispute
Notice”) from either Party to the other Party. Such persons shall negotiate in good faith to resolve the Dispute. If
the Parties cannot resolve any Dispute within (thirty (30) days] after delivery of the applicable Dispute Notice, either Party may
tile suit in a court of competent jurisdiction in accordance with the provisions of Section 20.17 and Section 20.18
hereunder.


 


Section
20.16 Choice of Law. This Agreement including all Purchase Order documents and exhibits. schedules, attachments, and appendices attached
to this Agreement and thereto, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance
with, the Laws of the State of Texas, United States of America, without regard to the conflict of law’s provisions thereof
to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the
State of Texas. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply
to this Agreement.


 


Section
20.17  Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation.
or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all Purchase
Orders and exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all contemplated transactions,
including contract, equity, ton, fraud, and statutory claims, in any forum other than the United States District Court for the Northern
District of Texas. Dallas Division or the courts of the State of Texas sitting in Dallas. Texas, and any appellate court from any thereof.
Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action,
litigation, or proceeding only in such courts. Each Party agrees that a final judgment in any such action, litigation, or proceeding
is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.


 


Section
20.18 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING ANY
PURCHASE ORDERS OR EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, TS LTKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES AND. THEREFORE. EACH SUCH PARTY IRREVOCABLY AND UNCONDITTONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY PURCHASE ORDERS, EXHIBITS. SCHEDULES, ATTACHMENTS, OR
APPENDICES ATTACHED TO THIS AGREEMENT. OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE
OF THE OTHER PARTY HAS REPRESENTED. EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE TI-IE FOREGOING WAIYER IN
THE EVENT OF A LEGAL ACTION, (8) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAJVER VOLUNTARJLY,
AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 




    	 



     


    

 


Section
20.19 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together
are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic
transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


Section
20.20 Force Majeure. Any delay or failure of a Party to perform its obligations under this Agreement will be excused to the extent
that the delay or failure was caused directly by an event beyond such Party’s control, without such Party’s fault or negligence
and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may
include natural disasters, embargoes, explosions, riots, wars. or acts of terrorism) (each, a “Force Majeure Event”).
Seller’s financial inability to perform, changes in cost or availability of materials, components, or services, market
conditions or supplier actions or contract disputes will not excuse performance by Seller under this Section 20.20. Seller shall
give Distributor prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and
the anticipated duration of such Force Majeure Event. Seller shall use all diligent efforts to end the Force Majeure Event, ensure that
the effects of any Force Majeure Event are minimized and resume full performance under this Agreement la addition to its other rights
under this Agreement (including Section l 2.03(t)) or the Law, during any Force Majeure Event of Seller, Distributor may, at its
option:


 


(a)
purchase Goods from other sources without Liability to Seller, and require Seller to reimburse Distributor for any additional costs to
Distributor of obtaining the substitute Goods compared to the Prices for such Goods under this Agreement; or


 


(b)
require Seller to provide Goods from other sources in quantities and at a time requested by Distributor and at the Prices for the Goods
hereunder.


 


If
requested by Distributor, Seller shall, within three (3) Business Days of such request, provide adequate assurances that a Force Majeure
Event will not exceed sixty (60) Business Days. The rights granted to Sell.er with respect to excused delays under this Section 20.20
are intended to limit Seller’s rights under theories of force majeure, commercial impracticability, impracticability or impossibility
of performance, or failure of presupposed conditions or otherwise, including any rights arising under Section 2-615 or 2-616 of the Texas
Uniform Commercial Code.


 


Section
20.21 No Franchise or Business Opportunity Agreement The Parties are independent contractors and nothing in this Agreement shall
be deemed or constructed as creating a joint venture, employment, partnership, agency relationship, business opportunity, or franchise
between Seller and Distributor, Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create
an obligation, express or implied, on behalf of the other Party. Each Party assumes responsibility for the actions of its personnel under
this Agreement and will be solely responsible for their supervision, daily direction, and control, wage rates, withholding income taxes,
disability benefits, or the manner and means through which the work under this Agreement will be accomplished. Except as provided otherwise
in this Agreement, Distributor has the sole discretion to insurance Distributor’s methods of operation, Distributor’s accounting
practices, the types and amounts of insurance Distributor carries. Distributor’s personnel practices, Distributor’s advertising
and promotion. Distributor’s customers, and Distributor’s pricing, service areas and methods. The relationship created hereby
between the Parties is solely that of supplier and distributor. If any provision of this Agreement is deemed to create a franchise or
business opportunity relationship between the Parties, then the Parties shall negotiate in good faith to modify this Agreement so as
to effect the Parties’ original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated
hereby be consummated as a distribution agreement and not a franchise or business opportunity agreement





 


[SIGNATURE
PAGE FOLLOWS]


 






    	 



     


    

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
 





	 	DISTRIBUTOR:
	 	 	 
	 	Impact
    BioMedical, Inc.
	 	 	 
	 	By:	/s/
    Chan Heng Fai
	 	Name:	Chan
    Heng Fai
	 	Title:	Chairman
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	SELLER:
	 	 	 
	 	BioMed
    Technologies Holdings Limited
	 	 	 
	 	By:	/s/
    Tsang Chi Hin, Vincent
	 	Name:	Tsang
    Chi Hin, Vincent
	 	Title:	Chief
    Executive Officer


 







    	 



     


    

 


SCHEDULE
I


LIST OF GOODS


 


BioMed
Gut Health Products


 





	Product	 	Product
    Picture	 	Barcode	 	Product
    description
	 	 	 	 	 	 	 
	PGut
    Premium Probiotics	 	 	 		 	60
    plant capsules/bottle (20 billion CFU/capsule) - 8 selected acid-resistant active Probiotics and triple Prebiotics (Inulin, FOS,
    and GOS) for alleviating constipation and diarrhea, improving gut health and immune system
	 	 	 	 	 	 	 
	PGut
    Allergy Probiotics	 	 	 		 	60
    plant capsules/bottle (10 billion CFU/capsule) - 6 selected acid-resistant active Probiotics and triple Prebiotics (Inulin, FOS,
    and GOS), Suitable for who are suffering from Allergy and Eczema
	 	 	 	 	 	 	 
	PGut
    SupremeSlim Probiotics	 	 	 	
	 	60
    plant capsules/bottle (12.3 billion CFU/capsule) - 11selected acid-resistant Probiotics and triple Prebiotics (Inulin, FOS, and GOS)
    for who are concerned about Central Obesity and for boosting metabolism and eliminating body toxin
	 	 	 	 	 	 	 
	
    PGut
    GI Immune Support Probiotics
	 	 	 	 	 	30
    sachets/box (12.3 billion CFU/sachet) - 11selected acid-resistant Probiotics and triple Prebiotics (Inulin, FOS, and GOS), for gut
    microbiota balance and alleviating gut symptoms.
	 	 	 	 	 	 	 
	
    PGut
    Skin Immune Support Probiotics
	 	 	 	 	 	30
    sachets/box (10 billion CFU/sachet) - 7selected acid-resistant Probiotics and triple Prebiotics (Inulin, FOS, and GOS), for optimizing
    skin health (Alleviates skin inflammation) and modulating immune system.
	 	 	 	 	 	 	 
	
    PGut
    Kids Allergy Probiotics
	 	 	 		 	30
    sachets/box (15 billion CFU/sachet) - 6 types of highly effective acid-resistant probiotics for improving Allergy and Eczema conditions
    from gut of kids
	 	 	 	 	 	 	 
	
    PGut
    Baby Probiotics
	 	 	 		 	30
    bags/box (4.5 billion CFU/bag)-5 types of highly effective acid-resistant probiotics, suitable for the development of healthy intestines
    during baby’s “golden 1000 days”


 




    	 



     


    

 


SCHEDULE 2


PRICES


 








	
    Product
	 	
     

    Product Picture
		
    Barcode
	 	
     

    Product description
	 	SRP
	 	 	 	 	 	 	 	 	 
	PGut Premium Probiotics	 	 	 	 	 	60 plant capsules/bottle (20 billion CFU/capsule) - 8 selected acid-resistant active Probiotics and triple Prebiotics (Inulin, FOS, and GOS) for alleviating constipation and diarrhea, improving gut health and immune system	 	HK$380/bottle
	 	 	 	 	 	 	 	 	 
	PGut Allergy Probiotics	 	 	 	 	 	60 plant capsules/bottle (10 billion CFU/capsule) - 6 selected acid-resistant active Probiotics and triple Prebiotics (Inulin, FOS, and GOS), Suitable for who are suffering from Allergy and Eczema	 	HK$380/bottle
	 	 	 	 	 	 	 	 	 
	PGut SupremeSlim Probiotics	 	 	 		 	60 plant capsules/bottle (12.3 billion CFU/capsule) - 11selected acid-resistant Probiotics and triple Prebiotics (Inulin, FOS, and GOS) for who are concerned about Central Obesity and for boosting metabolism and eliminating body toxin	 	HK$380/bottle
	 	 	 	 	 	 	 	 	 
	
    
    PGut GI Immune Support Probiotics
	 	 	 	 	 	30 sachets/box (12.3 billion CFU/sachet) - 11selected acid-resistant Probiotics and triple Prebiotics (Inulin, FOS, and GOS), for gut microbiota balance and alleviating gut symptoms.	 	HK$320/box
	 	 	 	 	 	 	 	 	 
	
    PGut Skin Immune Support Probiotics
	 	 	 	 	 	30 sachets/box (10 billion CFU/sachet) - 7selected acid-resistant Probiotics and triple Prebiotics (Inulin, FOS, and GOS), for optimizing skin health (Alleviates skin inflammation) and modulating immune system.	 	HK$320/box
	 	 	 	 	 	 	 	 	 
	
    PGut Kids Allergy Probiotics
	 	 	 	 	 	30 sachets/box (15 billion CFU/sachet) - 6 types of highly effective acid-resistant probiotics for improving Allergy and Eczema conditions from gut of kids	 	HK$280/box
	 	 	 	 	 	 	 	 	 
	
    PGut Baby Probiotics
	 	 	 	 	 	30 bags/box (4.5 billion CFU/bag)-5 types of highly effective acid-resistant probiotics, suitable for the development of healthy intestines during baby’s “golden 1000 days”	 	HK$280/box


 


	Pricing term	 Subject to the negotiation according to different market
situation of individual territory




 







    	 



     


    

 


SCHEDULE
3 


SPECIFICATIONS


 


Product
shall match in accordance with the authorized product formula and confirmed by a Certificate of


Analysis after each production run.


 


Product
will be packaged according to the approved label and packaging specification.


 


List
of Certificate of Analysis (please refer to attachment)


 


	PGut	Premium
Probiotics PGut
	 	SupremeSlim Probiotics
	PGut	Allergy Probiotics
	PGut	 GI Immune Support
Probiotics
	PGut	Skin Immune Support Probiotics
	PGut	Kids Allergy
Probiotics
	PGut	Baby
Probiotics




 


 





 


 






    	 



     


    

 





 






    	 



     


    

 













 






    	 



     


    

 





 






    	 



     


    

 





 






    	 



     


    

 


 


 






    	 



     


    

 





 






    	 



     


    

 





 


No.
402, Sec 2, Jinling Rd, Pingzhen Dist, Taoyuan City 324, Taiwan