NON-EXCLUSIVE DISTRIBUTOR AGREEMENT

THIS DISTRIBUTOR AGREEMENT (the “Agreement”) is made this ___ day of

_________, 2019 by and between Mobile Pixels, Inc., with its principal office located at 5288
Rivergrade Road, Irwindale, CA 91706 (the “Company”), and _______ (the “Distributor”),with
its principal office located at _______________________________________________.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the

parties agree as follows:

1. Definitions. As used herein, the following terms shall have the meanings set forth below:

A. “Products” shall mean the following Company products to be sold by Distributor

referred to in Schedule “A” incorporated herein.

B. “Territory” shall mean the country of Kingdom of Saudi Arabia, which is the
geographic area that is subject to the provisions of this Agreement.

C. “Other Terms and Conditions” shall mean the all terms, conditions, limitations, and
modifications as described in Schedule “B” incorporated herein.

2. Appointment. Company hereby appoints Distributor to serve as an authorized distributor for

the Products in the Territory, and Distributor accepts such appointment to sell the Products as an
distributor of Company. Distributor’s sole authority shall be to solicit orders for the Products in
the Territory in accordance with the terms of this Agreement. Company retains the right to appoint
other distributors for other Products and to continue to sell its other Products through existing
authorized distributors.

3. Term. This Agreement shall commence on the date first written above and shall remain in full
force and effect for a period of one (1) year, and shall be automatically renewed for additional
consecutive one-year periods (collectively, the “Term”) unless either party provides written notice
of termination to the other no less than sixty (60) days prior to the end of the then-existing term.

4. Company Obligations. Company’s duties to Distributor are limited and are specified as follows:

A. Company will use its best efforts to promptly fill Distributor’s proper and timely
orders for Products. Company shall immediately notify Distributor of any known or anticipated
delays in filling new or previously entered orders and the estimated duration of any delays so that
Distributor may fairly notify existing or potential customers of such delays. Under no
circumstances shall Company be responsible to Distributor or anyone else for its failure to fill
accepted orders, or for its delays in filling accepted orders, when such failure or delay is due to
strike, accident, acts of nature, freight embargo, war, civil disturbance, or any cause beyond
Company’s reasonable control.

B. All Products sold will be shipped with the shipping terms of FOB Los Angeles,
unless specified otherwise in writing by Company.

1
 C. Company will make available the services of a Company sales representative by
telephone to provide Product information, merchandising and general sales support.

D. Company will provide Distributor with Product information, literature and sales
materials to aid Distributor in the introduction and sale of Products.

5. Distributor’s Obligations. Distributor hereby undertakes the following duties to Company:

A. Distributor agrees to use its best efforts, and its existing and prospective distribution
networks, to aggressively and diligently promote the sale of the Products in the Territory and to
service the customers of Company in a manner consistent with good sales practices and customer
relations. Distributor shall perform all duties and obligations pursuant to the terms of this
Agreement in a manner that promotes the goodwill of the Company in the Territory. Distributor’s
obligations shall include, but not be limited to, preparing promotional materials in appropriate
languages for the Territory, advertising the Products in trade publications within the Territory, and
participating in trade shows.

B. Distributor will not allow any of its agents or employees to misrepresent, directly
or by omission, the composition, qualities or characteristics of the Products. Neither Distributor
nor its representatives will disparage the Products or cast the Products in an unfavorable light
during the term of this Agreement or at any time thereafter.

C. Distributor will purchase a minimum amount of Products, net of discounts and

returns, during the Term of this Agreement as set forth in Schedule B attached hereto, as amended
from time to time. Every ninety (90) days Company and Distributor agree to review Distributor’s
performance in reaching its minimum purchase requirements and other obligations under this
Agreement. Company may, in its sole discretion, terminate the minimum purchase obligation
should Distributor’s quarterly results indicate that the minimums will not be purchased.

D. Distributor will maintain an adequate inventory of Products so that Distributor can

service the reasonably anticipated needs of its customers from stock.

E. Distributor will hold in confidence, and not disclose to others, Company processes,
components, methods, pricing information, marketing plans, promotional programs and other
confidential, proprietary or trade secret information relating to the Products or otherwise used or
owned by the Company.

F. Distributor will adequately communicate to all customers and potential end users:
(i) any safety advisories and warnings as Company or any governmental authority deems
necessary; and (ii) the expected useful and safe life of the Products it has sold or conveyed to
ensure the Products are utilized in a manner that is safe and consistent with their intended purpose.

G. Distributor will: (i) notify Company in writing of any claim or proceeding involving
the Company or the Products within ten (10) days after Distributor learns of such claim or
proceeding and (ii) report promptly to Company all claimed or suspected Product defects; and

H. Distributor shall maintain complete and accurate written records describing all sales
of the Products by Distributor, and Distributor will maintain, for at least five (5) years after
2
termination of this Agreement, its records, contracts and accounts relating to distribution of the
Products, and will permit examination thereof by authorized representatives of Company at all
reasonable times.

I. Distributor shall be responsible for and pay all costs of conducting Distributor’s
business activities.

J. Distributor agrees to abide by and comply with all sales policies and operating
procedures of Company, provided they do not conflict with governmental regulations. This shall
specifically require compliance with Company’s written Code of Conduct, including but not
limited to the obligation for strict compliance with the FCPA and related anti-kickback and anti-
bribery regulations and requirements, a copy of such Code of Conduct to be provided to
Distributor.

6. Conflict of Interest. Distributor warrants to Company that it does not currently represent or
promote any lines or products that compete with the Products. Distributor agrees not to represent,
promote or sell other products within the Territory, which are deemed to be competitive with the
Company's Products unless agreed to by the Company by written notice.

7. Independent Contractor. Company and Distributor expressly acknowledge and agree that
Distributor is an independent contractor, and that except as otherwise stated herein Company shall
have no right to control or direct the manner in which Distributor performs its obligations and
duties hereunder. Distributor shall not have the right or authority to create any obligation, liability
or contract of any kind on behalf of Company. Distributor shall be responsible for paying all
income taxes and other taxes charged to Distributor on amounts earned hereunder, and Company
shall have no liability therefor. Neither party shall have any authority to bind the other party in any
manner, nor shall either party be liable in any manner for the debts and liabilities of the other party.
This Agreement shall not be construed to create any partnership, limited partnership, joint venture,
association, agency or other similar business enterprise, organization or relationship between
Company and Distributor, or between Company and Distributor’s employees. The Distributor
also agrees that the Distributor shall not be deemed to be a principal or employee of Company by
reason of this Agreement and that if Company is adjudicated to be a partner, joint venture, co-
principal or employer of or with the Distributor, the Distributor shall defend, indemnify and hold
harmless Company from and against any and all claims for loss, liability or damages arising from
any acts, omissions or other circumstances with respect to which such adjudication is made.

8. Prices and Terms and Conditions of Sale.

A. Prices. The price of Products and other terms and conditions of sale (including
payment terms, F.O.B. point, and minimum order requirements) are as stated in Company price
pages and as set forth in Schedule “B” attached hereto, and as amended from time to time, or as
otherwise set by Company for its customers. Distributor understands and agrees that prices may
be increased, and other terms and conditions of sale may be changed, from time to time by
Company, in Company’s sole discretion, upon the giving of ten (15) days prior written notice to
Distributor; however, such change will not affect any order properly placed with Company and
ready for immediate shipment before the effective date of the change.

3
 B. Purchase Orders. Distributor shall order Products by written notice to Company.
Each order shall specify the number of units to be shipped, the type of units to be shipped including
all optional features, the desired method of shipment and the installation site. Company shall
indicate its acceptance of such release by returning a signed copy to Distributor. Company agrees
to ship units to Distributor as close as possible to the delivery schedule set forth in each order as
accepted by Company, unless Company otherwise indicates in writing. Company shall not be
required to honor any release which: (a) specifies a shipping date earlier than Company's then
current delivery schedule for the date such release is received by Company and/or (b) specifies a
quantity to be delivered in any one month within the current delivery schedule which is greater
than one hundred percent (100%) of the total quantity shipped in the preceding sixty (60) day
period.

C. Payment Terms. Distributor understands and agrees that: (i) Products will be
ordered and payment made in accordance with terms set by Company via electronic wire transfer,
credit card or bank certified funds; (ii) acceptance of any purchase orders placed by Distributor,
either by written acknowledgement or by shipment of Products, shall not constitute acceptance by
Company of any of the terms and conditions of such purchase orders, except as to identification
and quantity of the Products involved; and (iii) all purchases shall be governed only by the
provisions of this Agreement and any terms and conditions contained on the front and reverse side
of any Company invoices.

D. Packaging. Company shall package the Products in Company’s customary manner

and in compliance with international packaging standards. All labeling, packaging and instruction
manuals associated with the Products must be written in both the Chinese and English language.

9. Terms of Delivery, Inspection and Receipt of Goods.

A. Shipments. All shipments of Equipment shall be made FOB Company's plant and
liability for loss or damage in transit, or thereafter, shall pass to Distributor upon Company's
delivery of Equipment to a common carrier for shipment. Shipping dates are approximate and are
based, to a great extent, on prompt receipt by Company of all necessary ordering information
from Distributor. Distributor shall bear all costs of transportation and insurance and will
promptly reimburse Company if Company prepays or otherwise pays for such expenses.

B. Inspection. Upon delivery of the Ordered Products to Distributor’s location or

warehouse, Distributor shall inspect the goods for damage or nonconforming conditions. If
Distributor fails to inspect and notify Company of any damaged or nonconforming goods, it shall
not make claims later to request a refund or return of the goods.

C. Partial Delivery. Unless Distributor clearly advises Company to the contrary in

writing, Company may make partial shipments on account of Distributor's orders, to be separately
invoiced and paid for when due. Delay in delivery of any installment shall not relieve Distributor
of its obligation to accept the remaining deliveries.

10. Excused Performance. Company shall not be liable for, nor be deemed to be in default on
account of, any failure to perform or deliver Products, to the extent such failure is due to any cause
or condition beyond Company’s reasonable control.

4
11. Product Discontinuance. Company is free to discontinue or terminate the manufacture or sale
of any Product in its sole and absolute discretion, giving notice to Distributor of such
discontinuance.

12. Product Warranty. The sole warranty, provided by Company connection with the Products
shall be to the Distributor. Manufacturer makes no warranties to Distributor’s customers.
Company shall provide a limited warranty for the Products against defects in material and
workmanship under normal use and service for a period of one-year from the date of delivery to
the Distributor. If the Products fail to comply with the warranty, Company’s exclusive liability,
and the exclusive remedy of the Distributor, shall be at Company’s option, either a). replacement
of the defective product or part, or b). refund of the price paid by Distributor for such product.
Company shall be responsible for freight, insurance, taxes, duties and other costs of return and
reshipment. THE WARRANTY IS VOID IF FAILURE OF THE PRODUCT IS (a) THE
RESULT OF OCCURRENCES DURING SHIPMENT TO OR FROM THE DISTRIBUTOR, (b)
CAUSED BY THE USE OR OPERATION OF PRODUCTS IN AN APPLICATION OR
ENVIRONMENT OTHER THAN THAT INTENDED OR RECOMMENDED BY COMPANY,
OR (iii) CAUSED BY MODIFICATIONS NOT MADE BY COMPANY.

13. Intellectual Property; Proprietary Information.

A. Intellectual Property. Distributor understands and agrees that all Products,

documents and technical support and training materials provided to Distributor by Company are
protected by the copyright laws of the United States and other countries, and that the materials
embody valuable confidential and trade secret information, the development of which required the
expenditure of considerable time and money by Company. Distributor further understands and
agrees that Company is the owner of all rights, title and interest in and to all the trademarks, trade
names, logos, designations and copyrights and other proprietary rights in or associated with the
Products, together with any new or revised names, designs or designations that Company may
adopt to identify it or any Products during the Term of this Agreement, and Distributor agrees not
to adopt or use any such trade names, logos, designations or copyrights in any manner whatsoever,
except as expressly provided in this Agreement, and further agrees not to assert or claim any
interest in or do anything that may adversely affect the validity of any trademark, trade name, logo,
designation or copyright belonging to or licensed to Company (including, without limitation any
act or assistance to any act, which may infringe or lead to the infringement of any of Company’s
proprietary rights).

B. Proprietary Information. Distributor acknowledges that in the course of performing

its obligations under this Agreement, it may obtain information relating to Company and the
Products which is of a confidential and proprietary nature to Company ("Proprietary Information").
Such Proprietary Information includes without limitation trade secrets, know-how, formulas,
compositions of matter, inventions, techniques, processes, programs, diagrams, schematics,
customer and financial information and sales and marketing plans. Distributor will (i) use such
Proprietary Information only in connection with fulfilling its obligations under this Agreement,
(ii) during the Term of this Agreement, and for a period of five (5) years thereafter, hold such
Proprietary Information in strict confidence and exercise due care with respect to its handling and
protection of such Proprietary Information, consistent with its own policies concerning protection
of its own proprietary and/or trade secret information and (iii) disclose, divulge or publish the same
only to such of its employees or representatives as are Qualified Personnel (as defined below) and
5
to no other person or entity, whether for its own benefit or for the benefit of any other person or
entity. Distributor further agrees to return all copies of all Proprietary Information in its possession,
control or custody immediately upon termination or expiration of this Agreement. As used herein,
the term "Qualified Personnel" means such employees and representatives of Distributor who (i)
have a need to know or have access to Company’s Proprietary Information in order for such
employees or representatives to carry out the purposes of this Agreement and (ii) have executed
nondisclosure agreements binding them not to use or disclose such Proprietary Information except
as permitted herein.

C. Proprietary Markings. Distributor agrees to ensure that all copyright, trademark

and other proprietary notices of Company affixed to or displayed on Products and documentation
will not be removed, obscured or modified by Distributor.

D. Translated Materials. Any Product information, literature and sales materials

translated into any other language than English or Chinese by Distributor will be the property of
Company and an original copy will be provided to Company immediately upon completion of
translation(s).

E. No Continuing Rights. Upon expiration or termination of this Agreement,

Distributor will immediately cease all display, advertising and use of all Company trademarks,
trade names, logos and designations and will not thereafter use, advertise or display any trademark,
trade name, logo or designation which is, or any part of which is, similar to or confusing with any
trademark, trade name, logo or designation associated with any Product.

F. Obligation to Protect. Distributor agrees to use reasonable efforts to protect

Company’s proprietary rights and to cooperate at Distributor's expense in Company’s efforts to
protect its proprietary rights. Distributor agrees to promptly notify Company of any known or
suspected breach of Company’s proprietary rights that comes to Distributor's attention.

14. Confidential Information. During the Term of this Agreement Distributor shall not, directly
or indirectly, use for its own benefit, communicate, disclose or divulge to any third party any
information, materials and data made available to it by Company that reasonably should be
understood to be confidential (collectively, “Confidential Information”) and agrees not to use,
copy, or disclose or permit any of its personnel to use, copy or disclose the same for any purpose
that is not specifically authorized herein. Confidential Information shall include, but not be limited
to, the contents of any documents to which Company has stamped, labeled or otherwise marked
“Confidential” on the first or title page thereof.

15. Third Party Infringement. Distributor shall immediately notify Company in the event the
Distributor should become aware, or should have reason to believe, that any infringement of any
copyrights, trademarks, or other intellectual property or proprietary rights relating to any Products
has occurred or is occurring. Company may, in its sole and absolute discretion, take or not take
whatever action it may deem to be appropriate in connection with any such infringement. If
Company should elect to take any such action, Distributor agrees to reasonably cooperate, at no
expense to Distributor, in connection therewith. If Company initiates and prosecutes any action
with respect to infringement of any copyrights, trademarks, or other proprietary rights relating to
Products, Company shall be entitled to retain all amounts, including, but not limited to, court costs
and attorneys’ fees, awarded by way of judgment, settlement, or compromise with respect thereto.
6
16. Compliance with Applicable Laws. Distributor shall ascertain and comply with all applicable
provincial, federal, state and local laws and regulations and standards of industry or professional
conduct, including, without limitation, those applicable to product claims, labeling, warnings,
approvals, registrations and notifications. Distributor agrees that no Product or controlled
technical data will be transferred, directly or indirectly, to any person, to any destination, or for
any use contrary to the requirements of U.S. law, including, but not limited to, the transfer to a non
U.S. person physically located in the United States (a deemed export). U.S. law includes, but is
not limited to, the laws of the Export Administration Act, the Export Administration Regulations,
the Trading with the Enemy Act, the International Economic Powers Act, and the Foreign Assets
Control Regulations, as they may be amended and supplemented from time to time. As between
the Company and Distributor, all sales of Products to Distributor in connection with this
Agreement shall be consummated and Distributor shall take title to the Products in the United
States. Distributor is responsible for knowing and complying with any import requirements,
duties, taxes, fees or licensing requirements of the country to which the Products may be imported
or imposed by the country of any buyer subsequently purchasing Products from Distributor.

17. Events of Termination.

A. Bankruptcy/Reorganization. Either party may terminate this Agreement

immediately upon written notice to the other party if the other party becomes insolvent, seeks
protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or
comparable proceeding, if proceedings in bankruptcy or insolvency are instituted against the other
party, or in the event a receiver is appointed for the other party, or if any substantial part of the
other party’s assets is the object of attachment, sequestration or other type of comparable
proceeding, and such proceeding is not vacated or terminated within thirty (30) days after its
commencement or institution.

B. Default. Either party may terminate this Agreement in the event the other party
commits a material breach of any of the material terms or provisions of this Agreement and does
not cure such breach within thirty (30) days after receipt of written notice given by the other party.
Notwithstanding the foregoing, Company may immediately terminate this Agreement in the event
Distributor breaches its payment or obligations under this Agreement in the event Distributor
breaches its obligations as to payment.

C. Distributor’s Default. The occurrence of any of the following events shall

constitute an event of default giving Company the right to terminate any and all obligations under
this Agreement:

i. Distributor’s failure to make timely payment in full of all invoices for Products
ordered;

ii. Distributor’s violation of any law of the United States, any state thereof or any other
country that is considered a felony, commercial bribery, “kick-back” arrangement, tax evasion,
misrepresentation or fraud, including any such conduct that is charged or alleged by law
enforcement officials (e.g., United States Attorney, Attorney General of any state or territory,
District Attorney or any country or municipality) as against the Distributor or any of its officers,
directors, employees or agents;
7
 iii. Distributor’s breach of any provision of this Agreement concerning Company’s
intellectual property rights, proprietary information or confidential information; and

iv. Distributor’s breach of any other material term, condition or provision in this
Agreement.

D. Effect of Termination. Upon any termination of this Agreement by either party and
for any reason:

i. Distributor immediately shall cease to be an distributor of Company;

ii. All amounts owing by Distributor to Company, or by Company to Distributor, shall

become immediately due and payable, notwithstanding any prior or conflicting terms of sale;

iii. Company may elect to cancel all or any of Distributor’s unshipped orders without
liability of either party to the other;

iv. Neither party shall be liable to the other because of such termination for
compensation, reimbursement or damages on account of the loss of prospective profits or
anticipated sales, or on account of expenditures or investments of Company or Distributor, or for
any reason whatsoever arising out of such termination; and

v. Distributor shall immediately remove and not thereafter use any sign containing
any corporate name, trademarks or tradenames associated with the Company or the Products
(collectively the “Names”) and shall immediately destroy all stationery, advertising matter and
other matter in its possession or control containing any of the Names. Distributor shall not, at any
time after such termination, use or permit any such Names to be used in any manner in connection
with any business conducted by it or in which it may have an interest, or otherwise whatsoever as
descriptive of or referring to anything other than Products of Company.

8
18. Liability; Indemnification.

A. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER WITH

RESPECT TO INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,
EXEMPLARY, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND WHATEVER
ARISING FROM OR CONNECTED WITH THIS AGREEMENT (E.G., LOST PROFITS, LOST
REVENUES, OR LOSS OF BUSINESS), REGARDLESS OF LEGAL THEORY, WHETHER
OR NOT FORESEEABLE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OR PROBABILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES
OTHERWISE PROVIDED BY THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
Each party acknowledges that such limitations were a material inducement for the other party to
enter into this Agreement, and the parties have relied upon such limitations in determining whether
to enter into this Agreement. Under no circumstances shall any other person or entity be
considered a third party beneficiary of this Agreement or otherwise entitled to any rights or
remedies under this Agreement.

B. Distributor shall defend, indemnify and hold Company harmless from and against
any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of
or relating to (i) infringement of any patent or other intellectual property right arising from the
Distributor’s acts, omissions or marketing; (ii) Distributor’s grant of a warranty to any Customer;
(iii) Distributor’s material breach of this Agreement; or (iv) allegations of Distributor’s negligence,
breach of agreement or willful misconduct.

19. No Waiver. Any failure or delay by Company in exercising any right or remedy in one or
many instances will not prohibit Company from exercising it at a later time or from exercising any
other right or remedy, whether arising under this Agreement, at law or in equity.

20. Governing Law. This Agreement, and any questions, claims, disputes, or litigation concerning
or arising out of or relating to this Agreement, shall be governed, construed, applied and enforced
in accordance with the laws of the State of California, United States of America.

21. Assignment. Distributor shall not assign, transfer or otherwise convey this Agreement (in
whole or in part) to any individual, corporation or other entity without the prior written consent of
Company.

22. Force Majeure. Company shall not be responsible for any failure to perform due to
unforeseen circumstances or to causes beyond Company’s reasonable control, including but not
limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods,
accidents, strikes, failure to obtain export licenses or shortages of transportation, facilities, fuel,
energy, labor or materials. In the event of any such delay, Company may defer the delivery date
of orders for Products for a period equal to the time of such delay.
23. Severability. Whenever possible, each provision of this Agreement will be interpreted in
such a manner as to be effective and valid under applicable law, but if any provision of this
Agreement or the application thereof to any party or circumstances shall be declared void, illegal
or unenforceable, such provision will be enforced to the maximum extent permissible and the
remaining portions of this Agreement shall remain in full force and effect

9
24. Notices. All notices and other communications in connection with this Agreement shall
be in writing and shall be sent to the respective parties at address set forth below in this Paragraph.

Notices to Company shall be furnished to:

Attn: Jack Yao
Mobile Pixels, Inc.
5288 Rivergrade Road
Irwindale, CA 91706
Phone: (508) 904-0998
Email: jackyao@mobilepixels.us

Notices to Distributor shall be furnished to:

Name:

25. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between
the parties pertaining to the subject matter hereof, and supersedes in their entirety any and all
written or oral agreements previously existing between the parties with respect to such subject
matter. Distributor acknowledges that it is not entering into this Agreement on the basis of any
representations not expressly contained herein. Any modifications of this Agreement must be in
writing and signed by both parties hereto. Any such modification shall be binding upon Company
only if and when signed by one of its duly authorized officers.

26. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed to be one and the same
instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
specified above.

________________________
Name of Agent of Distributor:[ ]
Title:[ ]

MOBILE PIXELS, INC.:

_____________________________
Jack Yao
Title: [ ]

10
 SCHEDULE A

PRODUCTS

DUEX PRO
KICKSTAND
LAPTOP SLEEVE
MULTIPORT ADAPTER
HDMI ADAPTER
MOBILE PIXELS USB CABLE

TRIO
TRIO PRO

11
 SCHEDULE B

OTHER TERMS AND CONDITIONS OF SALE OF PRODUCTS

1. Minimum Sales Requirement. During the third quarter of this year, Distributor shall use
reasonable commercial efforts to generate sales of 500 units in Products from Company in
each distribution area (the “Quarterly Target”). If Distributor is unable to meet the
Quarterly Target, Company may terminate this Agreement effective immediately upon
written notice to Distributor. Every ninety (90) days Company shall review Distributor’s
performance in reaching the minimum sales requirements and determine or amend at its
sole discretion the minimum sales requirement. Fourth quarter and subsequent quarterly
requirement to be determined in September 2019.

12