Exhibit 10.1

THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U . S . PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933 , AS AMENDED (THE “SECURITIES ACT”) . 㗪 䇔䍝ॿ䇞 ポ 㗪 “ ॿ䇞 ” マ о 㔤 燝 䖤 ഭ ᵸ➩ ポ 㿱ॿ䇞 ㊄㟍 ѹ マ 䭘 㓖 ₸ 㖅 䇱 ⃶ 䉵 䡹 㡏 ᵢ㓑 䊤 ޣ メ ᒦ 䭐㥭䖤 ഭ 1933 㣞 䇱 ⃶㮓 㓺 ‴ ㍈ 䇒 㴓 ポ “ 䇱 ⃶㮓 ” マ ㉸䉵 S ᶑ ṉ ポ 㿱ॿ䇞 ㊄㟍 ѹ マ ೲ NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U . S . STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U . S . PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO REGULATION S REGISTRATION AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS . 㗪 ॿ䇞 䊤 ޣ䇱 ⃶㗨 㴉㬋 䇱 ⃶㮓 㪂䖤 ഭ ‴ ᆳ䇱 ⃶㮓㮦 ޼ メ ㉻䳙 燝 䘋 圊 䈕 䐦 㮦 ޼ メ 䈕䇱 ⃶ ㉹㥢䊣㬦 㪂 䰤 㬦㘪䖤 ഭ ❁ ޵ 㪂㔤䖤 ഭ ᵸ➩ ポ 㿱ॿ䇞 ㊄㟍 ѹ マ 䭘 㓖 㪂 ₸ 㖅 メ Ḅ㓭 䐚㔛 䇱 ⃶㮓 S ᶑ ṉ ㊄ ᶑ 㸌 䉵 ೱ 㴉㬋 䇱 ⃶㮓 ㉸ 㗇㐆㮦 ޼༠ 㓌 䉵 ೱ 㪂㴉㬋 䇱 ⃶㮓㮦 ޼㿴 㟍䉵㔏 䏦 䧢 ​ ೱ 㪂㉹㓿 䇱 ⃶㮓㮦 ޼㿴 㟍䉵 ᵢ㓑 䉵 メ ㉻㘪㉷䬆㔚 ⿽ 㧨 ߥ ㉸㘳䐚㔛䊤 ޣ 㢟 䇱 ⃶㮓 䉵㧨 ߥ 䳙 ⟔ ೲ SUBSCRIPTION AGREEMENT 䇔䍝ॿ䇞 This Agreement is dated as of October 2 , 2025 (the “Execution Date”) by and between Helport AI Limited, a British Virgin Islands company (the “ Company ”), and Youth Spring Limited, a Samoa company (the “ Purchaser ”) . 㜓 ॿ䇞 ṵ 2025 ⹛ 10 㛯 2 㗌 ˄ “ ㆮ 㖢 㗌 ” ˅ 䔘 Helport AI Limited, ᷧ⮝ BVI ⅓ ਨ ˄ Ọᷲ ⛠ “ ⅓ ਨ ” ˅ ઼ Youth Spring Limited , ᷧ⮝ Samoa ⅓ ਨ ˄ Ọᷲ ⛠ “ 䇔䍝 ạ ” ˅ ᡰ ㆮ䇒 DŽ W I T N E S S E T H : WHEREAS , subject to the terms and conditions set forth in this Agreement and pursuant to the provisions of Regulation S (“Regulation S”) promulgated by the U . S . Securities and Exchange Commission (the “SEC”) under the Securities Act, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement (collectively, the “Offering”) . 1

2 NOW, THEREFORE , in consideration of and subject to the mutual agreements, terms and conditions herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows : ީ䇱 㗵 ˖ 䢤 ṵ ˈ ⎾∝ṵ㜓 ॿ䇞 䙫㝈㬥 ઼ 㝈ờ⹝ ṩᦞ 䇱 ∟㲼ᷲ併⛤ 䇱 ∟ẋ㗺 င ઈ ἁ ˄ Ọᷲ ㆰ ⛠ “ 䇱 ẋ ἁ ” ˅ 亱 ⷪ䙫 S 㝈ὲ䙫㝈㬥 ˄ Ọᷲ ㆰ ⛠ “S 㝈ὲ ” ˅ ˈ ⅓ ਨ ⷳ㜂⎸堳⹝ ੁ 䇔䍝 ạ 䬰 ୞ 㜓 ॿ䇞 ᷲ狄Ḕ㛛 䈖㓶 ᧿䘠 䙫⅓ ਨ 䇱 ∟ ˈ 俳 䇔䍝 ạⷳ㜂ẵ⅓ ਨ 䍝Ҡ䈕 ⅓ ਨ 䇱 ∟ ˄ Ọᷲ ㆰ ⛠ “ 䚰 㓖 ” ˅ DŽ ⧠ ṵ㭋 ˈ ṩᦞ ⹝⎾∝ṵ㜓 ॿ䇞 Ḕ⋬ ਜ਼ 䙫⅘ ਼ ॿ䇞 ǃ 㝈㬥 ઼ 㝈ờ ˄ ⅓ ਨ઼ 䇔䍝 ạ✮䡕 䇔 㔝∗ 䘉 Ẃ⅘ ਼ ॿ䇞 ǃ 㝈㬥 ઼ 㝈ờ⹝䡕 䇔 ⅝ℬ⇭ ᙗ ˅ˈ ⅓ ਨ ⎱ 䇔䍝 ạ ਼᜿ ˖ 1. PURCHASE AND SALE OF CLASS A ORDINARY SHARES, AND RELEVANT RIGHTS 㔬 䬠䘎䉵 䍝Ҡ 㕒 䬰 㖅 メ ᶣ 㓺䊤 ޣᵳ 䊍 1.1 Purchase and Sale of Ordinary Shares . Subject to the terms and conditions set forth 1. herein, the Company is offering to the Purchaser the number of ordinary shares of the Company, par value US $ 0 . 0001 per share (each, an “ Ordinary Share ”, and collectively, the “ Ordinary Shares ” or “ Shares ”), set forth on the signature page herein, for a total purchase price of $ 500 , 000 . 00 (the “ Purchase Price ”) . 1. 㙕 䙊 傈䙫 䍝Ҡ ઼ 䬰 ୞ DŽ ⎾∝ṵ㜓 ॿ䇞 Ḕ䙫 ᶑ 㬥 ઼ ᶑ ờ ˈ ⅓ ਨੁ 䇔䍝 ạ 䚰 㓖䬰 ୞ ᷧ⮁ ᮠ 憶䙫䥏杉Ở ٬ $0.0001 併K䙫⅓ ਨ 㙕 䙊 傈 ˄ Ọᷲ 〠 “ 㙕 䙊 傈 ”, ᡆ “ 傈䥏 ” ˅ˈ ੁ 䇔䍝 ạ 䚰 㓖䬰 ୞ 䙫㙕 䙊 傈 ާ Ἲ ᮠ 憶 㿱 㜓 ॿ䇞 䙫 ㆮ ⬾ 亥 DŽ 㙕 䙊 傈䙫 ᙫ 䍝Ҡ Ở Ṭ Ѫ 500,000 併K ˄ ᙫ〠Ѫ “ 䍝Ҡ Ở Ṭ ” ˅ DŽ 2. Closing . The closing of the transactions contemplated hereby (the “ Closing ”) shall take place on October 2 , 2025 or such other date the Company and the Purchaser may agree upon in writing (such date and time being called the “ Closing Date ” ) . (a) At the Closing, subject to Section 2 below, the Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to a bank account of Helport as specified by the Company . All such wire transfer remitted to the Company shall be accompanied by information identifying the Purchaser, the subscription, the Purchaser’s corporate identification number and address ; and (b) At the Closing, the Company shall issue the Shares to the Purchaser and update the Company’s register of members to reflect the issuance of the Shares to the Purchaser. 2. ẋ≙ DŽ 㜓 ॿ䇞 Ḕ ᤏ䘋 堳䙫ẋ㗺䙫ẋ≙ ˄ Ọᷲ 〠 “ ẋ≙ ” ˅ ᓄ ṵ 2025 ⹛ 10 㛯 2 㗌 ᡆ ⅓ ਨ ઼ 䇔䍝 ạ Җ 杉 ਼᜿ 䙫⅝ẽ㗌㜆 ˈ 䘋 堳 ˄ 䛟 ᓄ 䙫㗌㜆 ઼ ᰦ䰤〠Ѫ “ ẋ≙㗌㜆 ” ˅ ; (a) ✏ẋ≙ ᰦ ˈ ⎾∝ṵᷲ狄䙫 ᶑ 㬥 2 ˈ 䇔䍝 ạ ᓄ Ọ 䬦 堳 ⭥≷ ⽉⻶ ሶ 狏⍚ ਟ ⽾䙫 䍴 憸㔖ế∗⅓ ਨᤷ ⮁䙫 Helport 䬦 堳 䍖ᡧ DŽ 䘉 Ẃ⽧⅓ ਨ 䙫 ⭥≷ᓄ 䱴 㛰䛟 ޣ ؑ᚟ Ọ䡕 䇔䇔䍝 ạ ǃ 䇔䍝 ᛵ ߥ ǃ 䇔䍝 ạ䙫 㔏 ᷧ䤥 Պ ؑ 䔏Ị ⸱ ઼ ✗✧ DŽ

3 (b) ✏ẋ≙ ᰦ ˈ ⅓ ਨ ᓄ ੁ 䇔䍝 ạ ਁ 堳傈 ԭ ˈ ᒦ 㛛㖗⅓ ਨ 傈 ь ਽ ޼ Ọ⎴㘇 䈕 ㅹ 傈 ԭ ⷙ ੁ 䇔䍝 ạ ਁ 堳 DŽ 1 . 3 Demand Registration Right . After the Closing, the Purchaser shall be entitled to a demand registration with respect to the Shares on one occasion and such demand registration right shall terminate on the 6 - month anniversary of the Execution Date . In the event that such demand registration right is exercised, the Company shall prepare, and, as soon as practicable, file with the SEC a registration statement on Form F - 1 or F - 3 under the Securities Act of 1933 (the “ Registration Statement ”) covering the resale of all of the Shares being purchased hereunder . The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable . 3. 奨㰩㳏 ޼ᵳ ∐ DŽ ✏ẋ≙Ḳ ਾ ˈ 䇔䍝 ạ ᓄ 㛰 ᵳ 奨㰩⅓ ਨ ሩ 傈䥏 䘋 堳ᷧ㬈㳏 ޼ ˈ 䈕 奨 㰩㳏 ޼ 䙫 ᵳ ∐ ᓄ ṵ ㆮ 㖢 㗌 ਾ 6 њ 㛯 ᰦ㓸 㭉 DŽ 㤕 䈕 奨㰩㳏 ޼ᵳ ∐墒堳ὦ ˈ ⅓ ਨ ᓄ ṩᦞ lj 1933 ⹛ 䇱 ∟㲼 NJ ↭ ༷ᒦቭ ᘛੁ 併 ഭ䇱 ∟ẋ㗺 င ઈՊ ᨀ ẋ F - 1 ᡆ F - 3 塏 Ṭ 䙫㳏 ޼༠ 㗵 ˄ Ọᷲ ㆰ〠 “ 㳏 ޼༠ 㗵 ” ˅ ˈ ⏥ 䚽㜓 ॿ䇞亩 ᷲ ᡰ 䍝 ޘ 惏傈 ԭ 䙫 䖜 ୞ Ṳ⮃ DŽ ⅓ ਨ ᓄቭ ᴰ ⤎ ਸ⨶ ⊑⊂ ˈ ׳ ὦ 䈕 㳏 ޼༠ 㗵✏ ਟ 堳䙫 ᛵ ߥ ᷲ ቭ ᘛ 㧧 ⽾併 ഭ䇱 ∟ẋ㗺 င ઈՊ 䙫 ᢩ ↭䔆㔯 DŽ 4. Right of First Refusal . Subject to applicable securities laws, within 365 days after the Closing, the Purchaser shall have the irrevocable right of first refusal to participate in any equity financing (a “Subsequent Financing”) undertaken by the Company, including any public or private offering of equity, equity - linked, or debt securities, on the most favorable terms, conditions, and price provided for any other investors in the Subsequent Financing . The Purchaser shall have the right, but not the obligation, to subscribe for up to $ 2 , 000 , 000 . 00 worth of the securities issued in such Subsequent Financing . 1.4 ৲о 㜑 ᶕ 㶽 䍴 䙫 ᵳ ∐ DŽ ✏ 䚥 ⭯ 䘲 䔏 䇱 ∟㲼 㿴 䙫∴ ᨀ ᷲ ˈ 凑ẋ≙Ḳ㗌 䎧 36 5 㗌 ޵ ˈ 䇔䍝 ạ Ẓ㛰ᷴ ਟ᫔ 䬰 䙫 Ո ℯ 䇔䍝ᵳ ˈ ਟ᤹ਾ 㔝 㶽 䍴 Ḕ ੁ ⅝ẽ ᣅ 䍴 俬 ᨀ ᾂ䙫 ᴰ Ո ᜐ ᶑ 㬥 ǃ ᶑ ờ⎱Ở Ṭ ˈ ৲о ⅓ ਨ 䘋 堳䙫ỢἼ傈 ᵳ 㶽 䍴 ˄ “ ਾ 㔝 㶽 䍴 ” ˅ˈ ⋬ ᤜ ỢἼ⅓ ᔰ ᡆ 䦨⋆䙫傈 ᵳ ǃ 傈 ᵳ ᤲ 䫙 ᡆ ٪࣑䇱 ∟ ਁ 堳 DŽ 䇔䍝 ạ㛰 ᵳ ˄ Ἥ㗇 ѹ࣑ ˅ 䇔䍝䈕 ਾ 㔝 㶽 䍴 Ḕ ਁ 堳Ở ٬ ᷴ嵬 䗷 2,000,000 併K䙫 䇱 ∟ DŽ 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2. ‪ 㔗䉵 䱸 䬆㕒㍃ 䇱 The Company represents and warrants to the Purchaser that : ⅓ ਨੁ 䇔䍝 ạ 䱸 䘠઼؍ 䇱 ˖ 1. The Company is duly incorporated in the British Virgin Islands and is validly existing in good standing under the laws of the British Virgin Islands . The Company and each of its direct and indirect subsidiaries that have been consolidated with the Company in its audited financial statements for the year ended June 30 , 2024 or any such entity subsequently acquired (each, a “Subsidiary”, and collectively, the “Subsidiaries”) are not in violation of any of the provisions of their respective articles of incorporation, by - laws or other organizational or charter documents, each as amended where applicable (the “ Internal Documents ”) . Each of the Company and Subsidiaries is qualified to transact business as a

4 foreign corporation and is in good standing under the laws of each jurisdiction where the location of its respective properties or the conduct of its respective business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, liabilities, results of operations, condition (financial or otherwise), properties or prospects of the Company on a consolidated basis . 1. ⅓ ਨ ✏ BVI ᾄ㲼 ᡀ 狏 ᒦ ✏ BVI 㲼⽲ᷲ ਸ 㲼⬿✏ ᒦ 㛰 㢟ྭ 䙫 㓿㩕 ᤱ 㔝 ᙗ DŽ ⅓ ਨ ⎱ 㮶ᷧ њ ਸ ᒦ䘋 ⅝ 㓿ᇑ䇑 䙫 2024 ⹛ 6 㛯 30 㗌 㔃 㝆䙫 䍒 㔦⹛⺍䙫 䍒࣑ᣕ 塏䙫䛛 ᧕ ⬷⅓ ਨ઼ 䰤 ᧕ ⬷⅓ ਨ ˈ ᡆ 俬ỢἼᷧ њ䲿 ਾ 墒 ਸ ᒦ 䙫 ᇎ Ἲ ˄ 㮶ᷧ њ〠Ѫ ᷧ њ “ ⬷⅓ ਨ ” ˅ˈ ✮ ⋑ 㛰 䘍 ⎴ ᆳԜ ਴ 凑䙫⅓ ਨᡀ 狏 ॿ䇞 ǃ ⅓ ਨ 䫇 〻ᡆ ⅝ẽ 㓴㓷 ᡆ 䫇 〻 ㊫ 狄ờ⎱ ਟ 僤䙫 㓿䗷 ؞ 䇒 䙫㭋 ㊫ 狄ờ ˄ 〠Ѫ “ ޵ 惏狄ờ ” ˅ Ḕ䙫ỢἼ ᶑ 㬥 DŽ ⅓ ਨ ⎱⅝ỢἼᷧ њ ⬷⅓ ਨ ✏⅝㮶 њ 㛰 䍴ӗ ઼୶ ъ 堳 Ѫ 䙫 ㇑ 䗆४޵ 惤 ާ 㛰 ਸ 㲼 䍴 Ṭ ὃ Ѫ ⣽ ഭ ⅓ ਨ 䘋 堳 㓿㩕ᒦ 㛰 㢟ྭ 䙫 㓿㩕 ᤱ 㔝 ᙗ ˈ 䲔 ṭᷧẂ ㇑ 䗆 ४ ˈ ྲ 㞃⅓ ਨ ᷴ僤✏ 䘉 Ẃ ४ ⟆ ޵ 㛰 ਸ 㲼 䍴 Ṭ 㓿㩕 Ṇᷴ Պ ✏ 䍒࣑ᣕ 塏 ਸ ᒦ 䙫⟡ ⹰ ᷱ ሩ ⅓ ਨ 䙫 ୶ ъ 堳 Ѫ ǃ 䍴ӗ ǃ 䍏٪ ǃ 㓿㩕㔃 㞃 ǃ ᛵ ߥ ˄ 䍒࣑ ᡆ ⅝ẽ ˅ ǃ 䍒ӗ ᡆ ⅝ẽ㖠杉 ӗ 䔆憴 ⤎ᷴ 㢟 ⽘ ૽ DŽ 2. Each of the Company and Subsidiaries has all power and authority to conduct its business as presently conducted and as proposed to be conducted as described in the SEC Reports (as defined herein) . The Company has all power and authority to (i) enter into and perform its obligations under this Agreement and (ii) issue, sell and deliver the Shares . The execution and delivery of this Agreement and the issuance, sale and delivery of the Shares have been duly authorized by all necessary corporate action . Once executed and delivered, this Agreement will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under the securities laws and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity) . 3. ⅓ ਨ ⎱⅝㮶ᷧ њ ⬷⅓ ਨ 惤 ᤕ 㛰 ޘ 惏䙫 ᵳ ⊂ ઼ᦸ ᵳ Ọ 䘋 堳⅝䛕∴㭊✏ 䘋 堳 ઼ 䇱 ẋ Պᣕ ੺ ˄ 㿱ॿ䇞 Ḕ⮁ ѹ ˅ Ḕ ᧿䘠 䙫 ሶ䘋 堳䙫 ୶ ъ 堳 Ѫ DŽ ⅓ ਨ ᤕ 㛰 ޘ 惏䙫 ᵳ ∐ ઼ᦸ ᵳ ˄ i ˅ ㆮ 䇒 ઼ን 堳㜓 ॿ䇞 ᷲ䙫 ѹ࣑ ˗ Ọ⎱ ˄ ii ˅ ਁ 堳 ǃ 䬰 ୞઼䘱 䗮 傈䥏 DŽ 㜓 ॿ䇞 䙫 ㆮ 㖢઼ 䙂 䘱 Ọ⎱傈 䥏䙫 ਁ 堳 ǃ 䬰 ୞઼䘱 䗮 惤ⷙ 㓿䗷 ᡰ 㛰⾬奨䙫⅓ ਨ 堳 Ѫ ਸ 㲼 ᦸ ᵳ DŽ ᷧ㗍 ㆮ 㖢 ᒦ 䘱 䗮 ˈ 㜓 ॿ䇞 ሶᶴ ᡀ ሩ ṵ⅓ ਨ 㛰㔯 ઼ 㛰 㓖 㝆⊂䙫 ᢗ 堳 ѹ࣑ ˈ 䲔 狠⎾∗ 䘲 䔏䙫 ⹤ ӗ ǃ 姊㕊 ǃ 憴 㓴 ǃ ⻝㜆 گ ế ᡆ ⅝ẽ䛕∴ ᡆ Ḳ ਾ 䔆㔯䙫䛟ἣ䙫 ˈ о٪ᵳ ạ䙫 ᵳ ∐䛟 ޣ ᡆ Պሩ ⅝ 䙐ᡀ ⽘ ૽ 䙫㲼⽲䙫 䲀 ∝ ˈ ⋬ ᤜ઼ 㬡 䇸 ᙗ 䖜 䧢 ઼ Ո ℯ 䖜䇙 䛟 ޣ 䙫㲼 㿴 ઼ ⅝ẽ㲼⽲䙫⽘ ૽ ˈ Ἥᷴ⋬ ᤜ 㜓 ॿ䇞 Ḕ ⋑ 㛰塏 䘠 䙫⅓ ਨ᤹➗ 䇱 ∟㲼 ઼ ⎾∝ṵᷧ 㡜ᙗ 䙫塈⹚㲼⎆ ࡉ 䙫 䲀 ∝ 䘋 堳 㺕گ ઼ ⇭ ᣵ 䙫 ѹ࣑ 䙫 ਟ ᢗ 堳 ᙗ ˄ 㗇 䇪䘉 ᷧ ਟ ᢗ 堳 ᙗ 㘖✏㲼⽲ ᡆ 塈⹚㲼䙫 〻 ⹶ᷲ 䇘䇪 ˅ DŽ 3. The Shares will be duly and validly issued, fully paid and non - assessable, and free from all taxes or liens with respect to the issuance thereof and shall not be subject to preemptive rights, rights of first refusal and/or other similar rights of shareholders of the Company and/or any other person . 2.3 傈䥏 ሶ 㘖 ਸ 㲼㛰㔯 ਁ 堳䙫 ǃ 㕤 嶚傈㬥 ᒦ ᷴ⊇ 㕤 䙫 ˈ ᷻ ⋑ 㛰 ᡰ 㛰 ઼ ਁ 堳㛰 ޣ 䙫 〾

5 㔝 ᡆ 䕀 㖞 ᵳ ˈ ᒦ ᷻ᷴ⎾∝ṵ⅓ ਨ 䙫傈 ь ઼ / ᡆ ⅝ẽ њ ạ䙫 Ո ℯ 䍝Ҡᵳ ǃ Ո ℯ ᢯ 䍝ᵳ ઼ / ᡆ ⅝ ẽ䛟ἣ ᵳ ∐ DŽ 2 . 4 No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement by the Company or the consummation of any of the transactions contemplated hereby or thereby, and/or (ii) could reasonably be expected to have a material adverse effect on the Company’s operations . 4. ᷴ⬿✏ỢἼ ઼ ⅓ ਨᡆ ⅝ 䍒ӗ 㛰 ޣ 䙫 ˈ 㜑 ߣ 䙫 ᡆ ✏⅓ ਨ⸕䚃 䙫 㤳 ത޵ ਟ 僤 䪸ሩ ⅓ ਨ 䙫㲼⺔ ᡆ 㔦⺃㜡 ᶴ ǃ ᵳ ⊂㜡 ޣ ᡆ ḢἺ ᡆ ộ墨㜡 ᶴ 堳 Ѫ ǃ 䇹䇬 ˈ ਟ Ọ ਸ⨶ 亴 㜆∗ ˄ i ˅ ሶՊ ሩ 㜓 ॿ䇞 䙫 ᢗ 堳 ᡆ ॿ䇞 Ḕ ᤏ䘋 堳䙫ẋ㗺 䙐ᡀ 憴⤎ᷴ 㢟 ⽘ ૽ ˈ ઼ / ᡆ ˄ ii ˅ ሶՊሩ ⅓ ਨ 䙫 㓿㩕 䙐ᡀ 憴⤎ᷴ 㢟 ⽘ ૽ DŽ 5. The Company is not (i) in material violation or material default of any provision of its Internal Documents ; (ii) in default or material violation of the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject ; and/or (iii) in default or material violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, as applicable . 5. ⅓ ਨ ⋑ 㛰 ˄ i ˅ 䘍 ⎴ ᡆ 䘍 傳⅝ ޵ 惏狄ờ䙫Ợᷧ ᶑ 㬥 ˗˄ ii ˅ 䘍 ⎴ ᡆ 䘍 傳ỢἼ⅓ ਨ ✏⅝Ḕὃ Ѫ ᷧ㖠 ᖃ Ṳạ䙫 ᡆ ⎾∗ 㓖 㝆䙫 ᡆ ⅝ 䍒ӗ ⎾∗ 㓖 㝆䙫 ٪ ∟ ǃ ਸ਼ ǃ 䧆 䍱 ਸ਼ ǃ ؍ 䇱 ǃ ཱྀ 㓖 ǃ 䥏 ᦞ ॿ䇞 ǃ 䍧 㬥 ॿ䇞 ᡆ ⅝ẽ ॿ䇞 ǃ ѹ࣑ ǃ ᶑ ờ ǃ ཱྀ 㓖 ᡆ㶽 䍴 ⷌ ާ 䙫ỢἼ ᶑ 㬥 ˗ ઼ / ᡆ ˄ iii ˅ 䘍 ⎴ ᡆ 䘍 傳 ሩ ⅓ ਨᡆ ⅝ỢἼ 䍒ӗᤕ 㛰 ㇑ 䗆ᵳ 䙫㲼⺔ ǃ ⴁ ㇑ ḢἺ ǃ ㇑⨶ 㜡 ᶴ ǃ 㔦⺃ḢἺ ǃ ộ墨㜡 ᶴ ᡆ ⅝ẽ ᵳ ⊂ḢἺ䙫 䘲 䔏ṵ⅓ ਨ 䙫䙫ỢἼ㲼 㿴 ǃ 㲼⽲ ǃ 㿴ࡉ ǃ ᶑ ὲ ǃ ∋ ߣ ǃ 㲼ị DŽ 6. Assuming the accuracy of the Purchaser’s representations and warranties set forth in this Agreement, the Company is not required (i) to register the offer and sale of the Shares to the Purchaser in the manner contemplated herein under the Securities Act, or (ii) to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self - regulatory organization (including The Nasdaq Stock Market LLC) or other person in connection with the execution, delivery and performance of this Agreement, except that, if required by the Nasdaq Listing Rules, the Company will submit a Listing of Additional Shares Notification Form to Nasdaq in connection with the transactions contemplated hereby . 2.6 ٷ 䇮 㜓 ॿ䇞 ᷲ狄 䇔䍝 ạ䙫 䱸 䘠઼؍ 䇱 䙫↭䡕 ᙗ ˈ ⅓ ਨ ᷴ曧奨 ˄ i ˅ ✏ 䇱 ∟㲼ᷲ㳏 ޼ ᤹➗ 㜓 ॿ䇞 䙫㖠⻶ ᤏሩ䇔䍝 ạ 䘋 堳䙫傈䥏 䚰 㓖 ઼ ⇡ ୞ ˈ ˄ ii ˅ 㧧 ⎽ỢἼ㲼 䲒ᡆ ⅝ẽ 㚄 䛖 ǃ ⷅ ǃ ✗㖠 ᡆ 俬⅝ẽ㔦⺃㜡 ᶴ ઼ 凑㲢㜡 ᶴ ˄ ⋬ ᤜ 㓣 㖖 䗮 Ⅎ傈䥏ⷩ ൪ ˅ 䙫 ˈ ᡆ 俬ỢἼ о 㜓 ॿ 䇞ㆮ 㖢 ˈ 䘱 䗮 ઼ን 堳䛟 ޣ 䙫ạ⣒䙫ỢἼ ਼᜿ ˈ 䉱 ℴ ˈ ᦸ ᵳ ᡆ 俬 ߣ䇞 ˈ 䘱 䗮 ỢἼ 䙊⸕ ˈ 䘋 堳ỢἼ ༷ Ṹᡆ 㳏 ޼ ˈ 䲔 狠 ˈ ྲ 㞃 㓣 㖖 䗮 Ⅎᷱⷩ 㿴ࡉ 奨㰩 ˈ ⅓ ਨ ሶ ੁ 㓣 㖖 䗮 Ⅎ ᨀ ẋ о 㜓 ॿ䇞 亩 ᷲẋ㗺䛟 ޣ 䙫 lj 仍 ⣽傈䥏ᷱⷩ 䙊⸕ 塏 NJDŽ

6 2 . 7 The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under any provision of any mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or its properties or assets . Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transaction contemplated hereby, will result in the imposition of any security interest upon the Shares . 7. 㜓 ॿ䇞 䙫 ㆮ 㖢઼䘱 䗮 Ọ⎱ ᤏ ṩᦞ 㜓 ॿ䇞䘋 堳䙫ẋ㗺ᷴ Պ ઼ ỢἼ 䘲 䔏ṵ⅓ ਨᡆ ⅝ 䍒ӗ ᡆ 䍴ӗ 䙫 ؍ 䇱 ǃ ٪ ∟ ǃ 䧆 䍱 ਸ਼ᡆ ⅝ẽ ਸ਼ᡆ㶽 䍴 ⷌ ާ ǃ 䇨 ਟ ǃ ⢩ 䇨ᵳ ǃ 㓿䬰ᵳ ǃ ᢗ ➗ ǃ ∋ ߣ ǃ 㲼ị ǃ 㲼 㿴 ǃ 㲼⽲ ǃ 㿴ࡉ ᡆ ᶑ ὲ䛟↙䩨 ˈ Ṇᷴ Պ 䙐ᡀ઼ 㭋䛟 ޣ 䙫 䘍㓖 ˄ 㗇 䇪 㘖 ੖ ⽾∗ 䙊⸕ᡆ 㓿䗷ᰦ䰤 ᧘ 䧢 ˈ ᡆ є 俬 ᳗ 㛰 ˅ ᡆ ⻼ 䎧 ỢἼ ѹ࣑ 䙫 㓸 㭉 ǃ ⎽ ⎸ᡆ ⊇ 䙏 ˈ ᡆ䙐ᡀ 憴⤎∐䚱䙫 ᦏ ⤘ DŽ 㜓 ॿ䇞 䙫 ㆮ 㖢઼䘱 䗮 Ọ⎱ ᤏ ṩᦞ 㜓 ॿ䇞䘋 堳䙫ẋ㗺惤ᷴ Պሬ 凛 ઼ 傈䥏䛟 ޣ 䙫 ᣵ؍ ᵳ 䚱 DŽ 8. Securities Compliance and Restricted Shares . All Shares are restricted securities as defined in Rule 144 promulgated under the Securities Act . 8. ㅖਸ 䇱 ∟㲼䙫 㿴 ⮁Ọ⎱⎾ 䲀 ∝傈䥏 DŽ ᡰ 㛰傈䥏✮ Ѫ ṩᦞ 䇱 ∟㲼⅓ⷪ䙫 ㅜ 144 ᶑ 㿴ࡉ Ḕ⮁ ѹ 䙫⎾ 䲀 ∝傈䥏 DŽ 9. No General Solicitation . Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Shares by any form of general solicitation or general advertising (within the meaning of Regulation D) . 9. 㗇ᷧ 㡜 ࣍䈡 DŽ ⅓ ਨᡆ ỢἼỊ塏⅓ ਨ 䙫 њ ạ✮ ⋑ 㛰憮⎽ᷧ 㡜 ࣍䈡 ᡆ ⅓ Շ ⹦ ੺ ˄ D ᶑ ὲᷲ⮁ ѹ ˅ 䙫㖠⻶ 䚰 㓖 ᡆ 䬰 ୞ 傈䥏 DŽ 10. Certain Fees . Brokers fees, finder’s fees or financial advisory fees or commissions may be payable by the Company with respect to the transactions contemplated by this Agreement . The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this section that may be due in connection with the transactions contemplated by this Agreement . 11. ⢩ ⮁ 䍩 䔏 DŽ ⅓ ਨਟ 僤曧奨 ሩ ṩᦞ 㜓 ॿ䇞 ᤏ 䘋 堳䙫ẋ㗺㔖ế䛟 ය ḔẲ 䍩 䔏 ǃ Ὂ 憸 䍩 䔏 ᡆ㶽 䍴亮䰞䍩 䔏 ᡆᨀᡀ DŽ ሩ ṵ᷵㜓 ॿ䇞 ᤏ 䘋 堳䙫ẋ㗺㛰 ය 䙫ỢἼ 䍩 䔏 ˈ ᡆ 䔘ẽạ ᡆ Ị塏 ẽạ ቡ 㜓䫇 㢲 Ḕ ᨀ ⎱䙫ỢἼ ㊫ ❲䙫 䍩 䔏俳 ᨀ ⇡䙫ỢἼ ㍒ 䎄 ˈ 䇔䍝 ạ✮ᷴ ᢯ᣵ 䍓 Ợ DŽ 11. As of their respective dates, all reports and registration statements (the “SEC Reports”) filed or furnished by the Company with the SEC complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934 , as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading . The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash

7 flows for the periods then ended, subject, in the case of unaudited statements, to normal, year - end audit adjustments . To the knowledge of the Company, there are no material outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports as of the date hereof . 11. ⅓ ਨᨀ ẋ ᡆᨀ ᾂ 㔉䇱 ẋ Պ 䙫 ᡰ 㛰 ᣕ ੺઼ 㳏 ޼༠ 㗵 ˄ ਸ 〠 “ 䇱 ẋ Պᣕ ੺ ” ˅ ˈ 㮶ᷧ㬈䔚 ᣕ ᰦ ˈ ✏ ᡰ 㛰憴⤎㖠杉✮ 䚥 ⾑ 䇱 ∟㲼 ઼ 併 ഭ 1934 ⹛ 䇱 ∟ẋ㗺㲼⎱⅝ ؞ 䇒 Ṹ ˄ “ ẋ㗺㲼 ” ˅ Ọ⎱ 䇱 ẋ Պ ✏⅝Ḕ 亱 ⷪ䙫 㿴ࡉ ઼ 㿴 ⮁䙫奨㰩 ˈ ᒦ ᷻✏ ᨀ ẋ ᰦ ˈ 䇱 ẋ Պᣕ ੺ Ḕᷴ⬿✏ ሩ 憴⤎Ṳ ᇎ 䙫ᷴ ᇎ䱸 䘠 ˈ Ṇ ⋑ 㛰 䚇 ┿ 憴⤎Ṳ ᇎ ᡆ ⾬奨䙫 ؑ᚟ ˈ 䘋 堳 䈟ሬ DŽ 䇱 ẋ Պᣕ ੺ Ḕ ᡰ ⋬ ਜ਼ 䙫⅓ ਨ 䍒࣑ᣕ 塏 ˈ ✏ ᡰ 㛰憴 ⤎㖠杉 ˈ ✮ 䚥 ⾑ ᡰ䘲 䔏䙫 Պ䇑㿴ࡉ 奨㰩 ઼ ✏ ᨀ ẋ ᰦ 䔆㔯䙫 䇱 ẋ Պ 䙫 㿴ࡉ ઼ 㿴 ⮁ ˈ ᒦ ᷻ ⵏᇎ ⎴㘇 䈕 ⭊⺍ ޵ ⅓ ਨ 䙫 䍒࣑⣦ߥ ˈ 㓿㩕⣦ߥ ઼ 䈕 ⭊⺍ 㔃 㝆 ᰦ 䙫 ⧠ 憸 ⍱ ˈ Ἥ✏㜑 㓿ᇑ䇑 䙫 䍒࣑ᣕ 塏䙫 ᛵ ߥ ᷲ ˈ ᓄ Ọ㭊⸟⹛⺍ 㔃 㝆 ᰦ 䙫 䈳 㕛 ᮠ ᦞ Ѫ ↭ DŽ ᦞ ⅓ ਨᡰ⸕ ˈ ✏ỢἼ 䇱 ẋ Պᣕ ੺ᨀ ẋ ᰦ ˈ ᷴ⬿✏ ሩ䇱 ẋ Պ ⅓ ਨ 憸 㶽 惏 㙼ઈ ⇡ ާ 䙫 䇴䇪 ؑ Ḕ憴⤎䙫㜑 ߣ 䙫 䇴䇪 DŽ 12. The Company’s Ordinary Shares (other than the Ordinary Shares to be purchased under this Agreement) are registered pursuant to Section 12 (b) of the Exchange Act and are listed for trading on the Nasdaq Capital Market under the symbol “HPAI . ” There is no suit, action, proceeding, or investigation pending or, to the knowledge of the Company, threatened against the Company by the Nasdaq Capital Market or the SEC with respect to any intention by such entity to deregister the Ordinary Shares or prohibit or terminate the listing of the Ordinary Shares on the Nasdaq Capital Market . The Company has taken no action that is designed to terminate the registration of the Ordinary Shares under the Exchange Act . 13. ⅓ ਨ 䙫㙕 䙊 傈 ᤹➗ 䇱 ∟㲼 12 ˄ b ˅ ᶑ䘋 堳䙢 䇠 ˈ ᒦ ᷻✏ 㓣 㖖 䗮 Ⅎ 䍴 㜓ⷩ ൪ ᷱⷩẋ㗺 ˈ 傈䥏Ị ⸱Ѫ “HPAI” DŽ ᦞ ⅓ ਨᡰ⸕ ˈ ᷴ⬿✏ỢἼ㜑 ߣ 䙫 䇹䇬 ᡆ 䈳ḕՊ ὦ 㓣 㖖 䗮 Ⅎ 䍴 㜓ⷩ ൪ ᡆ 俬 䇱 ẋ Պ 㳏 䬰 ⅓ ਨ 䙫㙕 䙊 傈 ᡆ 䥨㭉 ᡆ 㓸 㭉⅓ ਨ 㙕 䙊 傈✏ 㓣 㖖 䗮 Ⅎᷱⷩ DŽ ⅓ ਨ 㜑憮⎽ẋ㗺㲼ᷲ䙫ỢἼ㗏✏ 㓸 㭉㙕 䙊 傈㳏 ޼ 䙫堳 ࣘ DŽ 14. The Company is not, and immediately after the Closing, will not be, (i) an “investment company” within the meaning of the Investment Company Act of 1940 , as amended or (ii) a Passive Foreign Investment Company, as defined in Section 1297 (a) of the U . S . Internal Revenue Code . 2.13 ⅓ ਨ ⧠ ✏ᷴ㘖 ˈ ᒦ ᷻✏ẋ≙Ḳ ਾ ˈ ᷴ Պ ᡀ Ѫ ˄ i ˅ 1940 ⹛ ᣅ 䍴 ⅓ ਨ 㲼 Ṹ ⎱⅝ ؞ 㭊 Ṹ ⮁ ѹ ᷲ䙫 “ ᣅ 䍴 ⅓ ਨ ” ᡆ 俬 ˄ 2 ˅ 併 ഭ〾 㲼⅟ 1297 ˄ a ˅ ᶑ ᷲ⮁ ѹ 䙫 ⎸ ᶱ ⣽ ഭ ᣅ 䍴 ⅓ ਨ DŽ 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 3 䇔䍝 ᵸ 䉵 䱸 䬆㕒㍃ 䇱 The Purchaser hereby represents and warrants to the Company as follows : 䇔䍝 ạ✏㭋 ੁ ⅓ ਨ 䱸 䘠઼؍ 䇱 ˖ 1. Organization . The Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction with full right, or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder .

8 1. 㓴㓷 DŽ 䇔䍝 ạ Ѫ ✏⅝ ㇑ 䗆४޵ ᾄ㲼 䇮 狏䙫㛰 䲀 䍓 Ợ⅓ ਨ ˈ ᒦᤕ 㛰⭳㕛䙫 ᵳ ∐ ᡆ ㊫ ἣ ᵳ ⊂ ઼ᦸ ᵳ Ọ ㆮ 㖢઼ን 堳㜓 ॿ䇞 Ḕ ᤏ䘋 堳䙫ẋ㗺 ᡆን 堳⅝✏㜓 ॿ䇞 ᡆ ⅝ẽ ॿ䇞 Ḕ䙫 ѹ ࣑ DŽ 2. Authority . The Purchaser has the requisite power and authority to enter into and perform this Agreement and to purchase the Shares being offered to it hereunder . The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary company actions, and no further consent or authorization of the Purchaser or its members or managers, as the case may be, is required . This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with the terms hereof . 2. ᦸ ᵳ DŽ 䇔䍝 ạ㛰 ㆮ 㖢઼ን 堳㜓 ॿ䇞 Ọ⎱ 䍝Ҡ ᾄ㜓 ॿ䇞 ੁ ⅝ 䬰 ୞ 䙫傈䥏 ᡰ 曧䙫 ᵳ ⊂ ઼ᦸ ᵳ DŽ 䇔䍝 ạ ሩ 㜓 ॿ䇞 䙫 ㆮ 㖢 ǃ 䘱 䗮 ઼ን 堳 ઼ ⭳ ᡀ ✏㭋䔘 ᡰ 㛰⾬奨䙫⅓ ਨ ǃ ਸ Չ ∝Ứ ъ ᡆ 㛰 䲀 䍓 Ợ⅓ ਨ 堳 Ѫ ਸ 㲼㛰㔯 ᦸ ᵳ ˈ ᷴ曧奨ⅴ䔘 䇔䍝 ạ ᡆ ⅝ 㪓 Ṳ Պ ǃ 傈 ьՊ ǃ ਸ Չ ạ ǃ ᡀ ઈ ᡆ 㓿 ⨶ 䘋 ᷧ㭌ᾄ ᛵ ߥ ਼᜿ᡆᦸ ᵳ DŽ 㜓 ॿ䇞 ⷙ墒 ਸ 㲼㛰㔯 ᦸ ᵳ ǃ ㆮ 㖢઼ ẋế 㔉䇔䍝 ạ ˈ ᒦ ⷙ ᶴ ᡀᡆ ሶ ✏ ᢗ 堳 ᒦ ẋế ਾ ᶴ ᡀ 䇔䍝 ạ㛰㔯 ઼ާ 㛰 㓖 㝆⊂䙫 ѹ࣑ ˈ ਟṩᦞ ⅝ ᶑ 㬥 ሩ䇔䍝 ạ ᢗ 堳 DŽ 3. Purchase Entirely for Own Account . This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same . By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares . 4. ⭳ ޘ Ѫ 㜓ạ 䍝Ҡ DŽ 㜓 ॿ䇞 㘖 ṩᦞ 䇔䍝 ạ ሩ ⅓ ਨ 䙫 䱸 䘠 о䇔䍝 ạ ㆮ䇒 䙫 DŽ ṩᦞ 䇔 䍝 ạ ሩ 㜓 ॿ䇞 䙫 ㆮ 㖢 ˈ 䇔䍝 ạ✏㭋䡕 䇔 㭋傈䥏㘖 䇔䍝 ạ Ѫ ⅝㜓ạ俳狠ὃ Ѫ Ị ਽ ạ ᡆ Ị ⨶ ạ ᡰ 䍝Ҡ ˈ Ṇ狠 Ѫ ṭ ሩ ⅝ỢἼ惏⇭ 䘋 堳ⅴ 䬰 ୞ᡆ ⇭ 䬰 俳 䍝Ҡ ˈ 䇔䍝 ạ䛕∴ ⋑ 㛰 ᜿ മሩ 㭋傈 䥏 䘋 堳 䬰 ୞ ǃ 惏⇭ ᦸ ᵳ ᡆ ⇭ 䬰 DŽ ṩᦞ 䇔䍝 ạ ሩ 㜓 ॿ䇞 䙫 ㆮ 㖢 ˈ 䇔䍝 ạ 䘋 ᷧ㭌䡕 䇔䇔䍝 ạ 䛕∴ ⋑ 㛰 ઼ ỢἼạ㛰 ਸ਼ ǃ ؍ 䇱 ǃ ॿ䇞 ᡆ ⭰ ᧂ Ọ ੁ ⅝ ᡆㅜ ᷰ㖠 䬰 ୞ ǃ 䖜䇙 ᡆ ↭ 䇨৲о ᣅ 䍴 㭋傈䥏 DŽ 4. Experience of the Purchaser . The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment . 3 . 4 䇔䍝 ạ 㓿傼 DŽ 䇔䍝 ạ অ⤜ ᡆ о ⅝Ị塏ạᷧ 䎧 ˈ ᤕ 㛰嶚 ཏ 䙫 ୶ ъ ઼ 憸 㶽⸕ 䇶 ǃ ༽ ᵲ ⺍ ઼ 㓿傼 Ọ 䇴 ἗ ሩ 㭋傈䥏㜑 ᶕ ᣅ 䍴 䙫 ᇎ䍘 ઼ 仾䲙 ˈ ᒦ ⷙ ᤹ 㭋 ڊ ⇡ 䇴 ἗ DŽ

9 3 . 5 Ability to Bear Risk . The Purchaser understands and agrees that purchase of the Shares is a high - risk investment and the Purchaser is able to afford and bear an investment in a speculative venture having the risks and objectives of the Company, including a risk of total loss of such investment . The Purchaser must bear the substantial economic risks of the investment in the Shares indefinitely because none of the Shares may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration(s) are available . The Purchaser represents that it is able to bear the economic risk of an investment in the Shares and is able to afford a complete loss of such investment . 5. 仾䲙 ᢯ᣵ 僤⊂ DŽ 䇔䍝 ạ ⨶ 姊 ᒦ ਼᜿ ሩ 㭋傈䥏䙫 䍝Ҡ 㘖 ާ 㛰檿 仾䲙 䙫 ᣅ 䍴 ˈ 䇔䍝 ạ㛰僤⊂㔖ế ᒦ ᢯ᣵ ✏ ާ 㛰㜓⅓ ਨ 仾䲙 ઼ 䛕 ḷ 䙫 ᣅ 㜡 ᙗ Ứ ъ Ḕ䙫 ᣅ 䍴 ˈ ⋬ ᤜ 䈕 ᣅ 䍴 ⭳ ޘ ᦏ ⤘䙫 仾䲙 DŽ 䇔䍝 ạ⾬ 享 㗇 䲀 㜆✗ ᢯ᣵ ✏㜓傈䥏Ḕ ᣅ 䍴 䙫䛟 ᖃ 䙫 㓿⍾仾䲙 ˈ ⛇ Ѫ 䲔 狠Ḳ ਾ 㜓 傈䥏 ᤹➗ 䇱 ∟㲼 Ṹᡆ ⷅ 䇱 ∟㲼 䘋 堳㳏 ޼ ᡆ䘲 䔏ṵ 䘉 Ẃ㳏 ޼ 䛟 ޣ 䙫 䉱 ℴ ᶑ 㬥⬿✏ ˈ 傈䥏㗇㲼 墒 䬰 ୞ ǃ ᣥᣬᡆ Ọ⅝ẽ⽉⻶ ༴ 㖞 DŽ 䇔䍝 ạ塏䤡㛰僤⊂ ᢯ᣵ ṵ㭋傈䥏Ḕ䙫 ᣅ 䍴ᒦ 㛰僤⊂ 䍏 ᣵ 㭋 ᣅ 䍴 䙫⭳ ޘ ᦏ ⤘ DŽ 6. Disclosure of Information . The Purchaser has been given access to full and complete information regarding the Company and has utilized such access to the Purchaser’s satisfaction for the purpose of obtaining such information regarding the Company as the Purchaser has reasonably requested . In particular, the Purchaser : (i) has received and thoroughly read and evaluated all the disclosures contained in this Agreement ; and (ii) has been given a reasonable opportunity to review such documents as the Purchaser has requested and to ask questions of, and to receive answers from, representatives of the Company concerning the terms and conditions of the Shares and the business and affairs of the Company and to obtain any additional information concerning the Company’s business to the extent reasonably available so as to understand more fully the nature of this investment and to verify the accuracy of the information supplied . The Purchaser is satisfied that it has received adequate information with respect to all matters which he/she/it considers material to its decision to make this investment . 7. ؑ᚟ᣛ 朙 DŽ 䇔䍝 ạⷙ 㧧 ⎽ ޣ ṵ⅓ ਨޘ 惏 ઼ ⭳㕛䙫 ؑ᚟⑐䚃 ˈ ᷻ⷙỌ 䇔䍝 ạ ਟਸ ⨶ 奨㰩 㧧 ⎽ ޣ ṵ⅓ ਨ 䙫 䘉 Ẃ ؑ᚟ Ѫ 䛕䙫俳ὦ䔏ṭ 䈕 ⑐䚃 DŽ ⢩ ࡛ 䙫 ˈ 䇔䍝 ạ ˖ ˄ i ˅ ⷙ㔝∗ ᒦ ⭳㕛 䰵䈫 ઼ 䇴 ἗ṭ㜓 ॿ䇞 Ḕ䙫 ᡰ 㛰 ᣛ 朙 ˗ ᒦ ˄ ii ˅ ⽾∗ ਸ⨶ 䙫㜡 Պ Ọ ᇑ䰵䇔䍝 ạ奨㰩䙫 狄ờ ᒦ䈒䰞ޣ ṵ傈䥏 ᶑ 㬥 ઼ ᶑ ờỌ⎱⅓ ਨ 䙫 㓿㩕 ઼ Ṳ ࣑ 䛟 ޣ 䙫 䰞仈 ˈ 䇔䍝 ạⷙ Ӿ ⅓ ਨ Ị塏 ༴ ⽾∗ṭ 䘉 Ẃ 䰞仈 䙫姊 ㆄ ˈ Ṇ⽾∗ ਸ⨶ 䙫㜡 Պ㧧 ⎽ ਸ⨶ ⬿✏䙫 ޣ ṵ⅓ ਨ 㓿㩕 䙫 仍 ⣽ ؑ ᚟ DŽ 䇔䍝 ạ⽾∗䙫 䘉 Ẃ 仍 ⣽ ؑ᚟ 嶚Ọὦ⅝ ሩ 㭋 ᣅ 䍴 䙫 ᙗ 䍘 ઼ ⽾∗䙫 ؑ᚟ 䙫↭䡕 ᙗ 䘋 堳 䘋 ᷧ㭌 䙫 ⨶ 姊 DŽ 䇔䍝 ạ塏䤡⅝ⷙ 㓿㧧 ⽾ṭ⅝ 䇔Ѫо 㭋 ᣅ 䍴ߣ ⮁㛰憴⤎ 㚄 ㌫ 䙫 ᡰ 㛰Ṳ⮃㛰 ޣ 䙫嶚 ཏ ؑ᚟ DŽ 7. No other documents . In evaluating the suitability of an investment in the Shares, the Purchaser has not relied upon any representation or other information (oral or written) other than the SEC Reports or as stated in this Agreement . 3.7 㗇⅝ẽ狄ờ DŽ ✏ 䇴 ἗ ሩ ⅓ ਨᣅ 䍴 䙫 ਸ䘲ᙗ ᰦ ˈ 䲔 ṭ 䇱 ẋ Պᣕ ੺ ˈ 䇔䍝 ạ ᒦ 㜑ᾄ 䎆 ṵ㭋 ॿ䇞 Ḕ 䱸 䘠 Ḳ⣽䙫⅝ẽỢἼ⏊ ཤ ᡆ Җ 杉 䱸 䘠ᡆؑ᚟ DŽ

10 3 . 8 Use of Purchase Price . The Purchaser understands, acknowledges and agrees that management of the Company shall have sole and absolute discretion concerning the use of the Purchase Price as well as the timing of such use . 8. 䍝Ҡ Ở Ṭ 䙫ὦ䔏 DŽ 䇔䍝 ạ ⨶ 姊 ǃ ᢯ 䇔ᒦ ਼᜿ ⅓ ਨ㇑⨶ ቲᤕ 㛰ὦ䔏 䍝Ҡ Ở Ṭ 䙫ὦ 䔏㖠⻶ ઼㣡 䬰ᰦ䰤 䙫 অ⤜ ઼ 㔍ሩ ∋ ᯝᵳ DŽ 9. Restricted Securities . The Purchaser understands that the Shares have not been registered under the Securities Act . The transaction contemplated herein is by reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein . The Purchaser understands that the Shares are “restricted securities” under applicable U . S . federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available . The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, except as provided in Section 1 . 3 hereof . The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy . 10. ⎾ 䲀 ∝ 䇱 ∟ DŽ 䇔䍝 ạ ⨶ 姊㭋傈䥏䛕∴ ⋑ 㛰ᾄ ᦞ 䇱 ∟㲼 Ṹ 䘋 堳㳏 ޼ ˈ ⅝⎆⛇㘖 䇱 ∟㲼 Ṹ Ḕ䙫ᷧ ᶑ ⢩ ⮁ 䉱 ℴ ᶑ 㬥 DŽ 㭋 ⢩ ⮁ 䉱 ℴ ᶑ 㬥⎽ ߣ ṵ 䇔䍝 ạ✏㭋 ॿ䇞 塏䤡䙫 ᣅ 䍴 ᜿ᝯ 䙫 ⵏᇎ ᙗ઼ ⅝ 䱸 䘠 䙫↭䡕 ᙗ ˈ Ọ⎱⅝ẽ⛇ ㍐ DŽ 䇔䍝 ạ ⨶ 姊㭋傈䥏㘖 䘲 䔏䙫併 ഭ㚄 䛖઼ ⷅ 䇱 ∟ 㲼ᷲ䙫 “ ⎾ 䲀 ∝ 䇱 ∟ ” ˈ ᷻ ṩᦞ 䘉 Ẃ㲼⽲ ˈ 䇔䍝 ạ⾬ 享 㗇 䲀 㜆✗ ᤱ 㛰傈䥏䛛∗㭋傈䥏 ੁ 併 ഭ 䇱 ∟ẋ㗺 င ઈՊ 㳏 ޼ᒦ ⽾∗ⷅ ᵳ ⊂㜡 ޣ 䙫 䇔 ਟ ˈ ᡆ 䛟 ޣ 䙫㳏 ޼ ઼ ᇑ Ṩ 奨㰩Ḕ㛰 䉱 ℴ ᶑ 㬥⬿ ✏ DŽ 䲔 㜓 ॿ䇞 ㅜ 1 . 3 㬥䙫 㿴 ⮁⣽ ˈ 䇔䍝 ạ ᢯ 䇔 ⅓ ਨ ⋑ 㛰 ሩ 傈䥏 䘋 堳㳏 ޼ ᡆ䙊 䗷ᇑ Ṩ 䙫 ѹ ࣑ DŽ 䇔䍝 ạ 䘋 ᷧ㭌 ᢯ 䇔 ྲ 㞃䛟 ޣ 䙫㳏 ޼ ઼ ᇑ Ṩ 奨㰩Ḕ㛰 䉱 ℴ ᶑ 㬥⬿✏ ˈ 䘉 Ẃ 䉱 ℴ ᶑ 㬥 ሶ Ọ ⤁ 亩 奨㰩 Ѫ ∴ ᨀ ˈ ⋬ ᤜ Ἥᷴ 䲀 ṵ ˈ 䬰 ୞ ᰦ䰤 ઼ 㖠⻶ ǃ 傈䥏䙫 ᤱ 㛰㜆 ઼ о ⅓ ਨ 㛰 ޣ Ἥᷴ⎾ 䇔 䍝 ạ ᧗ ∝䙫奨㰩 ˈ ⅓ ਨ ⋑ 㛰 ѹ࣑ ᷻ ਟ 僤㗇㲼 ┑ 嶚 䘉 Ẃ奨㰩 DŽ 10. No General Solicitation . The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement . 11. 㗇ᷧ 㡜 ࣍䈡 DŽ 䇔䍝 ạ 䍝Ҡ 㭋傈䥏 ᒦ ᷴ㘖⛇ Ѫ ỢἼ✏ỢἼ ᣕ㓨 ǃ ᵲ ⾾ ᡆ ⅝ẽ⩹ Ἲᷱ ਁ 塏䙫 ᡆ ✏ ⭥㿶 ᡆ ⹦ ᫝ ᷱ ᫝ 㔥䙫 ᡆ ✏ỢἼ Պ䇞 ᷱ 䱸 䘠 䙫⹦ ੺ ǃ 狄䫇 ǃ 䙊⸕ᡆ ⅝ẽ ޣ ṵ 㭋傈䥏䙫 ؑ᚟ᡆ ⅝ẽᷧ 㡜 ࣍䈡 ᡆ ᷧ 㡜 ⹦ ੺ DŽ 12. Residence . The Purchaser is presently a bona fide resident of the country represented on the signature page hereof and has no present intention of becoming a resident of any other state, country, or jurisdiction, and the address and Social Security Number/National Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference Number (or other applicable number) set forth on the signature page hereof are the

11 Purchaser’s true and correct residential or business address and Social Security Number/National Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference Number (or other applicable number) . 11. ት ἶ✗ DŽ 䇔䍝 ạ㘖 ㆮ ⬾ 亥 ᷱ ᡰ ປ 䙫 ഭ ⮝䙫 ⵏᇎ ት 㯸 ˈ ᷻䛕∴ ⋑ 㛰 ᡀ Ѫ ⅝ẽỢἼ ⷅ ǃ ഭ ⮝ ᡆ㇑ 䗆४ ት 㯸䙫 ᜿ᝯ ˈ ⏍⣽ ㆮ ⬾ 亥 ᷱ䙫✗✧ ઼ 䤥 ؍ ਧ ᡆ њ Ἲ 㓣〾 ạ 䇶࡛ਧ ˄ ᡆ ⅝ ẽ 䘲 䔏 ਧ⸱ ˅ 㘖 䇔䍝 ạ䙫 ⵏᇎњ ạ ᡆ୶ ъ ✗✧ ઼ 䤥 ؍ ਧ ᡆ њ Ἲ 㓣〾 ạ 䇶࡛ਧ ˄ ᡆ ⅝ẽ 䘲 䔏 ਧ⸱ ˅ ᡆ ⅝ 䳷 Ḣ 䇶࡛ਧ / ⅓ ਨ 㓣〾 ạ 䇶࡛ਧ ˄ ᡆ ⅝ẽ 䘲 䔏 ਧ⸱ ˅ DŽ 12. The Purchaser has been independently advised as to the restrictions with respect to trading the Shares and with respect to the resale restrictions imposed by applicable securities laws, confirms that no representation has been made to it by or on behalf of the Company with respect thereto, acknowledges the risks relating to an investment therein and of the fact that it may not be able to resell the Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the applicable restriction period and compliance with the other requirements of applicable law, or that the Shares are registered under the Securities Act and in compliance with the other requirements of applicable laws, that the Purchaser (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser is solely responsible (and neither the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it may not be able to resell the Shares except in accordance with limited exemptions under applicable securities laws, or that the Shares are registered under the Securities Act, and it agrees that any certificates representing the Shares may bear a legend indicating that the resale of such securities is restricted . 12. 䇔䍝 ạⷙ⽾∗ ය ṵ㭋傈䥏䙫ẋ㗺 䲀 ∝Ọ⎱ὦ䔏䙫 䇱 ∟㲼 㿴 ⮁䙫ⅴ 䬰 ୞䲀 ∝䙫 ⊂ 狏⻡ 䇞 ˈ 䡕 䇔 ⅓ ਨᡆ ⅓ ਨ Ị塏 ἐ 㛰 ሩ ⅝ὃ⇡᷵㭋䛟 ය 䙫 䱸 䘠 ˈ ᢯ 䇔 ය ṵ㭋 ᣅ 䍴 䙫梵 䲙 Ọ⎱⅝ ਟ 僤 㗇㲼✏ὦ䔏䙫 䲀 ∝㜆 㔃 㝆 ઼ ┑ 嶚⅝ẽ 䘲 䔏㲼⽲䙫奨㰩Ḳ∴ ሩ 㭋傈䥏 䘋 堳ⅴ 䬰 ୞ ˈ 䲔 狠✏ 䘲 䔏䙫 䇱 ∟狏㲼 ઼ ⴁ ㇑ 㔦 ㆆ Ḕ㛰 䉱 ℴ㝈㬥 ˈ ᡆ 俬㭋傈䥏ᾄ ᦞ 䇱 ∟㲼 Ṹ 墒㳏 ෋ ˈ ᢯ 䇔䇔䍝 ạ ˄ ᡆ ⅝ẽ᷵ 䇔䍝 ạ ㆮ䇒 䛟 ය ਸ਼ 䙫ạ ˅ অ ⊂ ሩ ṭ姊 䘉 Ẃẋ㗺 䲀 ∝ অ ⊂ 䍏䍓 ˈ 䇔䍝 ạ ሩ 䚥 ⭯ 䛟 ය ⅴ 䬰 ୞䲀 ∝ অ ⊂ 䍏䍓 ˄ ⅓ ਨ ᷴỌỢἼ㖠⻶ ሩ 㭋 䍏䍓 ˅ ˈ 䇔䍝 ạ ⸕ 㘺⅝ ਟ 僤㗇㲼 ሩ 㭋傈 䥏 䘋 堳ⅴ 䬰 ୞ ˈ 䲔 狠 䘲 䔏䙫 䇱 ∟㲼㛰㛰 䲀 䙫 䉱 ℴ㝈㬥 ˈ ᡆ 俬㭋傈䥏ᾄ ᦞ 䇱 ∟㲼 Ṹ 墒㳏 ෋ ˈ ᷻⅝ ਼᜿ ỢἼ㭋傈䥏䙫傈䥏 䇱Җ ᷱ ਟ 僤 ᑖ 㛰塏㗵㭋 䇱 ∟ⅴ 䬰 ୞䲀 ∝䙫ẋ㗺 䲀 ∝ 䈤 㗵 DŽ 13. The Company may complete additional financings, including project financing, in the future in order to develop the business of the Company and to fund its ongoing development ; there is no assurance that such financings or project financings will be available and, if available, on reasonable terms ; failure to obtain sufficient additional funds by way of debt or equity financings or through joint ventures will prevent the continued development of the business of the Company and any such future financings may have a dilutive effect on current security holders, including the Purchaser . 3.13 ⅓ ਨਟ 僤✏ ᑗ᮶ Ѫ ṭ⎸ ኅ ⅓ ਨ ḁ⊈ ઼ Ѫ ⅝㭊✏ 䘋 堳䙫⎸ ኅᨀ ᾂ 䍴 憸俳 䘋 堳 仍 ⣽ 㶽 䍴 ˈ ⋬ ᤜ 亩 䛕 㶽 䍴 ˗ ᷴ ؍ 䇱䘉 ṧ 䙫 㶽 䍴 ᡆ 亩 䛕 㶽 䍴 ᑗ ἁ⬿✏ ˈ ྲ 㞃⬿✏ ˈ ἁ㛰 ਸ⨶ 䙫㝈㬥 ˗ ྲ 㗇㲼 䙊 䗷٪ ∟ ᡆ 傈䥏 㶽 䍴 ᡆ ⅘ ਼ᣅ 䍴 䙫㖠⻶ 㧧 ⽾嶚⤆䙫 仍 ⣽ 䍴 憸 ˈ ᑗ ἁ ࿘ 䡴⅓ ਨ ḁ⊈䙫 ᤱ

12 㔝 ⎸ ኅ ˈ ⏍⣽ỢἼ 䘉 ṧ 䙫㜑 ᮶ 㶽 䍴 ਟ 僤ἁ ሩ⧠ ✏䙫 䇱 ∟ ᡰ 㛰俬 ӗ 䔆䧧 䟺 㔯 ᓄ ˈ ⋬ ᤜ 䇔䍝 ạ DŽ 3 . 14 The Purchaser is solely responsible (and the Company is not responsible in any way) for compliance with all applicable hold periods and resale restrictions under which the Shares are subject . 14. 䇔䍝 ạ ሩ 䚥 ⭯ ᡰ 㛰㭋傈䥏⎾∝ṵ䙫 䘲 䔏䙫 ᤱ 㛰㜆 ઼ ⅴ 䬰 ୞䲀 ∝ ⊂ 狏 䍏䍓 ˄ ⅓ ਨ ᷴỌỢ Ἴ㖠⻶ ሩ 㭋 䍏䍓 ˅ DŽ 15. The Purchaser understands that the purchase of the Shares is a highly speculative investment and that an investment in the Shares is suitable only for sophisticated investors and requires the financial ability and willingness to accept the possibility of the loss of all or substantially all of such investment as well as the risks and lack of liquidity inherent in an investment in the Shares . 15. 䇔䍝 ạ ⨶ 姊 䍝Ҡ 㭋傈䥏㘖 ާ 㛰⽯檿 ᣅ 㜡 ᙗ 䙫 ᣅ 䍴 ˈ ሩ 㭋傈䥏䙫 ᣅ 䍴 ⏑ 䘲ਸ ṵ ༽ᵲ 䙫 ᣅ 䍴 俬 ˈ ᷻奨㰩 ᣅ 䍴 俬 ާ 㛰 ᧕ ⎾⤘⎢ ޘ 惏 ᡆ ⇇ḵ ޘ 惏 ᣅ 䍴 ǃ ✏㜓⅓ ਨ Ḕ ᣅ 䍴 䙫 仾䲙 ઼⍱ ࣘ ᙗ 㕪 Ḷ䙫 㓿⍾ 僤⊂ ઼᜿ᝯ DŽ 16. Confidential Information . The Purchaser agrees that the Purchaser and its employees, agents and representatives will keep confidential and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential information which the Purchaser may obtain from the Company pursuant to financial statements, reports and other materials submitted by the Company to the Purchaser pursuant to this Agreement, unless such information is (i) known to the public through no fault of the Purchaser or his or its employees or representatives ; (ii) becomes part of the public domain other than by a breach of this Agreement ; (iii) becomes known by the action of a third party not in breach of a duty of confidence ; or (iv) is required to be disclosed to a third party pursuant to any applicable law, government resolution, or decision of any court or tribunal of competent jurisdiction ; provided, however, that the Purchaser may disclose such information (i) to its attorneys, accountants and other professionals in connection with their representation of the Purchaser in connection with the Purchaser’s investment in the Company, (ii) to any prospective permitted transferee of the Securities, or (iii) to any general partner or affiliate of the Purchaser, so long as the prospective transferee agrees to be bound by the provisions of this section . 16. ؍ᇶؑ᚟ DŽ 䇔䍝 ạ ਼᜿ 䇔䍝 ạ ઼ ⅝ 䳷 ઈ ǃ Ị ⨶ ǃ Ị塏 ሶሩӾ ⅓ ਨṩᦞ 㭋 ॿ䇞 ᨀ ᾂ䙫 䍒 ࣑ᣕ 塏 ǃ ᣕ ੺઼ ⅝ẽ㜷㖀Ḕ⽾∗䙫 ؍ᇶؑ᚟ 䘋 堳 ؍ᇶ ˈ ᷻ᷴ Պ ᣛ 朙 ǃ 㲫朙 ઼ ὦ䔏 䘉 Ẃ ؑ᚟ ˄ 䲔 狠㘖 Ѫ ṭ巆帑⅝✏⅓ ਨ Ḕ䙫 ᣅ 䍴 ˅ˈ 䲔 狠 䘉 Ẃ ؑ᚟ 㘖 ˖˄ i ˅ ✏㜑⛇ Ѫ䇔䍝 ạ⎱⅝ 䳷 ઈ䗷䭉 䙫 ᛵ ↜ᷲ Ѫ ⤎Ỿ ᡰ⸕ 㘺 ˗˄ ii ˅ ✏ᷴ㘖⛇ 䘍 傳㭋 ॿ ⮁䙫 ᛵ ↜ᷲ ᡀ Ѫ ⅓⅘ 亶 ⟆䙫ᷧ惏⇭ ˗˄ iii ˅ ✏ᷴ㘖⛇ Ѫ ㅜ ᷰ 㖠 䘍 傳 ؍ᇶ 䍓 Ợ 䘋 堳䙫堳 Ѫ 䙫 ᛵ ߥ ᷲ Ѫ ạ ᡰ⸕ ˗ ᡆ ˄ iv ˅ ⛇ ㅜ ᷰ㖠✏ 䘲 䔏 ㇑ 䗆४ 䙫 䘲 䔏㲼⽲ ǃ 㔦⺃ ߣ䇞 ǃ ᡆ 㲼⺔ ߣ ⮁䙫奨㰩ᷲ俳墒 ᣛ 朙 ˗ Ἥ㘖 ˈ 䇔䍝 ạ ਟ Ọ ˄ i ˅ ੁ ⅝⽲ ᐸ ǃ Պ䇑ᐸ ઼ ⅝ẽ ઼ ሩ 㜓⅓ ਨᣅ 䍴 䛟 ޣ 䙫 уъ ạ ઈ ˈ˄ ii ˅ ੁ ỢἼ ਟ 僤䙫㔝∗ℨ 䇨 䙫㭋 䇱 ∟䙫ẋ㗺㖠 ˈ ᡆ ˄ iii ˅ ੁ 䇔䍝 ạ䙫ᷧ 㡜ਸ Չ ạ ᡆ䱴 ኎ ḢἺ ᣛ 朙 䘉 Ẃ ؑ᚟ ˈ ⏑奨 ਟ 僤䙫ẋ㗺㖠 ਼᜿ ⎾∗㜓 ᶑ 㬥䙫 䲀 ∝ DŽ 17. Regulation S Exemption . The Purchaser acknowledges and agrees that none of the

13 Shares have been registered under the Securities Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, and, unless so registered, may not be offered or sold in the United States or to U . S . Persons (as defined herein), except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case only in accordance with applicable state and federal securities laws . The Purchaser understands that the Shares are being offered and sold to him, her or it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares . In this regard, the Purchaser represents, warrants and agrees that : 3.17 S ᶑ ὲ 䉱 ℴ ᶑ 㬥 DŽ 䇔䍝 ạ䡕 䇔 ᷻ ਼᜿ 傈䥏 㜑 ṩᦞ 䇱 ∟㲼 ᡆ 併 ഭ ỢἼⷅ “ 㬍 ⤐ ” 䇱 ∟㲼㳏 ޼ ˈ ᷻ ӵ ✏ 䇱 ∟㲼⮁ ѹ Ḕ䙫狠⅓ Շ 䚰 㓖 ẋ㗺Ḕ 䘋 堳 䚰 㓖 ˈ ᷻ ˈ 䲔 狠 䘋 堳 䈕 ㅹ 㳏 ޼ ˈ ᷴ⽾✏ 併 ഭ ⡪ ޵ ᡆੁ 併 ഭ ạ⣒ ˄ 㿱ॿ䇞 Ḕ⮁ ѹ ˅ ⇡ ୞ ˈ Ἥ㘖 ṩᦞ 䇱 ∟㲼ᷲ㛰㔯㳏 ޼༠ 㗵䙫 ǃ ᡆṩ ᦞ 䇱 ∟㲼Ḕ ਟ 䔏 䉱 ℴ䙫 ǃ ᡆ ᷴ⎾ 䇱 ∟㲼㳏 ޼㿴 ⮁䙫ẋ㗺䙫 ˈ ᷻✏ᷱ 䘠਴ ⿽ ᛵ ߥ ᷲ✮ ㅖਸ 䛟 ޣ ⷅ⎱ 㚄 䛖 䇱 ∟㲼䙫 ᛵ ߥ 䲔 ⣽ DŽ 䇔䍝 ạ ⨶ 姊 ˈ ሶ 奨 ੁ ⅝ ᨀ ᾂ ᒦ ⇡ ୞ 䙫 傈䥏 ᾄ 䎆 ṵ併 ഭ㚄 䛖 ઼ ⷅ 䇱 ∟㲼Ḕ S ᶑ ὲ 㿴 ⮁䙫㳏 ޼ 奨㰩䙫 䉱 ℴ DŽ ⅓ ਨ ሶ ᾄ 䎆 ṵ 䇔䍝 ạ✏ ॿ䇞 憳䙫 䱸 䘠 ǃ ؍ 䇱 ǃ ਸ᜿ ǃ 䡕 䇔 ઼⨶ 姊䙫 ⵏᇎ ᙗ઼ ↭䡕 ᙗ Ѫ ᷱ 䘠 䔏 䙄 о 䛕䙫 ߣ ⮁ 䉱 ℴ ᶑ 㬥✏⅝Ḕ䙫 䘲 䔏 ᙗ ઼ 䇔䍝 ạ 㧧 ⽾ 傈䥏 䙫 䘲 ᖃ ᙗ DŽ ቡ 䘉 ⛩ 俳姧 ˈ 䇔䍝 ạ 䱸 䘠 ˈ ؍ 䇱ᒦ ਼᜿ ˖ (i) The Purchaser is not a U . S . Person and is not an affiliate (as defined in Rule 501 (b) under the Securities Act) of the Company and is not acquiring the Shares for the account or benefit of a U . S . Person . A “ U . S . Person ” means any one of the following : (i) 䇔䍝 ạ狠併 ഭ ạ⣒ ˈ Ṇ狠⅓ ਨ 䙫 ޣ㚄 ạ⣒ ˄ ṩᦞ 䇱 ∟㲼 501 ˄ b ˅ ᶑ 㬥䙫⮁ ѹ ˅ ˈ ᷻ 䇔 䍝 ạ 䍝Ҡ 䙫 傈䥏 ᷴ Ѫ 併 ഭ ạ⣒䙫䛕䙫 ᡆ ∐䚱 DŽ “ 䖤 ഭ ᵸ➩ ” ⮁ ѹѪ ᷲ⇾Ḕ䙫Ợ ᜿ ᷧ ⿽ ˖ (A) any natural person resident in the United States of America; (A) ỢἼ✏併 ഭ 䙫凑 ❦ ạ ት 㯸 ˗ any partnership, limited liability company, corporation or other entity organized or incorporated under the laws of the United States of America; (B) ⟡ṵ併 ഭ 㲼⽲ 㓴㓷 ᡆ 䇮 狏䙫ỢἼ ਸ Չ Ứ ъ ǃ 㛰 䲀 䍓 Ợ⅓ ਨ ǃ ⅓ ਨᡆ 俬⅝ẽ ᇎ Ἲ ˗ any estate of which any executor or administrator is a U.S. Person; (C) Ọ併 ഭ ạ⣒ Ѫᢗ 堳ạ ᡆ㇑⨶ ạ䙫ỢἼ 䍒ӗ ˗ (B) (C)

14 (D) any trust of which any trustee is a U.S. Person; (D) ⎾ ᢈ ạ㘖併 ഭ ạ⣒䙫ỢἼ ؑᢈ ˗ any agency or branch of a foreign entity located in the United States of America; (E) ỢἼἴṵ併 ഭ 䙫⣽ ഭ 㜡 ᶴ 䙫Ị ⨶ ạ ᡆ ⇭㔖 ˗ any non - discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (F) ỢἼ 㓿㓚 ạ ᡆ ⅝ẽ⎾ ᢈ ạ ᤕ 㛰䙫 ˈ Ѫ 併 ഭ ạ⣒䙫∐䚱 ᡰ 䇮 䙫狠 ޘ ᵳҠআ䍖ᡧ ᡆ ㊫ ἣ 䍖ᡧ ˄ 䲔 䍒ӗ ᡆؑᢈ ˅˗ any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and (G) ỢἼ 㓿㓚 ạ ᡆ ⅝ẽ⎾ ᢈ ạ 䇮 狏 ǃ 㓴 ᡀ 䙫 ᡆ ˄ ྲ 㞃㘖 њ ạ ˅ ት 㯸 ᤕ 㛰䙫 ޘ ᵳҠআ䍖ᡧ ᡆ ㊫ ἣ 䍖ᡧ ˄ 䲔 ṭ 䍒ӗ ᡆؑᢈ ˅˗ any partnership, company, corporation or other entity if: (H) ỢἼ ਸ Չ Ứ ъ ˈ 㓴㓷 ǃ ⅓ ਨᡆ ⅝ẽ ᇎ Ἲ ˈ ྲ 㞃⅝ ˖ (E) (F) (G) (H) (1) organized or incorporated under the laws of any foreign jurisdiction; and (1) ⟡ṵỢἼ⣽ ഭ ㇑ 䗆 ✗䙫㲼⽲ 䇮 狏 ᡆ 㓴 ᡀ ˗ ઼ formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors ( as defined in Rule 501(a ) under the Securities Act) who are not natural persons, estates or trusts. (2) 䔘併 ഭ ạ⣒Ọ 䇱 ∟㲼Ḕ ᣅ 䍴 㜑㳏 ޼ 䙫 䇱 ∟ Ѫ Ḣ奨 䛕䙫 ˈ 䲔 狠㘖䔘狠凑 ❦ ạ ˈ 䍒ӗ ᡆؑᢈ 䙫 ᇎ Ἲ䙫 ਸ 䍴 Ṭᣅ 䍴 俬 ˄ ṩᦞ 䇱 ∟㲼 ㅜ 501 ˄ a ˅ ᶑ 㬥 ˅ 䇮 狏 ᡆ 㓴 ᡀᡆ ᤕ 㛰 DŽ (2) (ii) At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Purchaser was outside of the United States. (ii) ✏㭋 ॿ䇞ᔰ ࿻ ⋏ 䙊઼ ㆮ 㖢 㗌 ઼ ॿ䇞 䙫ẋế㗌 ᰦ ˈ 䇔䍝 ạ✏併 ഭ ⡪⣽ DŽ (iii) The Purchaser realizes that the basis for the exemption may not be present if,

15 notwithstanding such representations, the Purchaser has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise . The Purchaser does not have any such intention . (iii) 䇔䍝 ạṭ姊 ˈ ቭ ㇑ ὃ⇡䛟 ޣ䱸 䘠 ˈ Ἥ ྲ 㞃 䇔䍝 ạ 䇔䍝ӵ ᜿ മѪ ✏㜑 ᶕ ᷧ⮁㜆 䰤޵ ᤱ 㛰 傈䥏 ǃ ᡆ Ѫ ⷩ ൪ ᷱ ⏘ ǃ ᡆ Ѫ ✏ⷩ ൪ 㜑ᷱ ⏘ 䙫 ᛵ ߥ ᷲ⇡ ୞ ˈ ࡉ 䉱 ℴ䙫ᾄ ᦞਟ 僤ᷴ⬿✏ DŽ 䇔䍝 ạ ⋑ 㛰ᷱ 䘠᜿ മ DŽ (iv) The Purchaser will not, during the period commencing on the date of issuance of the Shares and ending six months after such date (the “ Restricted Period ”), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U . S . Person for the account or for the benefit of a U . S . Person, unless such Shares have been registered for resale pursuant to the Securities Act, or otherwise in a manner that is not in compliance with Regulation S . (v) 䇔䍝 ạᷴ Պ ✏凑 ਁ 堳傈䥏㗌∗⅝ ਾ 6 њ 㛯㜆 䰤޵ ˄ “ ⎾ 䲀 ∝㜆 䲀 ” ˅ ޵ ˈ ✏併 ഭ䘋 堳 傈 䥏 䙫 䚰 㓖 ǃ ⇡ ୞ ǃ 䍘 ᣬᡆ ⏍⣽ 䖜䇙 ˈ ᡆ Ѫ 併 ഭ ạ⣒∐䚱 ᡆ 䛕䙫 ੁ ⅝ 䖜䇙 ˄ 䲔 狠傈䥏䙫 䖜䇙 ⷙ✏ 䇱 ∟㲼ᷲ㳏 ޼ ˅ˈ ᡆ ỌỢἼ⅝ẽᷴ 䚥 ⭯ S ᶑ ὲ䙫㖠⻶ 䘋 堳 䚰 㓖 ǃ ⇡ ୞ ǃ 䍘 ᣬᡆ ⏍⣽ 䖜 䇙 DŽ (v) The Purchaser will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws . (vi) 䇔䍝 ạ ሶ ✏⎾ 䲀 ∝㜆 䲀 ቺ┑ ਾ ˈ ṩᦞ 䇱 ∟㲼Ḕ䙫㳏 ޼㿴 ⮁ ᡆ 俬 䘲 䔏 䉱 ℴ ᶑ 㬥 ˈ ᒦ ᾄ ➗ 䘲 䔏䙫ⷅ ઼ ⣽ ഭ䇱 ∟㲼 䚰 㓖 ǃ ⇡ ୞ ǃ 䍘 ᣬᡆ 俬 䖜䇙 傈䥏 DŽ (vii) The Purchaser was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option writing or equity swap . (viii) ✏⎾ 䲀 ∝㜆 䲀 ቺ┑ ∴ ˈ 䇔䍝 ạ㜑✏併 ഭ৲о ỢἼ 傈䥏 䙫 আ 䩡 ᡆ 俬ỢἼ ޣ ṵ傈䥏䙫 ሩ ↙ ẋ㗺 ˈ ⋬ ᤜ Ἥᷴ 䲀 ṵ ˈ ỢἼ䛲 ⏘ ǃ 䛲嶳 ᡆ ⅝ẽ㜆 ᵳ ẋ㗺 ˈ 㜆 ᵳ ⇡ ୞ᡆ 傈 ᵳ ṹ ᦒ DŽ (ix) Neither the Purchaser nor or any person acting on his or her behalf has engaged, nor will engage, in any directed selling efforts to a U . S . Person with respect to the Shares and the Purchaser and any person acting on his or her behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act . (x) 䇔䍝 ạ ᡆ ỢἼὃ Ѫ ⅝Ị塏䙫ạ⣒ᷴ僤ⷙ ৲о ᡆ ሶ৲о ỢἼ䛛 ᧕ ሶ 傈䥏⇡ ୞ 㔉 併 ഭ ạ⣒ 䙫堳 Ѫ ˈ ᷻ 䇔䍝 ạ ઼ ỢἼὃ Ѫ ⅝Ị塏䙫ạ⣒ⷙ 䚥 ⭯ ᒦሶ 䚥 ⭯ 䇱 ∟㲼Ḕ S ᶑ ὲ䙫 “ 䚰 㓖 䲀 ∝ ” 奨㰩 DŽ (xi) The transactions contemplated by this Agreement have not been pre - arranged with a buyer located in the United States or with a U . S . Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act .

16 (viii) 㜓 ॿ䇞䇑ࡂ 䙫ẋ㗺㜑 о ✏併 ഭ ⡪ ޵ 䙫 Ҡ ⮝✏ ᡆ о 併 ഭ ạ⣒ 亴 ℯ⭰ ᧂ ˈ Ṇ狠 㿴 䚯 䇱 ∟ 㲼㳏 ޼ 奨㰩 䇑ࡂ ᡆ 㖠 Ṹ Ḕ䙫ᷧ惏⇭ DŽ (ix) Neither the Purchaser nor any person acting on his or her behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares . The Purchaser agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U . S . or its territories, and only in compliance with any local applicable securities laws . (x) 䇔䍝 ạ ᡆ ỢἼὃ Ѫ ⅝Ị塏䙫ạ⣒㜑 䘋 堳 ᡆ 憮⎽ ሩ ṵ 傈䥏 ਟ 墒 ਸ⨶ 亴䇑 ⽘ ૽ 併 ഭ 䙫ⷩ ൪ ᛵ ߥ ǃ ⅝ 亶 ✗ ઼ 䍒ӗ 䙫堳 Ѫ DŽ 䇔䍝 ạ ਼᜿ ᷴὦỢἼ ޣ ṵ 傈䥏 䙫⹦ ੺ ⇡ ⧠ ✏ ᣕ㓨 ᡆ 俬㜆⇱ ᡆ 俬✏ỢἼ⅓⅘ ൪ ᡰ ᕐ䍤 ˈ ᷴ ਁ 堳ỢἼ ޣ ṵ傈䥏䙫 䙊⸕ ˈ 䲔 狠⹦ ੺ ⋬ ਜ਼ 䇱 ∟㲼 S ᶑ ὲḔ䙫 䱸 䘠 ˈ ᒦ ᷻ἴṵ䦢 የ ᷻ᷴ✏併 ഭ ᡆ ⅝ 亶 ✆ ˈ ᒦ ᷻奨 䚥 ⾑ỢἼ ᖃ ✗ ਟ䘲 䔏䙫 䇱 ∟㲼 DŽ (xi) The Purchaser has carefully reviewed and completed the investor questionnaire annexed hereto as Exhibit A . (x) 䇔䍝 ạⷙẻ 㓶ᇑ䰵 ઼ ⭳ ᡀ 䱴 ᖅ A Ḕ䙫 ᣅ 䍴 ạ 䰞 ⍞ 䈳ḕ . 3 . 18 No Advertisements or Direct Selling Effort . The Purchaser is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or via the Internet, or presented at any seminar or meeting . The Purchaser has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares ; provided, however, that the Purchaser may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the Securities Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein . 18. 䥨㭉⹦ ੺ᡆ 䛛 ᧕ ⇡ ୞ DŽ 䇔䍝 ạ ⋑ 㛰䔘ṵ ᡆ 㔗 ⹦ ੺ ǃ 狄ờ ǃ 䙊⸕ᡆ ⅝ẽ✏ỢἼ ᣕ㓨 ǃ ᵲ ⾾ ˈ ᡆ ỢἼ ㊫ ἣ⩹Ἲ ᡆ ⭥㿶 㔝柚㜡 䖜 ᫝ᡆ ṹ 㚄㖁 ᡆ ✏ỢἼ ⹄䇘Պ ᡆ Պ䇞 䙫⅝ẽ⇡ ⡸ Ր ᫝ Ḳ ਾ 䇔䍝 傈䥏 DŽ 䇔䍝 ạ㔝 䍝 傈䥏 ᒦ 狠⟡ṵ ˈ ᷻⅝凑庒ᷴ ৲о ˈ ỢἼ✏併 ഭ ⡪ ޵ޣ ṵ傈䥏 “ 䛛 ᧕ ⇡ ୞ ” ˄ 㿱 S ᶑ ὲḔ⮁ ѹ ˅ˈ ⋬ ᤜ Ѫ 傈䥏 䖜 ୞ 俳 䘋 堳䙫 ਟ 墒 ਸ⨶ 亴䇑 ⽘ ૽ 併 ഭ 䙫ⷩ ൪ ᛵ ߥ 堳 Ѫ ˗ Ἥ ᶑ ờ㘖 ˈ 䇔䍝 ạ ਟ Ọ 䙊 䗷䇱 ∟㲼⎱䛟 ޣ ⷅ 䇱 ∟㲼ᷲ䙫 傈䥏 㳏 ޼ ᡆ ሩ ṵ㳏 ޼㿴 ⮁䙫 䉱 ℴ ᡆ 㜓 ॿ䇞 Ḕ⏍⣽ ᡰ ὃ 㿴 ⮁ ሩ 傈䥏 䘋 堳⇡ ୞ᡆ ⏍⣽ ༴ 㖞 DŽ 19. Economic Considerations . The Purchaser is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment . The Purchaser has relied solely on his or her own advisors .

17 19. 㓿⍾ ⛇ ㍐ DŽ 䇔䍝 ạᷴ僤ᾄ 䎆 ṵ⅓ ਨᡆ ⅝ ޣ㚄 ᡆ Ị ⨶ ޣ ṵ㭋 ᣅ 䍴 Ḕ⋬ ᤜ 䙫 㓿⍾ ⛇ ㍐ DŽ 䇔 䍝 ạ ӵ ᾄ 䎆 ṵ⅝ 亮䰞 DŽ 20. Compliance with Laws . Any resale of the Shares during the “distribution compliance period” as defined in Rule 902 (f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S . Further, any such sale of the Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction . The Purchaser will not offer to sell or sell the Shares in any jurisdiction unless the Purchaser obtains all required consents, if any . 3 . 20 䚥 ⭯㲼⽲ DŽ ỢἼ ṩᦞ S ᶑ ὲᷲ 902 ˄ f ˅ ᶑ 㬥✏ “ ਁ 堳 ਸ 㿴 㜆 ” ޵ 傈䥏 䙫 䖜 ୞ ⾬ 享ӵ ✏ 䚥 ⾑ S ᶑ ὲᷲ㳏 ޼ 䉱 ℴ ᶑ 㬥䙫 ᛵ ߥ䘋 堳 DŽ 俳᷻ ˈ ỢἼ㭋 ㊫ ✏狠併 ഭ ㇑ 䗆 ✗䙫⇡ ୞ 奨 䚥 ⾑ ㇑ 䗆 ✗ 䙫㲼⽲ DŽ 䇔䍝 ạᷴ僤✏ỢἼ ㇑ 䗆 ✗ ਁ ⇡⇡ ୞ᡆ 俬⇡ ୞ 傈䥏䙫 䚰 㓖 ˈ 䲔 狠 䇔䍝 ạ 㧧 ⽾ ᡰ 㛰奨 㰩䙫 ਼᜿ ˄ 㤕 㛰 ˅ DŽ LEGENDS, ETC. 4 . 1 Legends . Each certificate representing the Shares, if any, shall be endorsed with the 4 following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws : 1. ḷ ⾾ DŽ ỢἼ塏 ⧠ 傈䥏 䙫 䇱 㗵 ᓄ ⋬ ਜ਼ Ọᷲ ޵ ⮠䙫 ḷ ⾾傳 Җ ˈ 䱴 ⊇ 䘲 䔏 㚄 䛖ᡆ ⷅ 䇱 ∟㲼奨 㰩⋬ ਜ਼ 䙫 ḷ ⾾ ˖ “THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U . S . PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933 , AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT . ” “ 䈕䇱 ∟ ӵ ੁ 狠併 ഭ ạ⣒ ˄ ާ Ἲ⮁ ѹ䈧৲㿱 併 ഭ 1933 ⹛ 䇱 ∟㲼 ˄ “ 䇱 ∟㲼 ” ˅ ⎱⅝ ؞ 㭊 Ṹ ˅ ᨀ ⇡ 䚰 㓖 ˈ 䈕䇱 ∟ ṩᦞ 䇱 ∟㲼 S ᶑ ὲ㜑✏併 ഭ䇱 ∟ẋ㗺 င ઈՊ 㳏 ޼ DŽ ” “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION . HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT . ” “ 䲔 狠 ㅖਸ 䇱 ∟㲼 S ᶑ ὲ ǃ ṩᦞ 䇱 ∟㲼㳏 ޼㿴 ⮁ ˈ ᡆṩᦞਟ 䔏䙫㳏 ޼ 䉱 ℴ ˈ ᷴ⽾ 䖜䇙䈕䇱 ∟ DŽ 䲔 狠 ㅖਸ 䇱 ∟㲼 㿴 ⮁ ˈ ᷴ⽾ 䘋 堳 ሩ ↙ẋ㗺 DŽ ” 2. Company’s Refusal to Register Transfer of Shares . The Company shall refuse to register any transfer of the Shares not made in accordance with (i) the provisions of Regulation S, (ii) pursuant to an effective registration statement filed under the Securities Act, or (iii) pursuant to an available exemption from the registration requirements of the Securities Act .

18 4.2 ⅓ ਨᤂ 㔍 䙢 䇠 傈 䥏 䖜 䇙 : ᖃ ྲ ᷲ ᛵ ߥ ਁ 䔆 ᰦ ˈ ⅓ ਨ ᓄ ᤂ 㔍 ሩ 䛟 ޣ 傈 䥏 䖜䇙 䘋 堳 䙢 䇠 ˖ ˄ i ˅ 䈕䖜䇙о S ᶑ ὲ䙫䛟 ޣ޵ ⮠ᷴ ㅖ ˗ ˄ ii ˅ 䈕䖜䇙 㜑 ṩᦞ 䇱 ∟㲼 亩 ᷲ ᨀ ẋ䙫㛰㔯㳏 ޼༠ 㗵 䘋 堳 ˗˄ iii ˅ 䈕䖜䇙 ᷴ ㅖਸ 䇱 ∟㲼Ḕ䙫㳏 ޼ 䉱 ℴ 㿴 ⮁ DŽ MISCELLANEOUS 5 5 ‴ᶔ 1. Fees and Expenses . Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement . 2. 䍩 䔏 о 㣡 䍩 DŽ 䲔 狠㭋 ॿ䇞 Ḕ㛰㗵䡕䙫䛟⎴ 㿴 ⮁ ˈ ॿ䇞 Ợᷧ㖠 ᓄ 凑堳㔖ế⅝ о亮 䰞 ǃ ⽲ ᐸ ǃ Պ䇑ᐸ ઼ ⅝ẽ у ⮝㛰 ޣ 䙫 䍩 䔏 о 㣡 䍩 ˈ Ọ⎱ о 㭋 ॿ䇞 䛟 ޣ 䙫 䈸 ∋ ǃ ↭ ༷ ǃ ㆮ 㖢 ǃ ẋế ઼ ᢗ 堳䛟 ޣ 䙫⅝ẽ 㣡 䍩 DŽ 2. Representations and Warranties . The representations and warranties of the Company and the Purchaser shall survive the Closing and delivery of the Shares . 3. 䱸 䘠 о ؍ 䇱 DŽ ⅓ ਨ઼ 䇔䍝 ạ䙫 䱸 䘠 о ؍ 䇱 ✏ẋ≙ ઼ 傈䥏䙫ẋế ਾ ᾄ ❦ 㛰㔯 DŽ 4. Indemnification . 3. 㺕گ (i) The Purchaser agrees to indemnify and hold harmless the Company and each director, officer or agent thereof from and against any and all losses, damages, liabilities and expenses arising out of or in connection with any breach of, or inaccuracy in, any representation or warranty of the undersigned, whether contained in this Agreement or otherwise . (i) ሩ ṵᷧ⇮䔘ṵ 䘍 ⎴㭋 ॿ䇞 Ḕ䙫 ᡆ о Ḳ䛟 ޣ 䙫 䱸 䘠ᡆ؍ 䇱 ᡆ ⅝ᷴ↭䡕 ᙗ 俳 䙐ᡀ 䙫 ᦏ ⤘ ǃ ᦏ ⮚ ǃ ٪࣑ ઼㣡 䍩 ˈ 䇔䍝 ạ ਼᜿ 㺕گᒦ 䉱 ℴ⅓ ਨ ⎱⅝ 㪓 Ṳ ǃ ㇑⨶ ạ ઈ ᡆ Ị ⨶ ạ䙫 䍓 Ợ DŽ (ii) The Company shall indemnify and hold harmless the Purchaser, its officers, agents and employees, each person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses that arise out of or are based upon (i) any breach of, or inaccuracy in, any representation or warranty of the undersigned, whether contained in this Agreement and (ii) any untrue or alleged untrue statement of a material fact contained in the SEC Reports (or any reports filed or furnished by the Company with the SEC hereafter), or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading . (ii ) ⅓ ਨ ᓄᖃ ✏㲼⽲ℨ 䇨 䙫 㤳 ത޵ ⭳ ޘ 㺕گᒦ 䉱 ℴ 䇔䍝 ạ ˈ 䇔䍝 ạ䙫 ㇑⨶ ạ ઈ ˈ 㪓

19 Ṳ ˈ Ị ⨶ ạ⎱ 䳷 ઈ ˈ 㮶ᷧ њ䇔䍝 ạ䙫 ᧗ ∝ạ ˄ 䇱 ∟㲼 15 ᶑ 䙫⮁ ѹ ᡆ 俬ẋ㗺㲼 20 ᶑ 䙫⮁ ѹ ˅ ˈ Ọ⎱㭋 ⿽ ᧗ ∝ạ䙫 ㇑⨶ ạ ઈ ˈ 㪓 Ṳ ˈ Ị ⨶ ạ⎱ 䳷 ઈ ˈ ⋬ ᤜ ᷧ⇮ ᦏ ⤘ ˈ ㍒ 䎄 ˈ ᦏ ⮚ ˈ 䍓 Ợ ˈ 㣡 䍩 ˄ ⋬ ᤜ Ἥᷴ 䲀 ṵ ਸ⨶ 䙫⽲ ᐸ䍩 ˅ˈ Ọ⎱ỢἼ䔘Ọᷲ ᛵ ߥӗ 䔆 ᡆ ⟡ṵỌᷲ ᛵ ߥ 䙫 䍩 䔏 ˄ i ˅ ᷴ 䇪 㘖 ੖ ✏㭋 ॿ䇞 Ḕ ˈ ỢἼ ሩㆮ ⬾ạ 䱸 䘠઼؍ 䇱 䙫 䘍 ⎴ ᡆ ᷴ↭䡕䙫 䱸 䘠 ˈ ˄ ii ˅ ✏ 䇱 ẋ Պᣕ ੺ ˄ ᡆ 俬㭋 ਾ ⅓ ਨᨀ ẋ ᡆᨀ ᾂ 㔉䇱 ẋ Պ 䙫ỢἼ ᣕ ੺ ˅ Ḕ⬿✏䙫 ሩ 憴奨Ṳ ᇎ 䙫ᷴ ᇎ䱸 䘠ᡆ 墒 ᤷ 〠 䙫ᷴ ᇎ䱸 䘠 ˈ ᡆ 俬⬿✏ 䚇 ┿ᡆ 墒 ᤷ 〠䚇 ┿ 憴⤎Ṳ ᇎ ᡆ ⾬奨䙫 ؑ᚟ ˈ 䘋 堳 䈟ሬ DŽ 5 . 4 Waiver, Amendment . Neither this Agreement nor any provisions hereof shall be waived, modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge or termination is sought . 5.4 䉱 ℴ ˈ ؞ 䇒 DŽ 㭋 ॿ䇞 ⎱⅝Ḕ䙫ỢἼ ᶑ 㬥✮ᷴ ᓄ 墒 䉱 ℴ ǃ ؞ 䇒 ǃ ؞ 㔠 ǃ ᫔ 䬰 ᡆ 㓸 㭉 ˈ 䲔 狠墒ᷱ 䘠 㔠 ࣘ ⽘ ૽ 䙫ᷧ㖠Ọ Җ 杉⽉⻶ ਼᜿ DŽ 5 . 5 Section and Other Headings . The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement . 5.5 ᶑ 㬥 ḷ仈о ⅝ẽ ḷ仈 DŽ 㜓 ॿ䇞 Ḕ䙫 ᶑ 㬥 ḷ仈ӵ 䎧 ৲ 俪ὃ䔏 ˈ ᷴ ᓄ ỌỢἼ㖠⻶⽘ ૽ 㜓 ॿ䇞 䙫 ᜿ ѹ ઼ ሩ ⅝䙫姊 䈫 DŽ 5 . 6 Governing Law ; Arbitration . This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof . The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of Shanghai International Arbitration Center for any disputes arising out of or relating to this Agreement and the transactions contemplated hereby . The number of arbitrators shall be three, mutually appointed by the parties . The language of arbitration (including documents) will be English . The decision of the Arbitral Tribunal shall be final and binding . 5 . 6 䘲 䔏㲼⽲ ˗ ộ墨 DŽ 㗇 䇪㓭㓖 ⷅ㲼⽲ ሩ 㲼⽲ 䘹ᤙ 䙫⎆ ࡉ 㛰Ἴ 㿴 ⮁ ˈ 㜓 ॿ䇞 ✮ ᓄ ⎾∗併 ഭ 㓭㓖 ⷅ䙫 ޵ 惏㲼⽲䙫 ㇑ 䗆ᒦ ṩᦞ 䈕 㲼⽲ 䘋 堳姊 䟺 DŽ ॿ䇞ৼ 㖠✏㭋ὃ⇡ᷴ ਟ᫔ 䬰 ᷻㗇 ᶑ ờ䙫 㓖 ⮁ ˖ ਼᜿ 䔘ᷱ ⎧ ഭ䱵 ộ墨Ḕ⾪ ㇑ 䗆 ⛇㜓 ॿ䇞 ⎱⛇㭋 ᤏ䘋 堳䙫ẋ㗺⻼ 䎧 䙫 ҹ䇞 DŽ ộ墨 ઈᮠ 憶 Ѫ 3 ਽ ˈ 䔘 ৼ 㖠⅘ ਼ᤷ ⮁ DŽ ộ墨 䈝 姧 ˄ ⋬ ᤜ 狄ờ ˅ Ѫ 㤡 䈝 DŽ ộ墨墨 ߣ 㘖 㓸 ተ 䙫 ˈ ሩৼ 㖠✮㛰 㓖 㝆⊂ DŽ 5 . 7 Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement . 5.7 ≖㜓 DŽ 㜓 ॿ䇞 ਟ਼ ᰦㆮ 㖢 ⤁ ԭ ≖㜓 ˈ ỢἼᷧ ԭ ≖㜓✏ ㆮ 㖢઼ ẋế ਾ ᓄ㿶 ὃᷧ ԭ 㭊㜓 ˈ ᡰ 㛰≖㜓 о 㭊㜓⅘ ਼ ᶴ ᡀ਼ ᷧ ԭ 㲼⽲狄 Җ DŽ

20 8. Notices . All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid or if delivered by electronic transmission, on the business day of such delivery if sent by 6 : 00 p . m . in the time zone of the recipient, or if sent after that time, on the next succeeding business day : 1. if to the Purchaser: The address included on the signature page. 2. if to the Company: Helport AI Inc. 9171 Towne Center Dr Ste 335 San Diego 92122 Attn: Ethan Devine ; Shen Di E - Mail: Ethan.devine@helport.ai ; Shendi@helport.ai 8. 䙊⸕ DŽ 㜓 ॿ䇞 ᷲ䙫 ᡰ 㛰 䙊⸕ᡆ ⅝ẽ 䙊ؑ ⾬ 享 憮䔏 Җ 杉⽉⻶ ˈ ᒦ ✏ ᤹ Ọᷲ㖠⻶ 䙂 䘱ਾ 㿶Ѫ 㭊⻶ 䘱 䗮 ˈ 䛛 ᧕ 䙂 䘱ᡆ䙊 䗷 ᤲ ਧ ؑ ˈ 奨㰩㔝 ᦞ ˈ 䛞䍴亴 ế ˈ ᡆ䙊 䗷Րⵏ ᡆ ⭥ ⬷ Ր䙂 DŽ ྲ 㞃ṵ㔝ờạ ᡰ ✏ ᰦ४ ᷲ⌯ 6 ⛩ ∴ 䘱 䗮 ˈ 䘱 䗮ᰦ䰤Ѫ 䘱 䗮 䙫ⷌὃ㗌 ᖃ ⤐ ˈ 㤕 ṵᷲ⌯ 6 ⛩ਾ䘱 䗮 ˈ ࡉ 䘱 䗮ᰦ䰤Ѫ ᷲᷧ њ ⷌὃ㗌 ˄ Ọ ਁ 䘱 㖠 ⭥Ր༽ ⍗㜡䔆 ᡀ 䙫 Җ 杉 䘱 䗮 䡕 䇔Ѫ ↭ ˅˖ 1. ྲ䙊⸕ 䇔䍝 ạ ˖ ㆮ ⬾ 亥 Ḕ⋬ ᤜ 䙫✗✧ DŽ 2. ྲ䙊⸕ ⅓ ਨ ˖ Helport AI Inc. 9171 Towne Center Dr Ste 335 San Diego 92122 ⭥ ⬷ 䛞 ㇡ : Ethan.devine@helport.ai ; Shendi@helport.ai 5.9 Binding Effect . The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, permitted successors and assigns. 9. 㓖 㝆㔯㞃 DŽ 㜓 ॿ䇞 䙫 ᶑ 㬥 ሩॿ䇞ৼ 㖠Ọ⎱⅝ 㔗 ᢯ ạ ǃ 㲼⮁Ị塏ạ ǃ 㔗 Ợ俬 ǃ င Ợ俬 ާ 㛰㲼⽲ 㓖 㝆⊂ DŽ 10. Entire Agreement . This Agreement (including the Exhibit hereto) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled . 5.10 ⭳㕛 ॿ䇞 DŽ 㭋 ॿ䇞 ˄ ⋬ ᤜ ⅝Ḕ 䱴 ờ ˅ ᶴ ᡀ ৼ 㖠 ቡ ⅝Ḣ 仈 Ṳ 亩䗮 ᡀ 䙫 ॿ䇞ᶑ 㬥 䙫 ޘ 惏 ઼ ⭳㕛 ༠ 㗵 ˈ ỢἼ⅝ẽ䔘 ৼ 㖠 ቡ ⅝Ḣ 仈 Ṳ 亩䗮 ᡀ 䙫 Җ 杉 ᡆ ⏊ ཤॿ䇞 ቡ 㭋㗵䡕⎽ ⎸ DŽ

21 5 . 11 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction . It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable . 11. ਟ ⇭≙ ᙗ DŽ ྲ 㜓 ॿ䇞 䙫ỢἼ ᶑ 㬥 ǃ 㿴 ⮁ ǃ ཱྀ 㓖 ᡆ䲀 ∝墒ỢἼ ᤕ 㛰 ਨ 㲼 ㇑ 䗆ᵳ 䙫 㲼 䲒 墨⮁ Ѫ 㗇㔯 ǃ 狠㲼 ǃ ᡆ ᷴ ਟ ᢗ 堳 ˈ 㜓 ॿ䇞 䙫⅝ẽ ᶑ 㬥 ǃ 㿴 ⮁ ǃ ཱྀ 㓖 ᡆ䲀 ∝ ሶ ؍ᤱ ⭳ ޘ 㛰㔯 ˈ ᒦ ᷴ⛇㭋✏ỢἼ㖠⻶ᷱ⎾∗⽘ ૽ ǃ ᦏ ✶ ᡆ ὃ ᓏ DŽ ॿ䇞ৼ 㖠 ᓄቭ ⅝ ୶ ъ ᷱ ਸ⨶ 䙫⊑ ⊂ ᢮ ∗ ᒦᇎ 㖤㛦Ị㖠⻶ ˈ Ọ⎽⽾ ᤏ ṩᦞ 墒墨⮁䙫 ᶑ 㬥 ǃ 㿴 ⮁ ǃ ཱྀ 㓖 ᡆ䲀 ∝ 䗮 ∗䙫䛟 ਼ᡆ ⤎ 惏⇭䛟 ਼ 䙫 㔃 㞃 DŽ 12. Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under this Agreement . The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate . 13. 㔸 ⍾ DŽ 䲔 㛰 ᵳᇎ 㖤㜓 ॿ䇞 ᡆ 㲼⽲ 䍻 ṯ䙫 ᡰ 㛰 ᵳ ∐⋬ ᤜ ⎽⽾ 䎄گ 憸Ḳ⣽ ˈ 䇔䍝 ạ ઼ ⅓ ਨ 䘈 㛰 ᵳ ṩᦞ 㭋 ॿ䇞 ⽾∗ ⢩ ⮁ ን 堳 DŽ ॿ䇞ৼ 㖠 ਼᜿ 憸 䫡䎄گ ਟ 僤㗇㲼 ሩ ⛇ 䘍 ⎴ỢἼ 㭋 ॿ䇞 Ḕ䙫 ѹ࣑ 䙐ᡀ 䙫 ᦏ ⤘ 䘋 堳嶚 ཏ 䙫 䎄گ ˈ ᒦ ਼᜿ ✏憸 䫡䎄گ ਟ Ọ 䘋 堳嶚 ཏ䎄گ 䙫 ᛵ ߥ ᷲ㔥 ᘜ ✏ỢἼ 䇹䇬 Ḕ奨㰩 ⢩ ⮁ ን 堳 DŽ 13. Construction . The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto . 14. 姊 䟺 DŽ ॿ䇞ৼ 㖠 ਼᜿ ৼ 㖠 ઼ / ᡆ ⅝ ਴ 凑䙫⽲ ᐸ ⷙ ᇑ䰵ᒦ 㛰㜡 Պ ؞ 䇒 㭋 ॿ䇞 DŽ ⛇ 㭋 ˈ ⇡ ⧠ 㭎 ѹᰦ Ọ ሩ 䎧㥹 㖠ᷴ∐䙫㖠⻶姊 䟺 䙫ᷧ 㡜ᙗ 㿴ࡉ ᷴ 䘲 䔏ṵ㜓 ॿ䇞 ᡆ ỢἼ ؞ 䇒 䙫姊 䟺 DŽ 15. Further Assurances : Each party hereto shall from time to time at the request of the other party hereto do such further acts and execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform and carry out the provisions of this Agreement . The parties hereto agree to act honestly and in good faith in the performance of their respective obligations hereunder . 5 . 14 䘋 ᷧ㭌 ؍ 䇱 DŽ ॿ䇞ৼ 㖠 ᓄ ᷴ ᰦ ✗ ṩᦞ ሩ 㖠䙫奨㰩 ˈ Ѫ ⭳ ᡀ 㜓 ॿ䇞 Ḕ 㓖 ⮁ ˈ ✏ ᡰ 㛰 ਸ⨶ 奨㰩ᷲ ˈ 憮⎽ 䘋 ᷧ㭌堳 ࣘ ઼ ẋế 䘋 ᷧ㭌䙫ⷌ ާ ǃ ཱྀ 㓖 ઼ 狄ờ DŽ ॿ䇞ৼ 㖠✏㭋 ਼᜿ 䈊ᇎᒦⵏ䈊 ✗ ን 堳 ਴ 凑✏㭋 ॿ䇞 Ḕ䙫 ѹ࣑ DŽ

22 5 . 15 Waivers . No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof and thereof, nor shall any delay or omission of any party to exercise any right hereunder and thereunder in any manner impair the exercise of any such right accruing to it thereafter . 15. 䉱 ℴ DŽ ॿ䇞 ỢἼᷧ㖠 ሩ 㜓 ॿ䇞 䙫ỢἼ ᶑ 㬥 ǃ ᶑ ờ ᡆ 奨㰩䙫ỢἼ 䉱 ℴ✮ᷴ ᓄ 墒 㿶 ὃ ሶᶕ 䙫 ᤱ 㔝 ᙗ䉱 ℴ ˈ ᡆ ሩ ⅝ẽỢἼ ᶑ 㬥 ǃ ᶑ ờ ᡆ 奨㰩䙫 䉱 ℴ DŽ 㤕 ॿ䇞 ỢἼᷧ㖠⻝ 䘏 ᡆ 㜑僤 ን 堳㜓 ॿ䇞 Ḕ䙫ỢἼ ᵳ ∐ ˈ ᷴ ᓄሩ 㭋 ᵳ ∐✏Ḳ ਾ 䙫 ን 堳✏ỢἼ㖠⻶ᷱ 䙐ᡀ ᦏ ⮚ DŽ 16. Successors and Assigns . This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Purchaser, as applicable, provided , however , that, subject to federal and state securities laws and as otherwise provided in this Agreement, the Purchaser may assign its rights and delegate its duties hereunder in whole or in part (i) to a third party acquiring all or substantially all of its Shares in a private transaction or (ii) to an affiliate, in each case, without the prior written consent of the Company, after notice duly given by the Purchaser to the Company provided , that no such assignment or obligation shall affect the obligations of the Purchaser hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities, by the provisions hereof that apply to the Purchaser . The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties . Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement . 16. 㔗 ᢯ ạ ઼ 䖜䇙 DŽ ✏ ⋑ 㛰⽾∗ ॿ䇞 ⏍ᷧ㖠 ᨀ ∴ Җ 杉 ਼᜿ ✗ ᛵ ߥ ᷲ ˈ ॿ䇞 䙫Ợᷧ 㖠✮ᷴ僤 ሶ 㭋 ॿ䇞䘋 堳 䖜䇙 DŽ Ἥ㘖 ṩᦞ 㚄 䛖઼ ⷅ 䇱 ∟㲼 ᒦ ✏㭋 ॿ䇞 Ḕ㛰䛟⎴ 㿴 ⮁䙫 ᛵ ߥ ᷲ ˈ 䇔䍝 ạ ਟ Ọ ሶ ⅝ ᵳ ∐ ઼ ѹ࣑ ޘ 惏 ᡆ 惏⇭ 䖜䇙㔉 ˄ i ˅ Ӿ䇔䍝 ạ ༴ 䙊 䗷 䦨ᷲẋ㗺 㧧 ⽾⅝ ޘ 惏 ᡆ 㔍 ⤎惏⇭傈䥏䙫 ㅜ ᷰ㖠 ᡆ ˄ ii ˅ 䇔䍝 ạ䙫ᷲ ኎ ḢἺ DŽ ᷱ 䘠 Ợᷧ ᛵ ߥ ✮ᷴ奨㰩⅓ ਨᡆ ⅝ẽ ৲ о 㭋 䚰 㓖 䙫 䇔䍝 ạ ᨀ ᾂ ᨀ ∴ Җ 杉 ਼᜿ ˈ Ἥ 䇔䍝 ạ ᓄ Ṳℯ ੁ ⅓ ਨਸ 㲼 ᨀ ᾂ 䙊⸕ ˈ 䈤 㗵 䈕䖜䇙 ᷴ Պ ⽘ ૽ॿ䇞 Ḕ䙫 䇔䍝 ạ䙫ỢἼ ѹ࣑ ˈ ᷻⎾ 䇙 㖠 Җ 杉 ਼᜿ ⎾∗ 䘲 䔏ṵ 䇔䍝 ạ䙫 ޣ ṵ墒 䖜 䇙 䇱 ∟䙫 ᶑ 㬥 DŽ 㭋 ॿ䇞 Ḕ䙫 ᶑ 㬥 ᓄ 䘲 䔏ṵ ᒦ㓖 㝆 ॿ䇞ৼ 㖠⽾∗ ਼᜿ 䙫 㔗 ᢯ ạ ઼ ⎾ 䇙 㖠 DŽ 㜓 ॿ䇞 Ḕ ⋑ 㛰ỢἼ㗵䡕 ᡆ 䳀 ਜ਼ ᶑ 㬥㘖 Ѫ ṭ 䍻 ṯ 䲔 ॿ䇞ৼ 㖠 ᡆ ⅝䛟 ᓄ 䙫 㔗 ᢯ ạ ઼ ⎾ 䇙 㖠Ọ ⣽䙫ỢἼ ᖃ Ṳạ㭋 ॿ䇞 Ḕ䙫ỢἼ ᵳ ∐ ǃ 䎄گ ǃ ѹ࣑ ᡆ 䍏٪ ˈ 䲔 狠㭋 ॿ䇞 ⏍㛰㗵䡕 㿴 ⮁ DŽ 17. Choice of Language . This Agreement is written in English and Chinese . If there is any inconsistency between the Chinese and English version, the English version shall prevail . 5.17 䈝 姧 䘹ᤙ DŽ 㜓 ॿ䇞 Ọ 㤡 狄 ઼ Ḕ狄 㕆߉ DŽ ᖃ Ḕ狄 о 㤡 狄 ॿ䇞 狄㜓 ޵ ⮠ᷴᷧ凛 ᰦ ˈ Ọ 㤡 狄 ॿ䇞Ѫ ↭ DŽ [Signature Pages Follow] Ǐ л 亥Ѫㆮ ᆇ 亥 ǐ

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above and agree to be bound by the terms and conditions hereof. Ọᷲ ㆮ ⬾ạ✏ ॿ䇞 ㅜ ᷧ 亥 ᡰ䘠 㗌㜆 ㆮ 㖢 㜓 ॿ䇞 ˈ Ọ㘔 ؑ ⭯ DŽ Company : Helport AI Limited 23 By: 䔘 ˖ Name: Guanghai Li Title: Chief Executive Officer [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOR THE PURCHASER FOLLOWS] Ǐ ᵜ 亥 ࢙л䜘࠶⢩᜿⮉オ ˈ л 亥Ѫ䇔䍝 ạ ㆮ ᆇ 亥 ǐ

PURCHASER SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT 䇔䍝ॿ䇞 䇔䍝 ạ ㆮ ⬾ 亥 The Purchaser hereby elects to purchase 125,000 Ordinary Shares at a per share price of $4.00 for a total purchase price of $500,000.00. 䇔䍝 ᵸ 㘪㸞 ߣ 㟍 ᶣ 500,000 䖤   䉵 ᙫ 悏 仍䍝Ҡ 125000 䘎 㔬 䬠䘎 メ 㪍 䘎 4 䖤   ೲ 24 Date (NOTE: To be completed by the Purchaser): October 2, 2025 㗌㜆 ˄ 㳏 ˖ 䔘 䇔䍝 ạ ປ߉ ˅˖ 2025 ⹛ 10 㛯 2 㗌 DŽ Youth Spring Limited Name of Purchaser 䇔䍝 ạ ਽ 〠 Company No.: 69396 Identification Number Co 䇶࡛ਧ By: 䏯 ワ Name ポ 㜨㔠 マ : CAI Jinghua Title ポ 㙼 ḋ マ : Director Samoa Jurisdiction of Organization 㩽 燌 㪖㘪㘮䉵䑋 䗆४ Date: October 2, 2025 㒣㗝 : 2025 㣞 10 㗆 2 㒣 Address: Vistra Corporate Services Centre, 㘮 㘱 Ground Floor NPF Building, Beach Road, Apia, Samoa

25 Exhibit A 䳋 ᖅ A INVESTOR SUITABILITY QUESTIONNAIRE FOR NON - U.S. INVESTORS AS DEFINED IN RULE 902 OF REGULATION S 㪺 䍴 㑷 䬐㴋㦣 䈳ḕ ポ S ᶑ ṉ 902 㿴ࡉ ㉸ 燝 䖤 ഭ 㪺 䍴 䗕 マ CONFIDENTIAL ㍃㟤 Helport AI Limited (the “ Company ”) will use the responses to this questionnaire to qualify prospective investors for purposes of federal and state securities laws. Helport AI Limited (“ ⅓ ਨ ”) ሶ ὦ䔏Ọᷲ ሩ䰞 ⍞䙫⛅ ㆄ ∋ ᯝ ▌ ✏ ᣅ 䍴 俬㘖 ੖ ✏ 㚄 䛖઼ ⷅ 䇱 ∟㲼ᷲ 䘲Ṭ DŽ Please complete , sign , date and return one copy of this questionnaire as soon as possible, via mail or facsimile, to: 䈧ቭ ᘛ ⭳ ᡀ ǃ ㆮ ⬾ ǃ 㳏㗵㗌㜆 ᒦሶ 㭋 䰞 ⍞䙫 ༽ ⍗ờ ˈ 䙊 䗷䛞 ᇴᡆ Րⵏ 㖠⻶ ਁ ⛅ 凚 ˖ E - mail: ethan.devine@helport.ai ⭥ ⬷ 䛞 ㇡ : ethan.devine@helport.ai

(EXACT NAME AS IT SHOULD APPEAR ON SECURITIES) ポ ᱮ 䟸 㘪 䇱 ⃶ ㉷䉵 ₄䜬 㜨㔠 マ 1. Please indicate the country in which you maintain your principal address and how long you have maintained your principal address in that country. 䈧ປ߉ᛘ Ḣ奨 ት ἶ✗ ഭ ⮝⎱ ት ἶ✏㭋 ഭ ⮝䙫 ᰦ䰤 DŽ Country: ഭ ⮝ ˖ Duration: 㜆 䰤 ˖ Address: Samoa Since June 3, 2015 Vistra Corporate Services Centre Ground Floor NPF Building, Beach Road, Apia, Samoa ✗✧ ˖ Email Address: ⭥ ⬷ 䛞 ờ ˖ jinghuacai@gmail.com jinghuacai@gmail.com You agree that the Company may present this questionnaire to such parties as the Company deems appropriate to establish the availability of exemptions from registration under federal and state securities laws . You represent that the information furnished in this questionnaire is true and correct and you acknowledge that the Company and its counsel are relying on the truth and accuracy of such information to comply with federal and state securities laws . You agree to notify the Company promptly of any changes in the foregoing information that may occur prior to the investment . ᛘ ਼᜿ ˈ ⅓ ਨਟ 僤 ሶ 㭋 䰞 ⍞⇡䤡 㔉 㛰 ޣ ạ⣒Ọ 䇱 㗵⅓ ਨ 䇔Ѫ ✏ 㚄 䛖઼ ⷅ 䇱 ∟㲼ᷲ㭋 傈䥏 䇔䍝 ਟ Ọ 䘲 䔏䙢 䇠 䉱 ℴ DŽ ᛘ 塏䤡✏㭋 䰞 ⍞ ޵ປ߉ 䙫 ؑ᚟ 㘖 ⵏᇎ ⎱㭊䡕䙫 ˈ ᷻ ᛘ ⸕ᚹ ⅓ ਨ ⎱⅝Ị塏 ሶ ᾄ㭋 ؑ᚟ 䙫 ⵏᇎ ↭䡕 ᙗ䚥 ⭯ 㚄 䛖઼ ⷅ 䇱 ∟㲼⽲ DŽ ᛘ ਼᜿ ˈ ✏ ᣅ Youth Spring Limited Name: 26

䍴 ∴ ቡ ∴ 䘠ؑ᚟ਟ 僤⇡ ⧠ 䙫ỢἼ㔠 ࣘሶ ⎱ ᰦ 䙊⸕ ⅓ ਨ DŽ For and on behalf of Youth Spring Limited (Signature) ˄ ㆮ ਽ ˅ CAI Jinghua, Director Name and title/capacity of signing party ㆮ ⬾㖠䙫 ਽ 〠 ᡆ 庒 ԭ Cai Jinghua , Director Date: October 2, 2025 㗌㜆 ˖ 27

28 I. NON - INDIVIDUAL INVESTORS 䐝 1 徦⃄ 燝 њ ᵸ 㪺 䍴 㑷 · If the investment will be made by more than one affiliated entity, please complete a copy of this questionnaire for EACH entity. ྲ 㞃 ሶ 㛰⤁ṵᷧ њ 䛟 ޣᇎ Ἲ 䘋 堳 ᣅ 䍴 ˈ 䈧Ѫ 㮶ᷧ њ ᇎ Ἲ ਴ ⭳ ᡀ ᷧ ԭ 㭋 䈳ḕ · PLEASE PROVIDE COPIES OF THE FORMATION DOCUMENTS ISSUED BY THE COUNTRY IN WHICH YOU WERE FORMED. 䈧 ᨀ ᾂ ᡀ 狏 ᡰ ✏ ഭ ⮝⇡ ާ 䙫 ᡀ 狏狄ờ䙫 ༽ ⍗ờ INITIAL EACH BOX TRUE OR FALSE 㘪 㪍 њ 圦 㴋 ޵ 㓭 㪂㔩䉵 ḋ 䖓 ປ 熹 㜨㔠 桔 㞨 㪋 Disclosure of Foreign Ownership . ⣽ ഭ ᡰ 㛰 ᵳ ؑ᚟ᣛ 朙 1. True True 㘖 False ੖ You are an entity organized under the laws of a jurisdiction other than those of the United States or any state, territory or possession of the United States (a "Foreign Entity") . ᛘѪ 狠併 ഭ ᡆ ỢἼ併 ഭ ⡪ ޵ ᡆᡰ 㛰 ㇑ 䗆ᵳ 䙫ⷅ䙫㲼⽲ ㇑ 䗆ᵳ ᷲ ᡀ 狏䙫 ᇎ Ἲ ˄ ᷧ њ “ ⣽ ഭᇎ Ἲ ” ˅ True 㘖 False ੖ 2. True You are a corporation of which, in the aggregate, more than one - fourth of the capital stock is owned of record or voted by Foreign Citizens, Foreign Entities, Foreign Corporations (as defined below) or Foreign partnerships (as defined below) (a "Foreign Corporation")

estate; and (ii) the estate is governed by foreign law, you 29 ᛘ 㘖ᷧ њᙫ ⅘嵬 䗷 ⛂⇭Ḳᷧ䙫傈䥏 ᡆ 塏 ߣᵳ 䔘⣽ ഭ ⅓ 㯸 ǃ ⣽ ഭᇎ Ἲ ǃ ⣽ ഭ ⅓ ਨ ˄ ᷲ 䘠 ⮁ ѹ ˅ ᡆ ⣽ ഭ ਸ Չ ˄ ᷲ 䘠 ⮁ ѹ ˅ ᤕ 㛰䙫⅓ ਨ ˄ ᷧ њ “ ⣽ ഭ Ứ ъ ” ˅ 3. True 㘖 False ੖ False You are a general or limited partnership of which any general or limited partner is a Foreign Citizen, Foreign Entity, Foreign Government, Foreign Corporation or Foreign Partnership (as defined below) (a "Foreign Partnership") ᛘ 㘖ᷧ њ ᷧ 㡜ᡆ 㛰 䲀ਸ Չ ˈ ⅝ḔỢἼᷧ 㡜ᡆ 㛰 䲀ਸ Չ ạ 㘖⣽ ഭ ⅓㯸 ǃ ⣽ ഭᇎ Ἲ ǃ ⣽ ഭ 㔦⺃ ǃ ⣽ ഭ ⅓ ਨᡆ ⣽ ഭ ਸ Չ ˄ ᷲ 䘠 ⮁ ѹ ˅ ˄ ᷧ њ “ ⣽ ഭ ਸ Չ ” ˅ 4. False You are a representative of, or entity controlled by, any of True 㘖 False ੖ the entities listed in items 1 through 3 above. ᛘ 㘖ᷱ 䘠ㅜ 1 亩 凚 ㅜ 3 亩 ᡰ ⇾䙫ỢἼ ᇎ Ἲ䙫Ị塏ạ ǃ ᡆ 墒 ⅝ ᡰ᧗ ∝䙫 ᇎ Ἲ DŽ Verification of Status as a Non - “U.S. Person” under Regulation S . S ᶑ ὲᷲ狠併 ഭ ạ⣒䙫庒 ԭ 䡕 䇔 1. False You are a partnership or corporation organized or True 㘖 False ੖ incorporated under the laws of the United States. ᛘ 㘖併 ഭ 㲼⽲ᷲ ᡰ 㓴㓷 ᡆᡀ 狏䙫 ਸ Չ ᡆ ⅓ ਨ DŽ True 㘖 False ੖ 2. False You are an estate of which any executor or administrator is a U.S. Person. If the preceding sentence is true, but the executor or administrator who is a U . S . Person is a professional fiduciary and (i) there is another executor or administrator who is a non - U . S . Person who has shared or sole investment discretion with respect to the assets of the

the United States. If the preceding sentence is true, but such 30 may answer “False.” ᛘӗᵳ 䙫 ᢗ 堳ạ ᡆ㇑⨶ ạ㘖併 ഭ ạ DŽ ྲ 㞃∴ 䘠 Ѫ “ 㘖 ” ˈ Ἥ㘖併 ഭ ㉽ 䙫 ᢗ 堳ạ ᡆ㇑⨶ ạ㘖ᷧ ਽ 㙼ъ䍒ӗ ؑᢈ ạ᷻ ˄ 1 ˅ 㛰⏍ᷧ ਽ 狠併 ഭ ㉽ 䙫 ᢗ 堳ạ ᡆ㇑⨶ ạ⅘ ਼ᡆ ⤜ 凑 ቡ ӗᵳ䍴ӗ ὃ⇡ ᣅ 䍴ߣ ⮁ ˗ ᷻ ˄ 2 ˅ ӗᵳ ⎾⣽ ഭ 㲼⽲ 㓖 㝆 ˈ 䈧 ⛅ ㆄ “ ੖ ” DŽ 3. False True 㘖 False ੖ You are a trust of which any trustee is a U . S . Person . If the preceding sentence is true, but the trustee who is a U . S . Person is a professional fiduciary and (i) there is another trustee who is a non - U . S . Person who has shared or sole investment discretion with respect to the trust assets ; and (ii) no beneficiary of the trust is a U . S . Person, you may answer “False . ” ᛘѪ ⎾ ᢈ ạ㘖併 ഭ ạ⣒䙫 ؑᢈ DŽ ྲ 㞃∴ 䘠 Ѫ “ 㘖 ” ˈ Ἥ㘖 併 ഭ ㉽ 䙫⎾ ᢈ ạ㘖 㙼ъ䍒ӗ ؑᢈ ạ᷻ ˄ 1 ˅ 㛰⏍ᷧ ਽ 狠 併 ഭ ㉽ 䙫⎾ ᢈ ạ⅘ ਼ᡆ ⤜ 凑 ቡؑᢈ 䍴ӗ ὃ⇡ ᣅ 䍴ߣ ⮁ ˈ ᷻ ˄ 2 ˅ 㗇併 ഭ ㉽ 䙫 ؑᢈ ⎾䚱ạ ˈ 䈧 ⛅ ㆄ “ ੖ ” DŽ 4. False You are an agency or branch of a foreign entity located in True 㘖 False ੖ the United States. ᛘ 㘖ἴṵ併 ഭ 䙫⣽ ഭᇎ Ἲ䙫Ị ⨶ 㖠 ᡆ ⇭㔖 DŽ True 㘖 False ੖ 5. False You are a non - discretionary or similar account (other than an estate or trust) held by a dealer or fiduciary for the benefit or account of a U.S. Person. ᛘ 㘖 䇱 ∟ 㓿㓚 ạ ᡆ 䍒ӗ ؑᢈ ạ Ѫ 併 ഭ ạ䙫 䍖ᡧ ᡆ ⅝∐䚱 ᤱ 㛰䙫狠 ޘ ᵳҠআ ᡆ 䛟ἣ 䍖ᡧ ˄ 䲔 ӗᵳ ᡆؑᢈ ˅ DŽ True 㘖 False 6. False You are a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized or incorporated, or (if an individual) resident in

outside the United States that is (i) operated for valid True 㘖 False 31 ੖ account is held by a dealer or other professional fiduciary organized or incorporated, or resident in the United States for the benefit or account of a non - U . S . Person, you may answer “False . ” ᛘ 㘖併 ഭ ⡪ ޵䇱 ∟ 㓿㓚 ạ ᡆ ⅝ẽ 㓴㓷 ᡆᡀ 狏 ǃ ᡆት ἶ ˄ ྲ 㞃狠 њ ạ ˅ 䙫 ؑᢈᡰᤱ 㛰䙫 ޘ ᵳҠআ䍖ᡧ DŽ ྲ 㞃∴ 䘠 Ѫ “ 㘖 ” ˈ Ἥ㘖㭋 䍖ᡧѪ 併 ഭ ⡪ ޵ 䙫 䇱 ∟ 㓿㓚 ạ ᡆ ⅝ẽ 㓴㓷 ǃ ᡀ 狏 ǃ ᡆት ἶ䙫 㙼ъ ؑᢈ Ѫ 狠併 ഭ ạ 䍖ᡧ ᡆ ⅝∐ 䚱 ᤱ 㛰䙫 䍖ᡧ ˈ 䈧 ⛅ ㆄ “ ੖ ” DŽ True 㘖 False ੖ 7. False You are a partnership or corporation that was organized under the laws of any foreign jurisdiction by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act not organized or incorporated . If the preceding sentence is true, but you were organized or incorporated and are owned by accredited investors (as defined in rule 501 (a) of Regulation D) who are not natural persons, estates or trusts, you may answer “False . ” ᛘ 㘖䔘併 ഭ ạ✏ỢἼ⣽ ഭ ㇑ 䗆ᵳ 㲼⽲ᷲ ᡀ 狏䙫 Ѫ 㜑 㓿䇱 ∟㲼㳏 ޼ 䙫 䇱 ∟ ᣅ 䍴 ਸ Չ ᡆ ⅓ ਨ DŽ ྲ 㞃∴ 䘠 Ѫ “ 㘖 ” ˈ Ἥ ᛘ 㛥䔘 ਸ 䍴 Ṭ 䙫 ᣅ 䍴 俬 ˄ 狠凑 ❦ ạ ǃ ӗᵳ ᡆؑᢈ ˅ ᡰᡀ 狏 ᡆ ⻡狏᷻ ᤕ 㛰 ˄ D ᶑ ὲᷲ 501 ˄ a ˅ 㬥⮁ ѹ ˅ˈ 䈧 ⛅ ㆄ “ ੖ ” DŽ True 㘖 False ੖ 8. False You are an employee benefit plan established and administered in accordance with the law and customary practices and documentation of a country other than the United States. ᛘ 㘖 ᤹➗ 狠併 ഭ 䙫 ഭ ⮝䙫㲼⽲ ᡆ ᜟ 䔏 ڊ 㲼 ઼ 狄ờ⻡狏 ઼ ㇑⨶ 䙫 㙼 ⷌ䥶∐ 䇑ࡂ DŽ 9. False You are an agency or branch of a U.S. Person located

32 ੖ business reasons ; (ii) engaged in the business of insurance or banking ; and (iii) subject to substantive insurance or banking regulation, respectively, where located . ᛘ 㘖✏併 ഭ ⡪⣽䙫併 ഭ ạ⣒䙫Ị ⨶ ạ ᡆ ⇭㔖 ˄ 1 ˅ Ѫ 㛰 㔯 ъ࣑ ⎆䔘 㓿㩕 ˗ ˄ 2 ˅ ৲о ؍ 䲙 ᡆ 䬦 堳 ъ࣑ ˗ ᷻ ˄ 3 ˅ ⎾ ᡰ ✏✗ ާ Ἲ ؍ 䲙 ᡆ 䬦 堳 㿴 ⮁ 㓖 㝆 DŽ 10. False You are the International Monetary Fund, the International True 㘖 False ੖ Bank for Reconstruction and Development, the Inter - American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, or one of their agencies, affiliates or pension plans . ᛘ 㘖 ഭ䱵䍗ᐱ ⟡憸 ǃ Ѫ 憴⻡ ᡆ ਁ ኅ 䙫 ഭ䱵䬦 堳 ǃ 併 ഭ ⡪ ޵ਁ ኅ 䬦 堳 ǃ ӊ ⍢ ਁ ኅ 䬦 堳 ǃ 狠 ⍢ ਁ ኅ 䬦 堳 ǃ 㚄 ਸ ഭ ᡆ ẽ Ԝ ⅝ᷧ䙫Ị ⨶ 㖠 ǃ ޣ㚄 㖠 ᡆ ޫ 狑 䇑ࡂ DŽ

II. SIGNATURE 䐝 2 徦⃄ ㆮ 㞨 You agree that the Company may disclose this questionnaire to such parties as the Company deems appropriate to establish the availability of exemptions from registration under federal and state securities laws . You represent that the information furnished in this questionnaire is true, complete and correct and you acknowledge that the Company and its counsel are relying on the truth and accuracy of such information to comply with U . S . federal and state securities laws . You agree to notify the Company promptly of any changes in the foregoing information that may occur prior to the investment . ᛘ ਼᜿ ˈ ⅓ ਨਟ 僤 ሶ 㭋 䰞 ⍞⇡䤡 㔉 㛰 ޣ ạ⣒Ọ 䇱 㗵⅓ ਨ 䇔Ѫ ✏ 㚄 䛖઼ ⷅ 䇱 ∟㲼ᷲ㭋 傈䥏 䇔䍝 ਟ Ọ 䘲 䔏䙢 䇠 䉱 ℴ DŽ ᛘ 塏䤡✏㭋 䰞 ⍞ ޵ປ߉ 䙫 ؑ᚟ 㘖 ⵏᇎ ⎱㭊䡕䙫 ˈ ᷻ ᛘ ⸕ᚹ 㜓⅓ ਨ ⎱⅝Ị塏 ሶ ᾄ㭋 ؑ᚟ 䙫 ⵏᇎ ↭䡕 ᙗ䚥 ⭯ 㚄 䛖઼ ⷅ 䇱 ∟㲼⽲ DŽ ᛘ ਼᜿ ˈ ✏ ᣅ 䍴 ∴ ቡ ∴ 䘠ؑ᚟ਟ 僤⇡ ⧠ 䙫ỢἼ㔠 ࣘሶ ⎱ ᰦ 䙊⸕ 㜓⅓ ਨ DŽ Name of Entity: Youth Spring Limited ᇎ Ἲ ਽ 〠 : Youth Spring Limited (Signature) ˄ ㆮ ⬾ ˅ : CAI Jinghua Name of Signing Party ㆮ ⬾㖠 ਽ 〠 : CAI Jinghua Director Title of Signing Party ㆮ ⬾㖠 㙼 ἴ ˖ Director Date: 㗌㜆 ˖ October 2, 2025 October 2, 2025 33