DISTRIBUTION AGREEMENT

Between

HUAWEI DEL PERU S.A.C.

And

Rash Peru S.A.C.

Agreement No.
 Contract No.

TABLE OF CONTENTS
TERMS AND CONDITIONS .................................................................................................... PAGE
1 PRIORITY AMONG DOCUMENTS .......................................................................................................................... 3
2 DEFINITIONS ............................................................................................................................................................. 3
3 APPOINTMENT AND CERTIFICATION .................................................................................................................. 5
4 TERRITORY ................................................................................................................................................................ 6
5 PRODUCT AND PRICE .............................................................................................................................................. 7
6 PSI REPORT ................................................................................................................................................................ 8
7 FORECAST ................................................................................................................................................................. 8
8 PURCHASE ORDER PROCESSING ......................................................................................................................... 9
9 PACKAGING AND DELIVERY ............................................................................................................................... 10
10 TITLE AND RISK ......................................................................................................................................................11
11 DELIVERY INSPECTION .........................................................................................................................................11
12 PAYMENT TERM ..................................................................................................................................................... 12
13 TAXES ....................................................................................................................................................................... 13
14 AFTER SALES SERVICES ....................................................................................................................................... 13
15 DISCONTINUATION OF PRODUCTION ............................................................................................................... 13
16 REPRESENTATIONS AND WARRANTIES ............................................................................................................ 14
17 INTELLECTUAL PROPERTY RIGHTS .................................................................................................................. 14
18 MUTUAL INDEMNITY ........................................................................................................................................... 18
19 LIMITATION OF LIABILITY .................................................................................................................................. 19
20 FORCE MAJEURE .................................................................................................................................................... 19
21 CONFIDENTIALITY ................................................................................................................................................ 20
22 EXPORT CONTROL ................................................................................................................................................. 21
23 NO BRIBERY ............................................................................................................................................................ 22
24 NO MONEY LAUNDRY OR TERRORIST FINANCING ....................................................................................... 23
25 CYBER SECURITY .................................................................................................................................................. 24
26 NON-ASSIGNMENT ................................................................................................................................................ 25
27 NOTICES ................................................................................................................................................................... 25
28 GOVERNING LAW AND DISPUTE RESOLUTION .............................................................................................. 25
29 AUDIT ....................................................................................................................................................................... 26
30 TERM AND TERMINATION ................................................................................................................................... 26
31 MISCELLANEOUS ................................................................................................................................................... 28

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 Contract No.

This DISTRIBUTION AGREEMENT (“Agreement”) is entered into by and between:

HUAWEI DEL PERU S.A.C., a company incorporated in Peru and having its registered office at Calle Las
Begonias 415, Int. 2301, San Isidro, Lima 27, Peru (hereinafter referred to as “Huawei”); and

Rash Peru S.A.C., a company incorporated in Peru and having its registered office at Av. Salaverry 3310,
Magdalena del Mar 15076, Peru (hereinafter referred to as “Distributor”).

Huawei or Distributor may be respectively referred to as a “Party”, and collectively as the “Parties”.

WHEREAS, Huawei wishes to appoint Distributor as a distributor of the Products in the Territory, and
Distributor wishes to accept such appointment pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, each party’s Affiliates may transact business under this Agreement and place/accept Purchase
Orders that incorporate the terms and conditions of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1 PRIORITY AMONG DOCUMENTS

Huawei and Distributor may choose to enter into one or more Annex(es) or Purchase Order(s) that incorporate
this Agreement by reference. In the event of any conflict between the provisions of this Agreement, the Annex
or a Purchase Order, the following order of priority shall apply to the extent necessary to resolve the conflict or
inconsistency:

1) Clauses of this Agreement;

2) The relevant Annex(es);
3) The quantity, price and delivery terms of the relevant Purchase Order(s);

In case Huawei has made some special offer to certain products based on the condition that such products will
not be entitled to any price protection or rebate stipulated in the Agreement, Huawei shall state such special
condition clearly in the price quotation file. Such special condition shall prevail the related price protection or
rebate terms in the Agreement.

2 DEFINITIONS

In this Agreement, except as otherwise provided, the following words and expressions shall have the meanings
defined hereinafter.

Affiliates shall mean any corporation, company or other business entity that directly or indirectly
controls or is controlled by or under the common control of a Party. For this purpose “control” means
the direct or indirect ownership of in aggregate fifty percent (50%) or more of voting capital.

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Agreement The agreement herein shall consist of Co-operation and Distribution Agreement, Annex
and PO.

Annex shall mean an Annex issued pursuant to and subject to the terms and conditions of this
Agreement. Each Annex, once executed by both Parties hereto, shall be incorporated into this
Agreement by reference. In connection with each Annex, the Parties shall designate those actions,
responsibilities and services to be respectively provided by the Parties.

Business Day shall mean any day between Monday and Friday excluding any public holidays in the
Territory, provided Saturday and Sunday shall be viewed as Business Days subject to governmental
decision(s).

Confidential Information shall mean all financial, commercial, technical or other information, product
information, know-how, trade secret (whether written, oral or in electronic form or on magnetic or other
media) concerning the business and transactions of either Party that the other Party obtains, receives
or has access to directly or indirectly. Such confidential information may be marked or stated to be
confidential, or is reasonably intended to be confidential by its nature.

End-User shall mean a final purchaser or licensee that has acquired Products for its own use only and
not for resale.

Intellectual Property Rights or IPR shall mean any and all rights in any invention, discovery,
improvement, patent, copyright, design, trade mark, mask work right or circuit layout right, and any and
all rights of whatever nature in computer software and data, trade secrets, know-how, drawings,
specifications, documents, plans, reports, diagrams and other data that has been reduced to writing
(whether in physical or electronic form), and any and all intangible rights and privileges of a nature
similar to any of the foregoing, in every case in any part of the world and whether or not registered, and
shall include all rights in any applications and granted applications for any of the foregoing.

Last Buy shall mean last opportunity for Distributor to purchase a Product which will soon be
withdrawn from marketing in the Territory by Huawei.

Price Quotation shall mean a statement of the current market price of a Product provided and
updated by Huawei in the forms agreed by both parties.

Products shall mean any hardware, Software and related documentation that Huawei provides to
Distributor under this Agreement.

PSI Report shall mean the Purchase, Sales and Inventory Report issued by Distributor , which states
respective information in terms of purchase, sale and inventory, including but not limited to date of
sale, product model, list of IMEI numbers, sell-in, sell-through and inventory figures for all Products,
and names and quantities of covered sales accounts.

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Purchase Order or PO shall mean the order(s) issued by Distributor to Huawei for the purchase of
Products. The Purchase Order shall only be valid when duly accepted by Huawei in accordance with
Clause 8.3.

Software shall mean the machine readable (object code) version of computer programs developed or
marketed by Huawei and related documentation for which Huawei grants End-User the licenses for
use.

Taxes shall mean any and all taxes, including but not limited to income tax, withholding taxes, Value
Added Tax (VAT), sales tax or analogous tax, stamp duty, tariffs, fiscal charges and other dues or any
similar tax-related charges or levies of whatsoever nature imposed, levied or assessed by any
governmental authorities within the Territory in accordance with present or future laws/regulations in
the Territory.

Trademark(s) shall mean those trademarks, trade names, service marks, slogans, designs, distinctive
advertising, labels, logos, and other trade-identifying symbols as are or have been developed and used
by Huawei or any of its Affiliate companies anywhere in the world and which Huawei owns or has the
right to use in the Territory.

Territory shall mean the Republic of Peru in which the Parties will conduct business under this
Agreement.

3 APPOINTMENT AND CERTIFICATION

Appointment. Subject to the terms and conditions of this Agreement, Huawei hereby appoints
Distributor as Huawei’s authorized non-exclusive, revocable distributor of the Products in the Territory.

Relationship of Parties. During the term of this Agreement the relationship between Huawei and
Distributor is solely that of vendor and vendee. Distributor, its agents, and employees shall, under no
circumstances, be deemed representatives or agents of Huawei for any purpose whatsoever. Nothing
in this Agreement or any Purchase Order is intended to or shall operate to create or imply partnership
or joint venture of any kind between the Parties, or to authorize either Party to act as agent for the other,
and neither Party shall have authority to act in the name or on behalf of or otherwise to bind or obligate
the other in any way.

Certification. Distributor shall provide the latest information, including, but not limited to, any change
of certification information, any change of the shares of its shareholder, business registration details,
annual financial statements and auditor’s report, to prove that Distributor is qualified to be certified by
Huawei to continue to distribute Products as an authorized Distributor. Distributor shall apply new
certification after changing its direct or indirect controller. If, at Huawei’s discretion, Distributor is not

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qualified any more, Huawei may revoke the distribution qualification of Distributor and terminate any
agreements between Parties without any liability. Distributor shall not sell, resell, or distribute the
Products upon the termination of this Agreement made by Huawei according to this Clause, provided
that Distributor can distribute Products remaining in Distributor’s inventory.

Huawei shall be entitled to terminate the appointment and certification of Distributor, terminate this
Agreement according to Clause 30 (“Term and Termination”) when Distributor is in breach of this
Clause 3.

4 TERRITORY

Distributor acknowledges that the Products provided by Huawei under this Agreement can only be sold
in the Territory, considering package, standard/format, market-access requirement, quality
certification, language, user’s habit, warranty service, and any other aspects can only meet relevant
laws and regulations in the Territory.

Distributor further acknowledges that, in case it resells and distributes the Products out of the Territory
which may result in following results:

 the end user cannot use the Products as normal; or

 the end user cannot get warranty/after-sale service(s) locally; or
 relevant government initiates investigations, or give punishment to Huawei and or its local
subsidiary; or
 Huawei and/or its local subsidiary suffers losses, tangible/intangible damages arisen out of any
compliant from end-user.

Considering 4.1 and 4.2, Distributor undertakes that itself will not sell, resell, distribute, solicit orders,
market Products out of Territory; it also undertakes to prohibit its sub-contractor, agent, Distributor,
customer and employees from doing so.

Evidence shall be provided by Distributor, subject to Huawei’s notification, to prove that the Products
are delivered to Distributor’s warehouse in Territory, including but not limited to custom clearance
certificate, bill of landing or air waybill. In the event it is found that the Products were sold, resold,
distributed or marketed outside of Territory, in addition and without prejudice to all other rights or
remedies available to Huawei, Huawei is entitled, at Huawei’s reasonable discretion, to:

(i) Suspend or cease providing Distributor with the Products;

(ii) Claim a liquidated damages/penalties up to fifty percent (50%) of the sales price of each Product
being sold out of Territory;

(iii) Lower credit rating of Distributor in Huawei’s internal managing system; and

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(iv) Terminate this Agreement forthwith and require Distributor to indemnify all the losses and
damages incurred thereof.

Distributor shall not sell Product outside of its designated territory and is strictly prohibited from selling
Product into the United States (“US”) since such Product does not have the proper specifications and
technical requirements as set forth by the United States Federal Communications Commission (FCC)
for products that are to be sold in the US. Failure to abide by this requirement constitutes a material
breach of this Agreement and will result in Huawei having the right to immediately terminate this
Agreement as well as Distributor being liable for all indirect and direct damages incurred by Huawei. To
the extent such a failure to abide by this requirement results in third party claims, Distributor will fully
indemnify Huawei against all direct or indirect losses, damages, claims, actions, proceedings, costs
and expenses (including, without limitation, attorney’s fees and disbursements).

5 PRODUCT AND PRICE

Subject to the terms and conditions of the Agreement, Huawei acknowledges to sell to Distributor and
Distributor acknowledges to purchase from Huawei the Products and accessories at the prices set
forth in the Price Quotation provided and updated by Huawei from time to time.

The prices in the Price Quotation are subject to change with written notice (including but not limited to,
by fax, post or email) by Huawei to the Distributor.

Huawei may communicate a recommendation on Distributor’s selling price of the Products in

accordance with relevant competition laws and regulations (if any).

All of Huawei’s commercial offers, including but not limited to price quotation, rebate/incentive offer,
marketing support fund offer, bidding document, demo devices, samples, in the form of agreements or
any other (hereinafter referred as “Huawei Offers”), shall be effective only upon approval by one of the
following authorized personnel:

Name Title Email

Mr. Yue Yang Director of Huawei Device Peru Rep. Office alex.yueyang@huawei.com
Mr. Li Zhuohuang GTM Manager of Huawei Device Peru Rep. Office vicente.li@huawei.com

The personnel listed in the above table is subject to change by Huawei from time to time upon a written
confirmation sent to Distributor through the email address DevicePpub@huawei.com (“Official Email”).

All of your emails confirming your acceptance or rejection of such Huawei Offers must be sent to the
Official Email.

Huawei Offers that are not signed by the above authorized personnel, or any of Distributor’s reply to
Huawei Offers that are not sent to the Official Email will be deemed ineffective to Huawei, and Huawei
shall not be liable or binding to such Huawei Offers.

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6 PSI REPORT

Distributor is required to have system integration with Huawei prior to the first shipment of Huawei’s
product, in order to provide PSI data to Huawei.

PSI report shall contain full, complete and accurate books of account and records with regard to its
activities under this Agreement, including but not limited to date of sale, Product model, list of IMEI
numbers, respective quantities in terms of purchase, sale and inventory, and records of the sales of the
Products including names and quantities of covered sales accounts. Subject to the applicable laws and
regulations, PSI Report shall be provided by Distributor daily or in real time through system integration.
Huawei reserves the right to audit the Distributor’s physical warehouse or data system to inspect
Distributor’s records subject to a prior notification. In the event of any discrepancies between each
other’s Records, both Parties will discuss and settle such discrepancy in good faith.

PSI report provided by Distributor to Huawei shall be imported into Huawei PSI Management System,
through system integration or other means as agreed between the Parties. The data presented in such
PSI Management System will be used directly for the purpose of settling conditional rebate, price
protection or temporary incentive whereas applicable. In case Distributor identifies any discrepancy
between the system data and the real data according to its own record, Distributor shall immediately
notify Huawei and present the related proofs. The Parties shall resolve such dispute or discrepancy in
good faith. Therefore, the accuracy of such data shall be over 95%.

7 FORECAST

The Parties shall have regular CPFR (collaborative purchase forecast and replenishment) meetings to
review the PSI data and work out the sales forecast and delivery plan together.

On the Effective Date, and before 12:00 p.m. every Monday thereafter, Distributor shall provide
Huawei with a rolling forecast stating the quantity of Product(s) that Distributor anticipates purchasing,
by Product model and color, in each of the next consecutive thirteen (13) full weeks following the week
in which the forecast is issued, in accordance with the following template (the numbers herein are for
reference only).

Provided in 2015 W53

Sales Forecast for the next 13 weeks
4 Jan ~ 11 Jan ~ 18 Jan ~ 25 Jan ~ 1 Feb ~ 8 Feb ~ 15 Feb ~ 22 Feb ~ 29 Feb 7 Mar 14 Mar 21 Mar 28 Mar
Day/Month
10 Jan 17 Jan 24 Jan 31 Jan 7 Feb 14 Feb 21 Feb 28 Feb ~6 Mar ~13 Mar ~20 Mar ~27 Mar ~3 Apr
Model Color W1 W2 W3 W4 W5 W6 W7 W8 W9 W10 W11 W12 W13 W14 W15
Silver 800 800 800 800 800 800 800 800 800 800 800 800 800
Mate
Black 800 800 800 800 800 800 800 800 800 800 800 800 800
8
Golden 800 800 800 800 800 800 800 800 800 800 800 800 800

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800 800 800 800 800 800 800 800 800 800 800 800 800
G625
800 800 800 800 800 800 800 800 800 800 800 800 800

Week 1 refers to the current week in which the forecast is issued, Week 2 is the next week following
the week in which the forecast is issued, Week 3 is second week following the week in which the
forecast is issued, etc. Forecasts for Week 1 to Week 4 shall be treated as Distributor’s fixed purchase
demand (100% accurate), while forecast for Week 5 to Week 8 shall be deemed 80% accurate (“Firm
Forecast”).

Where the modification or cancellation by Distributor in any Firm Forecast (or failure to place Purchase
Order in accordance with any Firm Forecast), Distributor shall be liable to pay to Huawei for any or all
damages or loses incurred by Huawei for the purpose of manufacturing or delivering Products in
accordance with Distributor’s Firm Forecast adjusted.

8 PURCHASE ORDER PROCESSING

All purchases of Products shall be initiated by Distributor’s issuance of a purchase order sent in writing
(“Purchase Order or PO”) which shall be finalized and issued by Distributor in accordance with the
forecast, and governed by and automatically incorporate the terms and conditions of this Agreement,
including its Annexes or other attachments. Other than expressly provided for herein or agreed by the
Parties, any additional or preprinted terms or conditions different than this Agreement shall be null,
void, and of no effect.

Each Purchase Order shall include all material terms necessary for the purchase of the Products,
including but not limited to the quantity and type of Products, unit price, trade term, destination of the
Products, and the delivery date. The Parties will decide the Delivery Date on a case-by-case basis in
consideration of product type, quantity, transportation, production and whatsoever should be influential
to the delivery date.

The PO shall be signed by an authorized officer from Distributor and sent to the Official Email of
Huawei, unless otherwise agreed between the parties. No Purchase Order shall become binding on
Huawei until Huawei has accepted the Purchase Order. Huawei reserves the right to reject any
Purchase Order in whole or in part. Huawei shall use reasonable efforts to notify Distributor of the
acceptance or rejection of each Purchase Order within ten (10) Business Days of its receipt.

Name Title Email

Javier Manzanal Commercial manager jmanzanal@rashrepu.com
Carmen Hurtecho Commercial manager churtecho@rashperu.com

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(The officers listed herein are subject to change by Distributor through an official communication with the related
authorization letter attached. The commercial offers, acceptance, incentive plans and/or marketing plans shall also be
confirmed or signed by such authorized officers.)

In order to accelerate the Purchase Order process, the Parties hereby agree to allow the authorized
officers as listed above in Clause 8.3 to modify or cancel any effective Purchase Order, such as the
correction of errors, or change of quantities and colors of Products, or adding/removing/correcting
rebates, samples and swap units, etc. Such modification or cancellation shall be made in written form,
either by email or updated Purchase Order signed by the authorized officers.

Nonetheless, neither Party shall modify or cancel any effective Purchase Order without the prior written
consent of the other Party, except that such modification or cancellation results from Force Majeure
Event as defined in Clause 20. The Party requiring modification or cancellation of an effective
Purchase Order shall be liable for any and all damages or losses incurred by the other Party arising
from such modification or cancellation.

Subject to the provisions of this Agreement, Huawei shall be entitled to reject a new PO issued by
Distributor or postpone the delivery thereof without incurring any costs, expenses, penalties or claims
for liquidated damages to Huawei, PROVIDED that Huawei holds a reciprocal intention of avoiding
great pressure on the Distributor’s stock based on the PSI report.

9 PACKAGING AND DELIVERY

Unless otherwise agreed upon by the Parties in advance, all Products shipped pursuant to this
Agreement shall be suitably packed for shipment in Huawei’s standard containers as are necessary to
ensure the safe arrival of such Products, and marked for shipment to Distributor at the address
specified in the Purchase Order.

Huawei shall be entitled to make partial shipments with respect to a Purchase Order. The Parties may
agree upon the minimum quantity for each partial shipment. Delay in delivery of any shipment shall not
relieve Distributor of its obligation to accept other shipments under the same Purchase Order.

Distributor shall provide Huawei with information of Distributor’s authorized consignee, signature
sample of such consignee as well as approver of PO (if any). Any changes shall be notified to Huawei
at least fifteen (15) business days before shipment, otherwise Huawei shall have the right not to deliver
the shipment and not liable for delivery default.

All deliveries of Products under this Agreement shall be made in accordance with DDP (Lima) as
interpreted in pursuance of INCOTERMS 2010 of the International Chamber of Commerce, unless
otherwise stipulated in each Purchase Order accepted by Huawei.

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10 TITLE AND RISK

Risk of damage or loss to the Products shall pass to Distributor upon Huawei’s delivery of such
Products to Distributor in accordance with the trade term specified in Clause 9.4 or Purchase Order.

Title to Products, excluding all rights in and to the Software and any other IPR, shall pass to Distributor
upon delivery of such Products to Distributor in accordance with the trade term specified in Clause 9.4
or Purchase Order.

11 DELIVERY INSPECTION

Upon arrival of the Products at the destination specified in the Purchase Order, Distributor shall pick up
such Products without any delay. If Distributor does not pick up the goods in a timely manner,
Distributor is subject to bear the warehousing cost or other fees or expenses resulting from such
pickup delay.

Distributor may conduct inspection (“Delivery Inspection”) on the quantity, the package and the
appearance of the delivered Products and shall notify the result thereof in writing to Huawei upon the
date of the arrival of the Products. Distributor shall sign the proof of delivery document (“POD”)
accompanied with such delivery. In case of any damage or loss, Distributor shall mark the issues
clearly on the POD, and take photos or other evidences for Huawei’s reference.

Where Distributor fails to do as provided in Clause 11.2, such delivered Products shall be deemed to
have passed the Delivery Inspection at the end of the time period stated in Clause 11.2 and Huawei
reserves the right to entrust a neutral third party to conduct Delivery Inspection and confirm in writing
the inspection results which shall be binding on both Parties. Huawei shall, as the case may be, further
be entitled to request Distributor to make full payment for such Products pursuant to this Agreement.

Without prejudice to Clause 11.3, Distributor shall indemnify Huawei all losses and damages incurred
by Huawei arising out of or in connection with Distributor’s rejection of Products except to the extent
that such rejection results from the Products not passing the Delivery Inspection, including but not
limited to costs and expenses for employing the neutral third party as provided in Clause 11.3, extra
costs for storage of the delivered Products.

Where the Products delivered are discovered during the Delivery Inspection and confirmed by the
Parties to be not in conformity with this Agreement, Distributor is entitled to:

11.5.1 require Huawei to deliver any missing part or to make up the deficiency in the quantity of
the Products delivered; or

11.5.2 require Huawei to repair or replace any damaged or defective Products; or

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11.5.3 require Huawei to issue credit note for the missing parts based on the unit price stated in
related purchase order.

12 PAYMENT TERM

The liabilities and obligations of payment pursuant to this Agreement by Distributor and its Affiliates are
joint and several.

All payments pursuant to this Agreement shall be made in US dollar.

One hundred percent (100%) of the Purchase Order price shall be paid at least three (3) days prior to
the shipment of such Purchase Order, by telegraphic transfer (hereinafter referred to as T/T) to the
bank account as specified below. Distributor shall immediately notify Huawei of the remittance of the
full payment.

 Account Name: Huawei Device (Hong Kong) Co., Limited

 Bank Name: DBS Bank (Hong Kong) Limited

 Account No.: 000578820

 Currency: USD

 Swift Code: DHBKHKHHXXX

 Bank Address: 18th Floor, The Center 99 Queen's Road, Central, Hong Kong

In case of Distributor’s delay in making full payment as provided in Clause 12.3, Huawei shall be
entitled to postpone, without any liability for delay in delivery thereof, the delivery dates of the
shipments accordingly.

ANY NOTICE BY HUAWEI PURSUANT TO MAKE CHANGES TO ANY OF THE HUAWEI BANKING
DETAILS IN THIS AGREEMENT SHALL HAVE THE STAMP OF HUAWEI’S COMMON SEAL AND
THE SIGNATURE OF AN AUTHORIZED PERSON APPOINTED BY HUAWEI ON SUCH NOTICE.
UPON RECEIVING ANY SUCH NOTICE FROM HUAWEI, DISTRIBUTOR IS OBLIGATED TO
VERIFY AND RECONFIRM WITH HUAWEI FOR THE AUTHORIZATION OF THE CHANGES.
HUAWEI WILL NEVER ISSUE A NOTICE TO DISTRIBUTOR FOR CHANGE OF BANKING
DETAILS BY LESS THAN FIFTEEN (15) BUSINESS DAYS PRIOR TO PAYMENT DUE DATE.

Distributor is obliged to carry out reconciliation with Huawei regularly; otherwise, Huawei has the right
to suspend delivery.

Distributor shall not set off any due and payable amount to Huawei under this Agreement or any
Purchase Order without prior written consent of Huawei.

Huawei is entitled to write-off the account receivable with the account payable to Distributor. Distributor
shall give Huawei any necessary information and assistance with balancing the accounts at regular
intervals.

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13 TAXES

All Taxes levied on Huawei or Distributor shall be borne by the respective Party in accordance with the
applicable tax law/regulation.

All payments to be made by Distributor to Huawei under this Contract shall be paid without set-off,
counterclaim or required withholding or deduction unless prohibited by any applicable law. In the event
that a withholding tax or deduction is required, Distributor will pay the Price net of the required
withholding or deduction to Huawei.

Distributor will supply to Huawei evidence to its reasonable satisfaction that Distributor has accounted
to the relevant authority for the sum withheld or deducted and will provide all such assistance as may
be necessary and requested by Huawei in recovering the amount of the withholding. In particular,
where applicable, Distributor shall be responsible for obtaining withholding tax clearance certificate
from competent tax authority and provide such certificate to Huawei within sixty (60) days after the
payment is made.

14 AFTER SALES SERVICES

Huawei will provide additional swap units equal to two percent (2%) of total price of the commercial
units in each Purchase Order free of charge. No additional warranties will be given. Warranty and
Non-warranty services to the End-User shall be provided by Distributor at its own costs and expenses.

15 DISCONTINUATION OF PRODUCTION

Provided that Huawei decides to discontinue the production or delivery of any Product, Huawei shall
inform Distributor at least one (1) month before such discontinuation is effective. Distributor shall have
right to place final Purchase Order for such Product within one (1) month prior to the effective date of
the discontinuation of production. Distributor shall have no claim against Huawei on whatever grounds
arising from the discontinuation of the production of Products.

The Parties shall continue to fulfill their obligations under any Purchase Order that Huawei has
accepted before its notification to Distributor of discontinuation of the production or delivery of the
Product.

Distributor acknowledges and agrees that Huawei shall not be liable to render any marketing support
and/or marketing assistance in whatever form (including, but not limited to, joint marketing programs,
temporary incentive, rebate and price protection) for Last Buy Product or 180 days after the Product
was discontinuation subject to Clause 15.1.

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16 REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that:

16.1.1 it is a corporation duly incorporated and existing under the laws of the place where it is
registered and has full power and authority to enter into this Agreement and to perform its
obligations herein contained;

16.1.2 the execution and delivery of this Agreement and the performance of the covenants and
agreements herein contained are not limited or restricted by and are not in conflict with any
contract, agreement or other instrument to which it is bound and it has received all
necessary authorizations, consents and licenses required to enter into this Agreement.

16.1.3 it shall perform its obligations under this Agreement using all due skill and care and in a
manner equivalent to industry practices.

Distributor represents and warrants to Huawei that:

16.2.1 it has the appropriate facilities, personnel and technical expertise to market and distribute
the Products in the Territory.

16.2.2 It shall not, without prior written approval by Huawei, either by itself or through any holding,
subsidiary or associated company, agent or any other third party, incorporate any software
in the Products or alter the Product design, including but not limited to any modification to
the operating system, ROM, User Interface, and applications (APK/APP). The breaching of
this warrant may be deemed as a tort or gross negligence.

16.2.3 Distributor acknowledges that in case of breaching representations and warranties

stipulated in Clause 16.2.2, without prejudice to any claims or rights which Huawei may
have against Distributor, either stipulated under this Agreement or implied under relevant
laws and regulations, Distributor shall take solely responsibilities to provide all after-sales
service to End-User(s), including but not limited to indemnify all losses incurred by the
End-User(s). In case the unauthorized installation of software results in any further
government (or its designated party)'s investigations, penalties, or any other similar
negative events, Distributor shall take all responsibilities.

17 INTELLECTUAL PROPERTY RIGHTS

Ownership

17.1.1 Distributor hereby acknowledges that Huawei is the owner/licensee throughout the world of
any and all Intellectual Property Rights embodied in the Product, documentation, Huawei
Trademarks or any other materials provided by Huawei to Distributor (hereinafter referred
to as “Huawei IPR”). Distributor acknowledges that it shall take no action, in any manner, to
jeopardize, limit or interfere with Huawei’s ownership or exploitation of Huawei IPR.

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17.1.2 Distributor shall take reasonable measures to safeguard Huawei IPR from unauthorized
use or disclosure provided that in no event will such efforts be less than the degree of care
that Distributor exercises in protecting its own valuable IPR or a reasonable care.

17.1.3 Except as expressly provided in this Clause 12.1, no license, grant or transfer, implied or
express, under any Huawei IPR is granted or conveyed by Huawei to Distributor.

Software

17.2.1 Huawei grants to Distributor a non-exclusive, non-transferable (except as set forth in

Clause 17.2.4 in this Agreement), non-sub-licensable, revocable license to use the
Software solely as incorporated in the Product for the purpose of this Agreement in
accordance with this Agreement for the duration of this Agreement or for the lifespan of the
Product in the Territory.

17.2.2 Except as otherwise provided in this Agreement or approved in writing by Huawei,

Distributor shall not, itself or through any holding, subsidiary or associated company, agent
or any other third party, incorporate, modify, vary, enhance, copy, reproduce, adapt,
disassemble, decompile, reverse engineer, translate, sub-lease, license, or otherwise deal
with Huawei’s Software or any part of it.

17.2.3 Where Distributor makes any attempt on its own to modify or otherwise change the
Software, including without limitation rectify defects, malfunctions in Huawei’s Software
or incorporate any software into Huawei’s Software without Huawei’s prior written approval,
Distributor shall hold Huawei harmless against any expenses, costs, fees, damages and
losses incurred by such modification or change. Notwithstanding the abovementioned, any
IPR in and to such modifications and change shall be owned by Huawei.

17.2.4 If and to the extent that certain Software incorporated in the Product is intended to be
distributed to End-Users for the their necessary use of or together with the Product,
Distributor shall be entitled to transfer the said Software together with the Product for the
sole purpose of End-User’s necessary use as stated herein. For the avoidance of doubt,
Distributor shall only distribute the Software as incorporated in the Products; Distributor
shall in no event distribute the Software as a separate product without Huawei’s prior
written consent.

17.2.5 Distributor acknowledges that the Software provided to it by Huawei under this Agreement
or any renewals, extensions, expansions, modifications, upgrades, enhancements or
changes thereof, shall, as between the Parties hereto, be treated as proprietary and
Confidential Information of Huawei, and shall be subject to the provisions of Clause 21
(Confidentiality).

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Huawei Trademarks

17.3.1 Huawei Trademarks are the sole property of Huawei. Without prejudice to other provisions
in this Agreement, Huawei grants to Distributor a non-exclusive, non-transferable,
non-sub-licensable, revocable, royalty-free, restricted license right to use Huawei
Trademarks in the Term of this Agreement within the Territory solely for the purpose of
marketing, promoting, selling or distributing the Products. Distributor is granted no
proprietary right or interest in any IPR arising from Huawei Trademarks or any goodwill
attached hereto. Any goodwill generated by use of Huawei Trademarks shall accrue to and
be for the benefit of the Huawei.

17.3.2 Distributor shall use Huawei Trademarks in strict compliance with Huawei’s instructions
and guidelines notified to Distributor by Huawei from time to time.

17.3.3 Distributor will ensure that Product and related documentation incorporate copyright and
other proprietary notices in the same manner that Huawei incorporates such notices the
Products, or in any manner reasonably requested by Huawei and shall not, without
express written permission of the Huawei, delete, conceal or change Huawei Trademarks,
copyright or other proprietary notices as may be used in the Products or documentation
provided by or on behalf of Huawei.

17.3.4 Distributor acknowledges that it:

(i) has no right to use Huawei Trademarks without Huawei’s prior written consent;

(ii) will take no action which might derogate from Huawei’s rights in, ownership of, or
goodwill attached to Huawei Trademarks;

(iii) will remove or refrain from using any and all Huawei Trademarks from any product not
purchased from Huawei;

(iv) will not challenge the validity of the Huawei Trademarks and register or attempt to
register any brand, names, marks, or other elements of the Huawei Trademarks as a
trademark, service mark, Internet domain name, trade name, or any similar
trademarks or name, with any domestic or foreign governmental or
quasi-governmental authority which would be likely to cause confusion with any of the
Huawei Trademarks.

17.3.5 Upon termination of this Agreement, except for the sole purpose of selling any Products
remaining in Distributor’s inventory, at Huawei’s election, destroy or deliver to Huawei all
materials under Distributor’s control or possession which bear Huawei Trademarks
including sales literature.

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If Distributor breaches the provisions of Clause 17.3, without prejudice to Clause 29, Huawei may
terminate this Agreement by giving written notice to Distributor. Distributor shall reimburse Huawei any
costs, expenses, losses or damages incurred by any breach of this Clause 12.1. Distributor
acknowledges that the remedies stated in this Clause 18 shall not be the sole remedy of Huawei,
Huawei is entitled to seek any remedies otherwise provided by this Agreement, law or equity, including
without limitation injunction relieves.

IPR Indemnification

Subject to Section 19 (LIMITATION OF LIABILITY) of this Agreement, Huawei acknowledges to

defend, indemnify and hold harmless the Distributor from and against any claims against the
Distributor for infringement of any Intellectual Property Rights of any third party covering the Products
provided by Huawei. Huawei shall pay the costs, expenses and damages including, without limitation,
reasonable attorneys' fees, in connection with or otherwise arising out of any such proceeding, suit,
claim and demand; provided that:

(i) Distributor gives Huawei prompt written notification for such third party claim within reasonable
time after Distributor received or otherwise became aware of such claims;

(ii) Distributor gives Huawei any necessary information and assistance with respect to such claims;

(iii) Distributor gives Huawei the sole control of the defense and negotiations for settlement or
compromise with respect to such claims;

Distributor shall not make any admission or compromise to such third party without Huawei’s prior
written consent.

Exception of IPR Indemnification: Clause 12.1 shall not be applicable to Huawei’s indemnification
obligation against any IPR infringement except Huawei is given sole control of any defense against the
said claims in Clause 12.1. Further, Huawei will have no obligation to indemnify Distributor or
Distributor’s Personnel for claims that Huawei's Products or Services infringe the intellectual property
rights of a third party to the extent such claims arise as a result of:

(i) Distributor's combination of Products or Services with other products or services and the
infringement would have been avoided but for such combination;

(ii) Huawei's implementation of a Distributor originated design;

(iii) modification and/or any other change of the Products not by Huawei or without Huawei’s
authorization;

(iv) use of the Products after written notice of any alleged or actual infringement from Huawei or any
appropriate authority;

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(v) use of open source software contained in the Product, including without limitation, any software
licensed under or contained in GPL, LGPL, Linux, Android, SCSL, SISL, BSD or Apache; or

(vi) use of any third party IPR.

In the event that any claim, suit or proceeding described in Clause18.5 is filed or otherwise asserted
against Distributor, Huawei shall have the right to:

(i) procure for Distributor, at Huawei's expense, the right to use the Product in accordance with this
Agreement, alone or in combination with Distributor’s products, or

(ii) replace the Product, at Huawei's expense, with non-infringing Product that Distributor accepts as
the closest commercially available substitute; or

(iii) modify the Product, at Huawei's expense, so that it is no longer infringing.

Distributor hereby acknowledges to defend, indemnify and hold Huawei, or its Affiliates (Huawei
Indemnified Parties), from any claim, suit or proceeding filed or otherwise asserted against Huawei
Indemnified Parties for infringement of Intellectual Property Rights based upon circumstances
mentioned Clause 17.6, and to pay all damages or other assessments awarded against Huawei
Indemnified Parties or paid by Company Indemnified Parties in settlement of any threat, claim, suit or
proceeding, including reasonable legal costs and attorney’s fees, in the same way as stated in the
Section 12.1.

18 MUTUAL INDEMNITY

Each Party acknowledges to defend, indemnify and hold harmless the other and the other’s affiliates,
and their respective officers, directors, employees, agents and other representatives from and against
any claims against the other which are made by a third party and result from the indemnifying party’s
breach of any of its representations, warranties or obligations under this Agreement or its negligence
acts or omissions in the performance of its obligations under this Agreement.

Notwithstanding the provisions of this Clause, the Parties hereby agree that as a minimum, damages
equivalent to fifty percent (50%) of the total value of the Purchase Order under the Agreement shall be
payable by Distributor to Huawei for breach of the Clause 16.2.2. Huawei reserves the right to pursue
judicial investigation or proceedings against such breach by Distributor.

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Each Party’s obligation to indemnify with respect to this Clause 18 will be subject to following terms
and conditions. The indemnified party shall notify the indemnifying party in writing of any such
infringement or injury claim immediately after the indemnified party’s initial awareness of such claim,
and shall provide the indemnifying party with such assistance and cooperation as the indemnifying
party may reasonably request from time to time in connection with the defense thereof. If any
settlement requires an affirmative obligation of, results in any ongoing liability, or prejudices or
detrimentally impacts in any way, the indemnified party, then such settlement shall require the
indemnified party’s prior written consent.

19 LIMITATION OF LIABILITY

The total liability of Huawei under this Agreement (including its subcontractors) on any claim, whether
based on contract, tort (including negligence), infringement of third party intellectual property rights or
otherwise, resulting from or in connection with the manufacture, sale, delivery, repair, replacement or
use of any Products or the performance of any service shall not exceed the fifty percent (50%) of total
value of the Purchase Order which gives rise to such claim.

Notwithstanding any other provision in this Agreement, neither Party or its agents or subcontractors
shall be liable to the other Party, its agents and subcontractors, for any indirect, incidental,
consequential, or punitive damages arising out of any performance of this Agreement, regardless of
whether such damages are based on tort, warranty, contract or any other legal theory, even if the Party
is advised of the possibility of such damages, including but not limited to loss of profit or revenues, loss
of goodwill or reputation, loss of data or information, loss of interest, cost of interrupted operation of the
Network.

20 FORCE MAJEURE

Force Majeure Event means an event which could not reasonably have been foreseen and avoided
and is beyond a Party’s control, including acts of God, sabotage, riots, fires, floods, earthquakes, wars,
typhoons, explosions, labor unrest, or labor shortage, freight embargoes, terrorism, nuclear incidents,
but excluding lack of authorizations, licenses, or approvals necessary for the performance of this
Agreement and to be issued by a public authority of any kind whatsoever in the country of the Party
affected by such Force Majeure Event.

Delay in or failure of performance by either Party under this Agreement shall not constitute a default or
give rise to any claim for damages or penalties if and to the extent that such delay or failure is caused,
wholly or in part, directly or indirectly, by Force Majeure Event.

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A Party seeking relief from its obligations under this Agreement based on a Force Majeure Event (the
Affected Party) shall, within fifteen (15) days after it becomes aware of such event, give written notice
to the other Party (the Unaffected Party) of the circumstances constituting the Force Majeure Event
and shall keep the Unaffected Party informed of the progress in resolving the Force Majeure Event.
The Affected Party shall be liable for losses resulting from its failure to give notice which could have
otherwise been avoided.

The Affected Party shall take all reasonable steps to minimize the adverse effects of the Force Majeure
Event on the performance of its obligations under this Agreement and to resume the performance of
such obligations as soon as the Force Majeure Event ceases.

The Affected Party shall be entitled to an extension of time equal to the duration of Force Majeure
Event for the performance of the affected obligations.

If the Force Majeure Event continues for more than ninety (90) days, a discussion shall be held
between the Parties in order for the obligations of the Parties to be otherwise performed. If the Force
Majeure Event continues for more than one hundred and eighty (180) days or the Parties have not
agreed upon a substitute schedule for performing the obligations, either Party may, upon thirty (30)
days’ prior written notice, terminate this Agreement.

21 CONFIDENTIALITY

Either Party (the Receiving Party) shall keep confidential the Confidential Information disclosed by the
other Party (the Disclosing Party) during the term of this Agreement and for a five-year (5-year) period
following the termination of this Agreement. The Receiving Party shall handle Confidential Information
with the same degree of care it applies to its own confidential information and in no case less than a
reasonable care, and shall use the Confidential Information of the Disclosing Party only to the extent
necessary to fulfill its obligations or exercise its rights under this Agreement.

The Receiving Party shall restrict disclosure of, and access to, Confidential Information to its
employees, agents, advisors, or subcontractors who have a need to know in order for the Receiving
Party to perform its obligations or exercise its rights under this Agreement, and who have assumed
obligations of confidentiality no less restrictive than those contained herein. The Receiving Party shall
be responsible for any breach of this Clause by its employees, agents, advisors or subcontractors to
whom it has disclosed Confidential Information.

The provisions in Clauses 21.1 and 21.2 shall not apply to any information which the Receiving Party
can prove:

21.3.1 is or becomes public knowledge other than by breach of this Clause 21;

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21.3.2 is in the possession of the Receiving Party without restriction in relation to disclosure
before the date of receipt from the Disclosing Party;

21.3.3 is received from a third party who lawfully acquired it and who is under no obligation
restricting its disclosure; or

21.3.4 is independently developed without access to the Confidential Information disclosed by the
Disclosing Party.

The Receiving Party shall be entitled to disclose Confidential Information if such disclosure is required
by a court, administrative body, or regulatory body (including a stock exchange) of competent
jurisdiction, whether as a result of any application made by the Receiving Party or an investigation
initiated by the regulatory body, or otherwise, provided that the Receiving Party will:

21.4.1 give prompt written notice of any such requirement for disclosure to the Disclosing Party so
that the Disclosing Party may seek a protective order or other appropriate remedy;

21.4.2 take such steps as are reasonably necessary and available to maintain the confidentiality
of the Confidential Information by such court, administrative or regulatory body; and

21.4.3 in any event, make such disclosure only to the extent so required.

Upon the request of the Disclosing Party or, in any event, upon termination of this Agreement, return
and confirm in writing the return of all originals, copies and summaries of Confidential Information or, at
the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential
Information.

22 EXPORT CONTROL

Applicability

22.1.1 The Distributor shall comply with applicable national export control laws and regulations as
well as United Nations’ Security Council resolutions and international regimes (for the
purposes of this Export Control article, collectively “LAWS”) to which all hardware, software
and components therein supplied by Huawei under this Agreement (for the purposes of
this Export Control article, collectively “ITEMS”) are subject.

22.1.2 The Distributor shall, at its own cost, obtain all required authorizations, permits, or licenses
to the extent required by such LAWS. The Distributor shall maintain an effective internal
compliance program to ensure compliance with applicable LAWS.

Restricted End-Users

22.2.1 The Distributor assures that it and its Affiliates will not directly or indirectly export, re-export,
transfer or release the ITEMS to any military End-Users.

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22.2.2 The Distributor assures that it and its Affiliates will not directly or indirectly export, re-export,
transfer or release the ITEMS to any person, entity prohibited or restricted under applicable
LAWS, including without limitation any party listed on any of the denied parties lists or
specially designated nationals lists maintained under applicable LAWS.

Restricted End Use

22.3.1 All ITEMS are intended for civilian use only.

22.3.2 The Distributor also certifies that none of the ITEMS will be sold or otherwise transferred,
or made available, by it and its Affiliates directly or indirectly, for military end use.

22.3.3 The Distributor also certifies that none of the ITEMS will be sold or otherwise transferred,
or made available, by it and its Affiliates directly or indirectly, for end use prohibited or
restricted by applicable LAWS, such as use of nuclear, biological or chemical weapons or
missiles or weapons of mass destruction or use of supporting terrorism, or in any manner
transfer such ITEMS to any party for any such end use.

Right to Audit

22.4.1 Huawei may, at its sole discretion, request an audit on Distributor’s practices in complying
with this Export Control article. Whereby upon Huawei’s request, Distributor shall
cooperate with Huawei on audit and provide transaction records, supporting documents
and information regarding export control compliance.

23 NO BRIBERY

Distributor shall, by no means, directly or indirectly pursue to approach any of Huawei's staff or
relatives, friends or any other third party into any specific bribery, including but not limited to gifts of
cash, goods, or in any other shape of advantage or benefits, etc..

Distributor shall, by no means, directly or indirectly pursue to accept from any of Huawei's staff or
relatives, friends or any other third party into any specific bribery, including but not limited to gifts of
cash, goods, or in any other shape of advantage or benefits, etc..

Distributor shall immediately notify Huawei of any known or suspected bribery related to Huawei’s
employees and/or relatives, friends or any other third party involved in the business under this
Agreement, by sending an email to the following address BCGcomplain@huawei.com, while such
compliant must be based on facts and evidences.

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Provided that Distributor is in breach of any of the provisions in this Clause 23, Huawei is entitled to
immediately suspend or terminate this Contract by giving written notice to Distributor. Distributor is
obliged to indemnify Huawei of any loss or damage resulting from such suspension or termination. The
Parties hereby acknowledge that as a minimum, damages equivalent to twenty percent (20%) of the
total value of the Purchase Order under the Agreement shall be payable by Distributor to Huawei for
breach of this Clause 23. Huawei reserves the right to pursue judicial investigation or proceedings
against such breach by Distributor.

24 NO MONEY LAUNDRY OR TERRORIST FINANCING

Definitions

 “Sanctions” means any applicable economic sanctions, regulations, embargoes or restrictive

measures enacted, administered, imposed or enforced by the U.S. Department of Treasury’s
Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations
Security Council, the European Union or any other relevant governmental institution, agency or
authority.

 “AML CTF Laws” means any law or regulation under any applicable jurisdiction which relates to
the prevention of money laundering or terrorist financing.

Undertakings

24.2.1 Huawei and Distributor (“We” or “Us”) hereby jointly and severally represent, warrants and
undertake to Huawei that:

 Neither us nor any of our subsidiaries, directors or officers, or, to our best knowledge,
any affiliate, agent or employee of us, or any of our subsidiaries, is an individual or
entity (“Person”), that is, or is owned or controlled by Persons that are the
subject/target of any Sanctions, as well as any applicable local laws and regulations
relating to Sanctions, hereafter referred to as “a Sanctioned Person”;

 Neither the execution nor delivery of, nor the exercise of any rights or performance of,
any obligations pursuant to this Agreement will result in (i) any violation of any order,
law or regulation to which it is subject, and (ii) any violation of Sanctions by any
Person;

 We will not, directly or indirectly, utilize the funds provided or to be provided by Huawei
(i) to support any activities or business of a Sanctioned Person or (ii) in any other
manner that would result in a violation of Sanctions by any Person.

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24.2.2 Neither us nor any of our subsidiaries, directors or officers, or, to our best knowledge, any
affiliate, agent or employee of us, or any of our subsidiaries, has engaged in any activity or
conduct which would violate any applicable AML CTF Laws in any applicable jurisdiction.

24.2.3 We acknowledge that Huawei may delay or refuse to process any payment or other
transaction without incurring any liability if Huawei reasonably suspects that (i) the
payment or other transaction is likely to breach any applicable Sanctions or AML CTF
Laws, or (ii) the transaction may directly or indirectly involve the funds of, or be applied for
the purposes of, unlawful conduct under Sanctions or AML CTF Laws.

24.2.4 We acknowledge to provide promptly any information to Huawei which Huawei reasonably
requests in order to process a payment or other transaction and to manage any risk and
comply with all of its obligations in connection with Sanctions and AML CTF Laws.

24.2.5 We undertake to Huawei that (i) we have obtained such approvals or made such
registration with the State Administration of Foreign Exchange ("SAFE") or any other
competent authorities as necessary in order for us to enter into, execute, deliver, or
perform under the Agreement; (ii) processing of any transaction by Huawei in accordance
with our instructions will not result in any violation of any applicable laws and regulations in
relation to foreign exchange control.

Indemnity

We jointly and severally undertake to immediately indemnify Huawei on demand against any liability or
damage, including but not limited to any losses, fines, penalties, costs, expenses, attorney fees etc.
that Huawei may incur or suffer in connection with any misrepresentation under, or our failure to
comply with Clause 24.

25 CYBER SECURITY

Both parties hereby acknowledge the importance of cyber security and the protection of personal data
and privacy. Each party acknowledges that in performing its obligations under this Agreement, or, in
receiving products and services supplied under this Agreement, it shall comply with the applicable
laws, regulations and regulatory requirements in respect of protection of personal data and privacy. In
particular, each party shall obtain and maintain all necessary consents, authorizations and permits as
required by the applicable laws and regulations in order to ensure legal compliance in processing any
end user’s personal data under or in connection with this Agreement, including tracking, disclosing,
disseminating, intercepting or destroying personal data. Each party shall be solely liable for its own
failure to comply with the relevant laws and regulations.

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Where a security vulnerability affecting the product or services supplied under this Agreement is
identified, the parties shall cooperate in good faith and shall use their best endeavors to mitigate the
security risks so identified. For any other security incidents, both parties shall cooperate in good faith
and agree reasonable steps necessary to remedy the event in accordance with their responsibilities
under this Agreement and bear the cost as allocated according to each party’s liabilities.

26 NON-ASSIGNMENT

Except as otherwise provided in this Agreement, neither Huawei nor Distributor may, nor purport to,
assign any of obligations under this Agreement in whole or in part, without the other’s prior written
consent (such consent not to be unreasonably withheld or delayed).

Notwithstanding the aforesaid, Huawei, at its sole discretion, shall be entitled to transfer its account
receivables to any financial institutions.

27 NOTICES

All notices and other communications to be given under or in connection with this Agreement shall be
made in writing and delivered by hand delivery, facsimile or pre-paid recorded or registered mail,
addressed to the Parties at the addresses designated by them in this Agreement or as subsequently
changed by notice duly given.

Either Party may from time to time change the addresses or other contact information by serving
written notice to the other Party delivered in accordance with this Clause 27.

Any such notices and other communications shall be deemed to have been duly given:

27.3.1 when delivered, if delivered by hand during normal business hours of the recipient;

27.3.2 upon dispatch if sent by facsimile provided that the sending Party shall have obtained
electronic or other confirmation of accurate and complete transmission;

27.3.3 on the fifth (5th) Business Day after being sent by pre-paid recorded or registered mail.

28 GOVERNING LAW AND DISPUTE RESOLUTION

Governing law

This Agreement and any dispute or claim arising out of or in connection with its subject matter or
formation (including non-contractual disputes or claims) shall be governed by and construed in
accordance with the laws of Territory, without regard to its conflict of laws rules.

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Dispute resolution

28.2.1 Any dispute, controversy, difference or claim arising out of or relating to this Agreement,
including the existence, validity, interpretation, performance, breach or termination thereof
or any dispute regarding non-contractual obligations arising out of or relating to it shall be
referred to and finally resolved by arbitration administered by the Hong Kong International
Arbitration Centre (HKIAC) under the HKIAC Domestic Arbitration Rules in force when the
Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number
of arbitrators shall be three (3). The arbitration proceedings shall be conducted in English.

28.2.2 Either Party may, without prejudice to its right to arbitrate, seek from any court of
competent jurisdiction any provisional remedy that may be necessary to protect its
intellectual property rights including Confidential Information. However, final right of
determination of any provisional remedy granted and the determination of the ultimate
controversy shall be decided by the arbitral tribunal.

28.2.3 All disputes, controversies or claims arising out of or in connection with intellectual property
rights of Huawei or its licensors including Confidential Information shall be submitted to
and be subject to the exclusive jurisdiction of the courts of Hong Kong which shall finally
adjudicate or determine any suit, action or proceedings arising out or in connection with
Huawei's intellectual property rights. The arbitration shall be held in Hong Kong.

29 AUDIT

Upon reasonable notice, Distributor shall grant Huawei or its representatives access during normal
business hours to any premises of Distributor in order that Huawei, at its expense, may inspect
Distributor’s records, and premises related to the Products for the sole purpose of verifying and
enforcing compliance by Distributor with its obligations under this Agreement; provided, however, that
Distributor shall, in addition and without prejudice to all other rights or relieves available to Huawei,
reimburse Huawei for the full amount of any over-payment by Huawei as well as the inspection costs if
any inspection under this Clause 29 reveals any breach by Distributor of this Agreement.

30 TERM AND TERMINATION

Term

This Agreement shall come into force from the date when the last Party signs this Agreement
(“Effective Date”) and, unless terminated earlier as provided in this Agreement, shall continue in full
force and effect until 31st March 2019 (“Expiry Date”).

Either Party (Non-Defaulting Party) may terminate this Agreement by giving written notice to the other
Party (Defaulting Party) if the Defaulting Party:

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30.2.1 is in material breach of any term of this Agreement, and the Defaulting Party explicitly
refuse to remedy or the breach continues un-remedied within the time specified by the
Non-Defaulting Party, which shall not be less than thirty (30) days, after receiving the
written notice requiring it to remedy such breach. For the avoidance of doubt, both
Distributor’s delay in payment to Huawei under this Agreement or any Purchase Order for
two (2) months or more and Huawei’s delay in delivery for two (2) months or more
constitute material breaches of this Agreement.

30.2.2 has ceased or threatened to cease to carry on its business;

30.2.3 has a receiver, administrator or similar officer appointed over all or part of its assets or
undertaking;

30.2.4 makes any arrangement for the benefit of its creditors; or

30.2.5 goes into liquidation save for the purpose of genuine amalgamation or reconstruction.

The termination of this Agreement by the Non-Defaulting Party shall become effective at the date when
the notice of the termination is duly given to the Defaulting Party in accordance with Clause 29.

TERMINATION WITHOUT CAUSE. This Distribution Agreement may be terminated, for the
convenience of HUAWEI without any liability, by HUAWEI giving DISTRIBUTOR thirty (30) Calendar
Day’s prior written notice. HUAWEI shall use its best efforts to mitigate any liability of DISTRIBUTOR.
The termination by this cause will not generate any kind of compensation or indemnification in favor of
the distributor.

Upon termination of this Agreement:

30.5.1 Distributor shall cease to hold itself out as an authorized Distributor of the Products, but
may continue to sell the Products in its possession within thirty (30) days from the date of
termination of this Agreement.

30.5.2 Distributor shall immediately remove and not thereafter use any sign, display or any other
advertising means containing Huawei Trademarks, and destroy all advertising or
promotional materials relating to the Products in its possession or under its control
containing Huawei Trademarks except for consumer brochures necessary for the resale of
Products remaining in Distributor’s possession after termination.

30.5.3 The Non-Defaulting Party shall have right to cancel any unshipped Purchase Order no
later than thirty (30) days after the effective date of the termination.

30.5.4 Purchase Orders that have not been cancelled in pursuance of Clause 30.5.3 shall
continue to be binding on both Parties who shall be obliged to fulfill all obligations under
such un-cancelled Purchase Orders.

30.5.5 The termination of this Agreement does not and will not exempt or relieve the Defaulting
Party from its obligations and liabilities to the Non-Defaulting Party arising under this
Agreement prior to the effective date of termination.

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30.5.6 Any and all amounts payable by the Distributor under this Agreement but remain unpaid
shall become immediately due and payable upon the termination of this Agreement.
Distributor shall promptly pay all amounts due or deemed due (as the case may be) and
payable to Huawei together with all interest accrued up to the date of such payment and all
other amounts payable by Distributor pursuant to this Agreement, including damages
resulting from the suspension or termination of this Agreement.

30.5.7 The termination of this Agreement for any reason whatsoever shall not relieve Distributor’s
obligation to accept shipment of firm Purchase Order accepted by Huawei prior to such
termination and is not cancelled in accordance with Clause 30.5.3.

31 MISCELLANEOUS

Governing language

31.1.1 Upon execution, this Agreement may be translated into the Spanish language, provided,
however, that in the event of any discrepancies between the English version and any other
version, the English version shall be the original and take precedence in the interpretation
of the terms in question. The English language shall be the official language of all
correspondence, meetings and arbitration between the Parties.

31.1.2 Where applicable, the rights and obligations of the Parties under this Agreement shall be
governed by the official English-language text of the CISG to the exclusion of any other
authentic language version.

Any provisions of this Agreement which expressly or by their nature are intended to survive the
termination of this Agreement, including Sections titled Payment term, Confidentiality, Intellectual
Property Rights, Intellectual Property Rights Indemnification, Mutual Indemnity, Limitation of Liability,
Termination, Notices, Governing Law and Dispute Resolution, Miscellaneous, will continue in full force
and effect subsequent to and notwithstanding such termination, until such provisions are satisfied or by
their nature expire.

This Agreement, including all attached exhibits and other additional attachments entered into and
signed by the Parties, constitutes the entire agreement between the Parties in relation to its subject
matter and supersedes all agreements, understandings, negotiations, representations and discussions
made by either Party, whether oral or written, express or implied, in relation to its subject matter.
Neither Party has relied or has been induced to enter into this Agreement in reliance on any
representation, warranty or undertaking which is not set out in this Agreement.

The failure to exercise or delay in exercising any right or remedy provided by this Agreement or by law
shall not constitute or be construed as a waiver of that right or remedy or a waiver of any other right or
remedy.

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 Contract No.

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part by

any court of competent jurisdiction, such provision shall be deemed to be deleted and shall not
invalidate or render unenforceable the remaining provisions of this Agreement. The Parties shall use
all reasonable endeavors to replace the invalid or unenforceable provision by a valid provision with
effect nearest to that of the provision being replaced.

No modifications or alterations of this Agreement will be binding on either Party unless made in writing
and signed by the Parties.

This Agreement may be executed in two (2) counterparts, each of which, when executed and
delivered, shall be original, and all of which shall constitute one and the same instrument.

Other than as set forth in this Agreement, all representations, warranties and conditions pertaining to
the Products and Services, whether express or implied, are hereby disclaimed by Huawei.

Words importing the singular only also include the plural and vice versa where the context requires.

Each party represents and warrants that no investor, officer, director, Affiliate, employee and his/her
relatives, ex-employee or agent of that Party has been or will be employed, retained or paid a fee, or
otherwise has received or will receive any personal compensation or consideration, by or from the
other Party or any of the other Party’s officers, directors, employees, or agents in connection with the
obtaining, arranging, or negotiation of this Agreement or other documents entered into or executed in
connection with this Agreement. Either party involved in any of these undertakings or activities either
before or during the delivery of the Products shall inform the other party thereof without undue delay.
The Parties shall then seek a solution to avoid any conflict of interest. If the Parties cannot come to an
agreement within two (2) weeks from the other party’s notice, Huawei shall be entitled to terminate this
Agreement, as well as the Annexes and POs with written notice. The amount/s in respect of products
already delivered at that stage shall be reimbursed to Huawei as agreed prices in Purchase Orders. In
case Distributor knows or should have known any breach of this clause, Distributor shall report to
Huawei without any delay.

AS WITNESS, the Parties hereto have executed this Agreement as of the date written below.

Signed by: ............................................ Signed by: ...............................................

Date: ………………...……………… Date: …………………...………………

Name: ……………………………….. Name: …………………………………..

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 Contract No.

Title: ........................................... Title: ...............................................

Stamp: Stamp:

For and on behalf of Huawei For and on behalf of Distributor

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