Distribution Agreement

By and between
Pear Inc. and Telephones Inc.

This agreement is made on the 11th of the month of April, 2021.

1. PARTIES

This DISTRIBUTION AGREEMENT (hereinafter “Agreement”), dated as of April 11, 2021,

is made between Pear Inc., a California company (hereinafter the “Manufacturer”), and
Telephones Inc., a Delaware company (hereinafter the “Distributor”) and, collectively
with the Manufacturer, the “Parties”.

1. The Manufacturer: Pear Inc., a company duly incorporated under the laws of the
State of California, represented by Mr. Tom Cook, as indicated in the Certificate of
Good Standing and Incumbency, with a mailing address of Street 6 number 7, city
of San Francisco, California.
2. The Distributor: Telephones Inc., a company duly incorporated under the laws of
the State of Delaware, represented by Mr. Alexander Bell, as indicated in the
Certificate of Good Standing and Incumbency, with a mailing address of Street 9
number 12, city of Georgetown, Delaware.

2. DEFINITIONS

a. “Product” shall mean the list of Pearl Inc Company products, including phones,
computers, accessories, among others, duly described on Annex #1, to be
delivered to the Distributor and sold by it to the end customers.
b. “Territory”shall mean all of the geographic areas that make part of the State of
Colombia.
c. “Confidential information” is any information that a party would not reveal in the
ordinary course of business to third parties, that has restricted access and that
possesses commercial value.

3. OBLIGATIONS OF THE DISTRIBUTOR

The Distributor shall comply with the following obligations:

 3.1. Purchase the products of the Manufacturer at the agreed prices, described on
Annex #1, document which makes part of this Agreement.
3.2. Promote and sell the Products at their All Tech stores in the defined
Territory.
3.3. Maintain the Products in the conditions in which the Manufacturer has
supplied them, until such Products have been delivered to the end customer.
3.4. To secure the products that are exposed at the stores, as well as those that
are being kept at the warehouses.
3.5. Provide a monthly report to the Manufacturer, detailing the inventory of
products available for sale, as well as the monthly sales performed.

4. DOWNSTREAM EXCLUSIVITY

The Distributor shall have the exclusive right to purchase the Products from the
Manufacturer, and resell them in its All Tech technology stores in the Territory of
Colombia for an initial term of five years, which can be extended for equal successive
periods, if Parties do not state otherwise under written declaration. The Manufacturer
agrees not to sell to any other distributor in Colombia.

5. CONFIDENTIALITY AND ANNOUNCEMENTS

General Restrictions

Distributor acknowledges that by reason of its relationship to the Manufacturer, it

will have access to certain information and materials concerning Company's business
plans, customers, technology, products, and other data, which is confidential and of
substantial value to the Manufacturer, whose value would be impaired if such
information were disclosed to third parties. Distributor agrees that it shall not disclose
any information revealed to it by the Manufacturer.

4.1. Neither party shall, at any time, without the written consent of the other party,
divulge or permit its directors, officers, employees, agents, representatives, lenders,
advisers or contractors to divulge to any person:

4.2. Any information which the Disclosing Party or its Representatives may have or
acquire relating to the business and/or any customers of or suppliers to the business.

4.3. Any information which any party may have acquired (whether before or after the
date of this Agreement) with respect to the customers, business, assets, affairs, or any
other type of confidential information of the other party as a consequence of (i) the
negotiations relating to this Agreement or (ii) a party being involved in the business of
the other party in any manner whatsoever or (iii) performing or exercising its rights
and obligations under this Agreement.

This clause´s obligations will extend even after the following Agreement has been
terminated, and as long as the information involved keeps being confidential.