INTERNATIONAL EXCLUSIVE DISTRIBUTION RIGHTS CONTRACT

November 12th, 2022

For one party, Natali Popova, acting as Director of OPEN TECH MARKETS LP company
(hereinafter referred to as “Distributor”), with head offices at ADELAIDE STREET, No. ST608,
TORONTO, ONTARIO, M5H 4E7, CANADA, and company number: 280805086

and for the other party, _____, who acts in representation of ______ company (hereinafter referred to
as “Supplier”), with address at _______, and with a company number: _______ in their position of
Director.

Both parties mutually recognize the other’s legal standing for signing this contract, and having
previously agreed of their own free will, make the following

DECLARATIONS

A- That the SUPPLIER wishes to award the DISTRIBUTOR the exclusive distribution rights in the
professional channel, this channel being understood as: distributors or wholesalers from the
professional channel, big department stores, large commercial centers, internet selling’s etc.

B- The DISTRIBUTOR and the SUPPLIER agree that this agreement is not granted general
exclusivity in respect of the Products in the Territory but rather is granted exclusivity only in respect
of the sale of the Products in the Territory through the PROFESSIONAL Channel.

C- The SUPPLIER hereby appoints the DISTRIBUTOR as the SUPPLIER’s exclusive Wholesale
Distributor in the Territories for the selective distribution of the Products in the professional Channel
according to the terms of this Agreement, and the DISTRIBUTOR hereby accepts its appointment
and will use its best endeavors to maximize the reputation and sales of the Products throughout the
Territories.

D- That the SUPPLIER accepts the above mentioned distribution and conditions, and as a result, the
parties establish the following

E- AGREEMENTS
CHAPTER I: Object of the Contract

FIRST: - The SUPPLIER authorizes the DISTRIBUTOR to commercialize, sell and promote the
PRODUCTS from the SUPPLIER’S brand. It will work according to the exclusivity rights in the
“Territory”.

“Territory” will refer to the whole territory of Brazil excluding the Free Zones and tax-free shops.

CHAPTER II: Rights and obligations of the distributor.

CLAUSE 1: LEGAL STATE OF THE DISTRIBUTOR

Obligations the DISTRIBUTOR to promote the sale of the products mentioned within the “Territory”
without the need for prior authorization from the SUPPLIER. Moreover, it will safeguard the
interests of the SUPPLIER with the due care and attention of a business entity. It will always keep the
other contracting party informed of its activities, and will provide all the information possible about
the conditions of its “Territory”.

CLAUSE 2: PRICES AND SALES CONDITIONS.

Distribution channels.

The DISTRIBUTOR will distribute exclusively on the line in the professional channel, understood as
that described in Point A of the Declarations.

The SUPPLIER will supply the updated price list. Any change made in the price list will be
communicated at least one month previously.

SUPPLIER provides Open Tech Markets LP with the possibility of discounts, rebate, compensation
and other methods of stimulation and rewards.

CLAUSE 3: MARKET SALES PROMOTIONS AND SALES.

The DISTRIBUTOR will do all possible, making every effort to promote the sale of the products to
the clients in the “Territory”.
During the length of the contract the DISTRIBUTOR must respect the marketing policy defined by
both companies. Any modification in this policy must be communicated and agreed by the
SUPPLIER. The DISTRIBUTOR have a fully operational sales team working in the “Territory” and
will make every effort in promoting and continuously increasing sales of the products.

CLAUSE 4: SALES PROVISIONS.

After the first six months of selling the products, every six months the DISTRIBUTOR must present
estimated sales provisions for the following six months.

CLAUSE 5: BRAND SECRET.

The DISTRIBUTOR must treat confidentially all the technical and commercial information that the
SUPPLIER reveals to or provides to DISTRIBUTOR.

CLAUSE 6: PROHIBITION OF SALE OUTSIDE THE CONTRACTUAL “TERRITORY”

The DISTRIBUTOR will not sell the products to clients who have their head offices outside the
territory. All the orders that might reach the DISTRIBUTOR of such possible clients must inform the
SUPPLIER of this fact, and only in the case that there is authorization by this party, they can sell to
these clients and countries.

CHAPTER III: Rights and obligations of the DISTRIBUTOR.

CLAUSE 7: CONDITIONS OF SALE.

The SUPPLIER will supply all the orders for the products requested, on the condition that they are
available in their stores and in accordance with the conditions and terms stipulated in this contract.

Parties agreed that payment will be done as 100% prepayment when placing the order, delivery
terms are Ex Works Incoterms 2020.

The method of payment will be informed by SUPPLIER accordingly on the Proforma Invoice for
each order.

CLAUSE 8: DOCUMENTATION.
The SUPPLIER - will provide the DISTRIBUTOR technical documentation and literature, with the
object of effectively undertaking the sale of the “products”. In case the DISTRIBUTOR needs a
specific documentation the SUPPLIER will provide it under the official request.

CHAPTER IV: Duration of contract.

CLAUSE 9: PERIOD AND TERMINATION

This contract is valid from the date of signature during 1 (one) year and will be extended if both
parties agree in writing, but for at least 3 (three) years more.

In the case that the termination of the contract is due to the breach of any of the parts stipulated, the
other party will notify their intention to terminate the contract within a period of no less than 30
calendar days as from the day of the notification. If the party does not rectify the breach before this
deadline expires, the contract will be considered terminated on the date indicated.

CLAUSE 10: Contractual conditions.

DISTRIBUTOR receives an exclusive right only in case of purchase of products according to MOQ:
FIRST YEAR. 50.000 € per each reference. —————Quantity and product details unclear
SECOND YEAR. 60.000 € per each reference
THIRD YEAR. 80.000 € per each reference

For the contracts of later years, this amount will be revised annually.

The acquisition of exclusive distribution rights for the following products:

1)
2)
3)
For the evaluation of the purchases the fixed price for the DISTRIBUTOR will be the price in
consideration.

The goods having a similar composition, but differing in weight, size or packaging also correspond
under the exclusive rights for the goods.

The sales volumes indicated in clause 10 are minimal and can be revised upwards by the Distributor.
At the First Order, the DISTRIBUTOR shall be obliged to ensure the purchase of specified goods
starting from the end of the fourth month after the SUPPLIER receives the original documents
confirming the quality of the goods as well as legalizing all the necessary documents for customs in
the distribution territory, but he has the right to do it earlier.

CHAPTER V: Industrial property.

CLAUSE 11: PRODUCT REGISTER AND BRAND REGISTER

The brand is property of the SUPPLIER and the DISTRIBUTOR accepts that it possesses no rights
whatsoever over this brand.

The DISTRIBUTOR promises to notify the SUPPLIER of any incident that, in any way, may affect
the mentioned registered brands, or may represent an imitation or be in detriment to them and to act
in representation of the SUPPLIER, following the guidelines that they stipulate. The distributor will
not adopt any measure without the prior authorization in writing of the SUPPLIER.

CLAUSE 12: RESCISSION OF THE CONTRACT. This contract will be rescinded and without
effect in the following cases:

- On expiry of the initial period or its extension, in the case that is agreed.

- By any of the parties, if the other party is declared insolvent, in bankruptcy

protection or in liquidation.

- By mutual agreement.

- At the disposition of SUPPLIER if the DISTRIBUTOR does not reach the minimum of 90%
purchasing figures.

- At the disposition of the SUPPLIER.

- if the DISTRIBUTOR does not comply with its commitment to make payments on the expiry dates
of the invoices of the SUPPLIER.
On the rescission of the contract and subject to the right of the DISTRIBUTOR to commercialize the
products and use the brands registered by the SUPPLIER for the purpose of marketing the said
products during the period of sale of entire stock, all the rights of the DISTRIBUTOR to make use of
the brands registered by the SUPPLIER will be immediately cancelled, and once concluded the
period of sale of entire stock, the DISTRIBUTOR will no longer promote, publicize, distribute and
sell the products and will not make use of the registered brands, directly or indirectly in any way
whatsoever.

In a period of 30 days following the rescission of this contract, the DISTRIBUTOR must prepare the
inventory list of the products in stock that are in good condition. This report will be presented to the
SUPPLIER who must notify the DISTRIBUTOR if they want to acquire these stocks. If they do not
wish to do so, the DISTRIBUTOR is authorized to continue the period of the sale of entire stock, and
if they do wish to acquire the stock, the SUPPLIER will indicate if these stocks are acquired directly
or through a third party, or by a company it appoints for such purposes, in the period of the three
months following the date of rescission and under the following conditions:

- The maximum amounts that the SUPPLIER can accept for the purchase of stocks will be the
products invoiced in the last quarter.

- Finished products and promotional material will be valued at 75% of the EXW price applied at the
time of their purchase and will be paid for in 89 days from the date of delivery.———( contradictory
to clause 7 second line)

The DISTRIBUTOR agrees to pay in the periods indicated in this contract, all the amounts owing to
the SUPPLIER. Nevertheless, if the SUPPLIER decides to purchase the stocks of the products from
the DISTRIBUTOR, directly or indirectly, total or partially, they will be able to freely make the
payment for said stocks by deducting any amount pending that the DISTRIBUTOR has not yet paid.

The DISTRIBUTOR expressly and officially renounces any claim that may originate from this
contract or from its rescission, except in the case of breach of any of its clauses. The DISTRIBUTOR
will also guarantee the immunity of the SUPPLIER in front of actions initiated by third parties
against them resulting from the rescission of this contract. This contract is valid for the duration of
the exclusive rights.
CHAPTER VI: Final dispositions.

CLAUSE 13: APPLICABLE LAWS

Both parties are subject to and comply with Swiss legislation and the Courts of Switzerland for any
dispute that may arise between them as a consequence of this contract.——Better in India or by
arbitration in India

CLAUSE 14: AMENDMENTS AND CORRECTIONS

Any modification or amendment to this contract must be made in writing and will be fully effective
when signed by both parties.

This Agreement may not be accepted by the Parties separately, without adopting the Privacy Policy
specified in the Agreement, as well as all the content posted on the official website of the
DISTRIBUTOR specified in the Company’s details in this Agreement.

The terms of this agreement are confidential and are not subject to disclosure to third parties who are
not parties to this contract. The DISTRIBUTOR undertakes to keep confidential all data obtained
about the product, not subject to publicity. At the same time, the SUPPLIER understands that the
price and composition and shelf life of products are not confidential information, as they may be
indicated on the packaging of the goods.

Any information regarding pricing, recipes and terms of exclusive rights are also confidential
information.

In the case of the need to disclose confidential information - a request should be sent to the 2nd party
to the email address indicated on the site with indication of the information and the person who will
be disclosed this information.

SUPPLIER will not be liable for damage caused by the late delivery of goods, as a result of
unavailability of delivery, as well as by force majeure (natural disasters, man-made disasters and
other emergencies), insurmountable obstacles in the supply of raw materials, other unpredictable
circumstances that occur regardless of his will.
With the signing of this Contract, the Parties confirm that they are responsible for the correctness
and accuracy of the data on company names and addresses provided by them, as well as the person
signing the contract, has all the powers and personal responsibility for its implementation.

The parties have assumed the obligation to comply with the conditions established by this contract,
which fully takes into account all the interests of the parties and achieves its goals.

All provisions, clauses, concepts, rights and obligations that take into account the mutual interest of
the Parties are taken into account in the Contract. The presence of any other written and oral
agreements that are not included in this contract will lose their force after it is signed and are deemed
to be insignificant for the Parties.

And in witness whereof both parties sign this contract in duplicate, both equally authentic copies in
the place and on the date stated at the top of this document.

Identities of the parties

Distributor: Supplier:
OPEN TECH MARKETS LP
Address: ADELAIDE STREET, Address:
No. ST608, TORONTO, ONTARIO,
M5H 4E7, CANADA Company number:
Company number: 280805086 Company VAT number:
Website: www.redwtech.com Website: www.
E-mail: Vadim.b@redwtech.com E-mail: info@
Tel.: +
Tel.: +1 555-3587 347

_________________________________ _________________________________
Director: Natali Popova Director: