DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT ( the "Agreement" ), made and entered into this 1st
January, 2022 by and between IAG Group Ltd, a company duly organized and existing under the
laws of the People’s Republic of China (“China”) and having its principal place of business at
Level 1 Electronics Building, Sanecore Industrial Park, Jiuwei, Hangcheng, Bao An
District, Shenzhen, Guangdong, China. 518102 (hereinafter called “IAG”), and COTZUL S.A,
a company duly organized and existing under the laws of Ecuador and having its principal place of
business at RUMICHACA 822 Y VICTOR MANUEL RENDON, PISO 2 GUAYAQUIL –
ECUADOR (hereinafter called "DISTRIBUTOR").

SECTION 1 - APPOINTMENT OF DISTRIBUTOR

1.1. IAG hereby appoints DISTRIBUTOR as an authorized distributor of the products

only, as defined in Appendix A (“the Products”), which is attached hereto, in the Territory and
DISTRIBUTOR hereby accepts such appointment, pursuant to the terms of this Agreement.
The terms of exclusivity or non-exclusivity for this Agreement and the authorized geographical
area (the “Territory”) will be as defined in Appendix A. As used in this Agreement, the
"Products" mean those domestic audio products, professional audio products described in
Appendix A. IAG may suspend or discontinue the supply of any type or kind of products if any
economic or business conditions compel IAG to stop production or manufacture or export of
such Products and DISTRIBUTOR shall not claim against IAG for any compensation arising
out of such suspension or discontinuation.

1.2. DISTRIBUTOR shall not, without the prior written consent of IAG (a) advertise or
otherwise seek customers for Products or (b) establish and maintain any branch or distribution
depot for Products, outside the Territory, or transfer or sell Products to any person or entity
which DISTRIBUTOR has reason to believe intends to resell the Products outside of the
Territory. Without limiting the foregoing to any extent, under no circumstances shall
DISTRIBUTOR distribute Products or permit Products to be sold or distributed outside of the
Territory.

1.3. DISTRIBUTOR shall conduct its business in the purchase and resale of the
Products as a principal for its own account and at its own expense and risk. This Agreement
does not in any way establish a principal-agent relationship, or any similar relationship,
between IAG and DISTRIBUTOR. DISTRIBUTOR warrants that it will not act or attempt to act,
or represent itself, directly or by implication, as an agent for IAG, and will not create or attempt
to create any obligation on behalf of or in the name of IAG. DISTRIBUTOR agrees to indemnify
and hold IAG harmless from any and all liabilities, costs or expenses of any nature whatsoever
(including, without limitation, legal fees and expenses) incurred in connection with a claim by
any person, government or entity that DISTRIBUTOR or its agents, by its actions or omissions,
created liability or obligations on the part of IAG in violation hereof. This indemnity shall survive
after termination of this Agreement.

1.4. DISTRIBUTOR shall be fully responsible for complying with all federal, state, local,
and other governmental laws, ordinances, rules, and regulations applicable to (i) the sale or
shipment of any Products into, and the use or service of any Products within, the Territory, and
(ii) the performance of DISTRIBUTOR’s duties and activities hereunder, including, without
limitation, compliance with required government permits and approvals, customs requirements,
laws and regulations with regard to warranties. DISTRIBUTOR shall also provide to IAG all
Distribution Agreement

necessary assistance and cooperation to ensure that IAG is in compliance with all such laws
and regulations. Furthermore, DISTRIBUTOR shall supply IAG with all information and
certificates reasonably requested by IAG in connection with compliance to any such laws or
regulations. DISTRIBUTOR also shall advise IAG promptly concerning any information that
may come to its attention as to charges, complaints, or claims about DISTRIBUTOR, IAG, or
the Products by customers, other persons, or governmental bodies or agencies. In addition,
any required registration or approval of the Products by governmental authorities in the
Territory shall be made in the name and at the expense of DISTRIBUTOR. DISTRIBUTOR
shall notify IAG from time to time of all such registrations and approvals and shall at the end of
the Term, as required by IAG, promptly cancel or transfer all such registrations to IAG or its
nominee.

1.5 DISTRIBUTOR shall use its best efforts to promote, market and distribute
Products to fully develop the market within the Territory and shall continuously offer, advertise,
demonstrate and otherwise promote the sale of Products within the Territory. IAG shall provide
DISTRIBUTOR, free of charge or at charge basis, with adequate quantities of catalogues and
such other additional literature and advertising materials as may be necessary for the marketing
of Products within the Territory. DISTRIBUTOR shall effect, at its own expense, advertisement
of Products within the Territory in such a manner as IAG and DISTRIBUTOR consider best.
DISTRIBUTOR shall confer at least biannually with IAG on its marketing plans and projects and
other relevant activities for the next six (6) months.

1.6 DISTRIBUTOR shall maintain adequate levels of stock of the Products in order to
ensure a good delivery service to customers within the Territory and shall report to IAG the
quantity of such stock and their sales condition upon request by IAG. DISTRIBUTOR shall keep
such stocks in good condition and free from all damage and contamination which may detract
from the appearance or performance of Products.

1.7 Within seven (7) days after receipt of Products, DISTRIBUTOR shall notify IAG in
writing of any shortages, defects or damages which DISTRIBUTOR claims existed at the time
of their delivery. After the receipt of such notice, IAG will investigate the claim of shortages,
defects or damages and deliver to DISTRIBUTOR replacement Products which IAG
determines, at its sole discretion, were missing, defective, or damaged at the time of delivery.
Unless any notice is given as provided above, DISTRIBUTOR shall be deemed to have
accepted all such Products and to have waived all claims for shortages, defects or damages.

1.8 DISTRIBUTOR shall maintain a service department to inspect, test, adjust, repair or
otherwise service Products prior to the delivery of the same to customers so that Products shall
be in good and proper working condition. DISTRIBUTOR shall, at its own cost, establish
adequately staffed and competent warranty and repair service facilities within the Territory to
ensure that there is satisfactory repair and service process of Products throughout the Territory.
Furthermore, DISTRIBUTOR shall stock such parts and accessories as are necessary to
enable adequate service and maintenance of Products. DISTRIBUTOR agrees to fully
indemnify IAG with respect to any liability suffered as a result of improper inspection,
maintenance or repair of any Products by DISTRIBUTOR. This indemnity shall survive after
termination of this Agreement.

1.9 DISTRIBUTOR shall not appoint any other person, firm or company as a
sub-distributor or agent for the Products in the Territory without the prior written consent of IAG.

SECTION 2 - PROHIBITION OF CONFLICTING TRANSACTIONS

2.1. During the term of this Agreement, in exchange for the consideration set forth
herein, the receipt and sufficiency of which the parties acknowledge and agree, and in order to
protect IAG’s legitimate business interests within the Territory, DISTRIBUTOR shall not,
without the prior notification to IAG, and agreed in writing by IAG, provide, manufacture,

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distribute or represent, as sales agent, distributor or otherwise, any goods which, in the
reasonable opinion of IAG, compete with the IAG’s Products. Notification of any similar or
competitive goods to be sold by the Distributor should be made at least sixty (60) days prior to
any such goods being sold, marketed or distributed. Failure to do so will be considered a
material breach of the provisions of this Agreement.

2.2. However, any products currently handled by DISTRIBUTOR are expressly

excluded from this prohibition clause. DISTRIBUTOR agrees to provide IAG with a list of such
similar or competitive products being handled by DISTRIBUTOR as described in Appendix B,
which is attached hereto, as of the date of this Agreement, if any. Failure to do so will be
considered a material breach of the provisions of this Agreement.

SECTION 3 - INTELLECTUAL PROPERTY, CONFIDENTIALITY & ASSISTANCE

3.1. Any and all trademarks, trade names, copyrights, patents, designs, domain
names, and other intellectual property rights used or embodied in the Products (hereinafter
called the "Intellectual Property") are and shall remain the exclusive property of IAG, and
DISTRIBUTOR shall not in any way acquire any rights therein as a result of this Agreement.
DISTRIBUTOR agrees to make best efforts to cooperate with IAG in connection with the
strengthening, protection and/or enforcement within or outside the Territory of the Intellectual
Property. This obligation on the part of DISTRIBUTOR shall survive the termination after of this
Agreement howsoever arising.

3.2. IAG grants to DISTRIBUTOR a limited, non-exclusive, non-transferable license

and right to use the Intellectual Property as necessary in connection with the advertising,
distribution, promotion and sale of Products during the term of this Agreement. DISTRIBUTOR
shall not apply any additional IAG trademark or trade name other than the Intellectual Property
to the Products without prior written consent of IAG. DISTRIBUTOR shall in no event use any
of the Intellectual Property on or in connection with, or in the advertising or sale of, any product
not sold to it by IAG. DISTRIBUTOR shall not include any of the Intellectual Property
trademarks or trade names in its own trade name or corporate name without prior written
consent of IAG.

3.3. DISTRIBUTOR shall not, without the prior approval of IAG, alter Products
furnished hereunder, or change or substitute any of the components thereof.

3.4. DISTRIBUTOR shall not, in any manner whatsoever, run down or lessen the
image of the trademarks and trade names associated with the Products.

3.5. During the effective period of this Agreement and at all times thereafter,
DISTRIBUTOR shall (a) keep confidential proprietary information, whether technical or market
data, received by DISTRIBUTOR from IAG and (b) exercise the same degree of care in
protecting IAG's confidential information as DISTRIBUTOR would use in maintaining the
confidentiality of its own sensitive information. This provision shall survive the termination after
of this Agreement howsoever arising.

3.6. DISTRIBUTOR shall immediately advise IAG of any actual or threatened

infringements of the Intellectual Property as soon as DISTRIBUTOR becomes aware of them
and DISTRIBUTOR shall not settle or otherwise resolve any such actual or threatened claim,
demand or action of infringements without IAG's express prior written consent.

3.7. IAG reserves the absolute right to take any action it deems necessary to enforce
its Intellectual Property within or outside the Territory and nothing in this Agreement shall be
construed to limit or abrogate this right. In the event that action is threatened or brought against
DISTRIBUTOR by a third party for an alleged infringement arising from DISTRIBUTOR 's use
of any Intellectual Property pursuant to this Agreement, IAG reserves the right, at its discretion,

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to defend DISTRIBUTOR in the defense of any such action, provided that DISTRIBUTOR has
complied with Section 3 of this Agreement.

SECTION 4 – PRICE & PAYMENT

4.1. Except as the parties may otherwise agree, the price of Products to be purchased
by DISTRIBUTOR under this Agreement shall be IAG's standard list price in effect at the date
of IAG's shipment of the order from DISTRIBUTOR. Unless otherwise specified, all of IAG's
prices are Ex-works factory of origin or warehouse of origin (Incoterms 2010). The parties
acknowledge that the list price currently in effect has been provided to DISTRIBUTOR
concurrent with the execution of this Agreement. DISTRIBUTOR shall be notified of any
changes in IAG's price list at least ten (10) days prior to the effectiveness of such changes.

4.2. In addition to the price of Products, DISTRIBUTOR shall be responsible for

payment of all taxes, excises or other governmental charges that may be required to pay upon
the import of the Products hereunder into the Territory.

4.3. The method of payment to be used by DISTRIBUTOR shall be determined at the

sole discretion of IAG from time to time. Unless otherwise specifically agreed in writing
between IAG and DISTRIBUTOR, all payment to IAG by DISTRIBUTOR shall be made in the
agreed currency by the method described in Appendix C, which is attached hereto. If
DISTRIBUTOR shall fail to make such payment in accordance with this Agreement, IAG shall
have the option to cancel this Agreement and/ or each individual order without any
compensation.

4.3. Title to and risk of loss of the Products in respect of each purchase shall pass to
DISTRIBUTOR upon IAG making such Products available to a carrier for shipment to
DISTRIBUTOR, unless alternative shipping arrangements are made, in which case title and
risk of loss pass to DISTRIBUTOR upon IAG’s completion of delivery. IAG shall not be
responsible for any damage caused to the Products during shipment, and it shall be the sole
responsibility of DISTRIBUTOR to secure adequate insurance coverage for the transport of the
Products after delivery by IAG and to file any appropriate claims for such damages with the
carrier or with DISTRIBUTOR’s insurance company.

SECTION 5 – TARGETS, PURCHASING & REPORTING

5.1. Attached hereto as Appendix D is DISTRIBUTOR's "Purchase Target" covering

the Products for the current year, unless otherwise specified. While IAG is under no obligation
to extend the Agreement beyond the current term, achievement of the Purchase Target is a
significant factor to be considered by IAG in determining whether this Agreement with
DISTRIBUTOR will be renewed or whether this Agreement may be terminated.

5.2. The “Purchase Target” is the minimum amount of Products to be purchased and
shipped by DISTRIBUTOR during the current year, unless otherwise specified.

5.3. During the term of this Agreement, to the extent permitted by law, DISTRIBUTOR
shall provide IAG with reports detailing (a) the total sales of the Products within the Territory, (b)
beginning and ending Products inventories by description, and (c) all promotional, advertising
and sales programs instituted during the past quarter, including but not limited to, examples of
all sales, marketing, training, promotional, or other support programs for the Products provided
by DISTRIBUTOR for its dealers or within the Territory. Such reports should be submitted upon
request as soon as practicable.

5.4. During the term of this Agreement, to the extent permitted by law, DISTRIBUTOR
shall assist IAG free of any cost in gaining meaningful knowledge and understanding of

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DISTRIBUTOR’s sales and marketing practices for the Products, sales activities for the
Products, its dealer list, and general retail business information and market conditions. In order
to assist IAG in its efforts to grow and support brand development and Products sales,
DISTRIBUTOR shall also assist IAG free of any cost in investigating and researching issues
and opportunities in order to assess market conditions, growth potential, and to create
innovative and successful programs designed to enhance the sales of the Products.

SECTION 6 - DURATION

6.1. This Agreement shall come into force on the date hereof, and shall remain in force
and effect for one (1) year, at which time the Agreement shall terminate. This Agreement shall
not be automatically extended or renewed and may only be extended by mutual written
agreement of both parties within thirty (30) days of the expiration date, subject to the condition
that DISTRIBUTOR has duly met the Purchase Target of the expired year term and provided
that DISTRIBUTOR has not breached any provision of this Agreement during the expired term
of the Agreement, unless otherwise specified.

6.2. Except as indicated in paragraph 6.3, below, either party may immediately
terminate this Agreement by giving a written notice to such effect if the other party fails to fulfill
any of its obligations hereunder and does not remedy such failure within thirty (30) days after
receiving a written notice from the other party requesting it to do so, or in the case of IAG, if
there is any substantial change in the ownership or control or management of DISTRIBUTOR.
Any termination hereunder shall be in addition to any other remedies available within law or in
equity.

6.3. If DISTRIBUTOR (i) fails to pay in full any amount due by it pursuant to this
Agreement, and fails to remedy such failure within seven (7) days after receipt of written notice
that such amounts were due in accordance herewith, or (ii) breaches any provision of this
Agreement, IAG may, at its sole discretion, take any action it deems necessary, including and
without limitation, terminating this Agreement.

6.4. Either party may terminate this Agreement by giving the other party not less than
sixty (60) days notice in writing.

6.5. This Agreement shall terminate, immediately and without any need for notice, if
either party becomes insolvent, files a voluntary petition in bankruptcy, or is adjudicated
bankrupt pursuant to an involuntary petition, or suffers appointment of a temporary or
permanent receiver, trustee or custodian for all or a substantial part of its assets if such petition
or appointment is not discharged within thirty (30) days, or if either party makes any assignment
for the benefit of creditors.

SECTION 7 – EFFECT OF TERMINATION

7.1. Upon termination or expiration of this Agreement, DISTRIBUTOR shall

immediately cease all display, advertising and use of all IAG’s tradenames, trademarks and
logos and shall not thereafter use, advertise or display any tradename, trademark or logo
which is, or any part of which is, similar to or may be confused with any such tradenames,
trademarks and logos or Products.

7.2. All orders for Products remaining unshipped as of the effective date of the
termination or expiration of this Agreement shall automatically be cancelled whether or not IAG
has accepted them previously.

7.3. IAG shall have no obligation to repurchase from DISTRIBUTOR all Products and
parts thereof that were purchased from IAG and owned by DISTRIBUTOR on the date of actual

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termination of this Agreement.

7.4. DISTRIBUTOR waives any claim for compensation and/or damages in connection
with such cancellation of undelivered purchase orders. Further, in the event of the expiration or
after termination of this Agreement IAG shall not be liable to DISTRIBUTOR, for compensation,
reimbursement, and/or damages on account of the loss of prospective profit on anticipated
sales and/or on account of goodwill, expenditure, investments, leases and/or any type of
commitments made in connection with the business of DISTRIBUTOR.

7.5. The termination or expiration of this Agreement shall not in any way operate to
impair or destroy any of the rights or remedies of either party or to relieve either party of the
obligation to comply with any of the provisions of this Agreement, which shall have accrued
prior to the termination or expiration of this Agreement.

SECTION 8 - MISCELLANEOUS

8.1. Entire Agreement. This Agreement, and the attachments thereto, which are
incorporated herein by reference, supersedes all prior agreements and understandings
between IAG and DISTRIBUTOR. This Agreement contains the entire agreement between the
two parties hereto. The parties acknowledge and agree that they understand English and that
English shall be the language used in this Agreement and any written modifications thereto.
Any amendment hereto or any waivers of rights hereunder must be in writing and signed by a
duly authorized representative of IAG and DISTRIBUTOR.

8.2. Assignment. Neither party shall assign, transfer or otherwise dispose of any of its
rights or obligations under this Agreement to a third party without the prior written consent of
the other party. Notwithstanding the foregoing, DISTRIBUTOR acknowledges and agrees that
IAG Group Ltd shall have the right to assign all the rights and obligations under this Agreement,
IAG Group Ltd., without the consent of DISTRIBUTOR, provided that one (1) month’s written
notice is given to DISTRIBUTOR. Thereafter, IAG Group Ltd. shall be released from further
obligations and liabilities under this Agreement.

8.3 Notices. Unless otherwise provided hereby, any notice given under this
Agreement shall be deemed to be sufficiently given if made in writing and sent prepaid to the
addresses set forth above (a) by registered airmail with return receipt requested; (b) by
international courier service; and addressed as provided above and shall be deemed to have
been given on the date of dispatch or three (3) days after dispatch where the notice is given by
international courier or seven (7) days after dispatch where given by registered airmail, as the
case may be. All notices shall be in English. Either party may change its address by a notice
given to the other party in the manner herein provided.

8.4. Force Majeure. Notwithstanding anything herein to the contrary, the parties hereto
shall not be deemed in default as a result of any non-performance of any of the terms,
covenants and conditions of this Agreement, to the extent such non-performance shall be due
to any strike, lockout, civil commotion, invasion, rebellion, hostilities, sabotage, governmental
regulations or controls, Acts of God, or any other cause beyond the reasonable control of the
party in question (a "Force Majeure"); provided, however, that the above shall not relieve any
party from its obligations to perform its part of this Agreement at such time and to such extent
as may be possible subsequent to the Force Majeure and under no circumstance is any party
relieved from its obligations to make any payments due hereunder because of the occurrence
of a Force Majeure.

8.5. Non-Waiver. Failure by either party to this Agreement at any time to require
performance of any provision hereof or to assert a claim for a breach of any such provision will
not be construed as a general waiver of any right under this Agreement, nor will it affect such
party’s right to claim for any subsequent breach of such provision.

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8.6. Governing Law. This Agreement and all rights and obligations arising herein from
shall be construed in accordance with, and governed by the laws of, the People's Republic of
China (PRC) as if entirely performed therein and without regard to any choice-of-law rules or
principles of China law.

8.7. Consent to Jurisdiction. All disputes, controversies or differences which may

arise between the parties hereto, out of or in relation to this Agreement, shall be referred to and
finally settled by arbitration at China International Economic and Trade Arbitration Commission
(“CIETAC”) with the place of arbitration being in China at CIETAC. Any such arbitration will be
administered and settled by CIETAC in accordance with the Rules of Arbitration of International
Chamber of Commerce. The number of arbitrators shall be one or three appointed in
accordance with the said rules and the language of the arbitration will be English. The award
rendered by arbitrator(s) shall be final and binding upon both parties. Nothing herein shall
preclude IAG from pursuing all available remedies, including an injunction or other equitable
relief from a court of competent jurisdiction, in the case of a dispute in which IAG seeks
injunctive relief, or where IAG must file suit in order to avoid or irreparable harm or
unauthorized disclosure of any confidential information of IAG.

IN WITNESS HEREOF, the parties hereto have duly executed this Agreement as of the 1st
January, 2022.

For and on behalf of For and on behalf of

IAG Group Ltd. COTZUL S.A

____________________________ ______________________________

Name: Name:
Title: Title:
Date: 1st January,2022 Date:

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APPENDIX A

Products

IAG manufactures through its agents or affiliate companies and distributes certain domestic
audio products, professional audio products, onto which the trademarks including
“WHARFEDALE PRO” are affixed. And IAG desires to distribute and sell its products in the
Territory.

The word “Products” as used in this Agreement shall mean that DISTRIBUTOR desires to act
as distributor for the marketing of those IAG’s products under the trademark or brand name
listed below in the Territory.

Brand Distribution of Products (Yes/No)

WHARFEDALE PRO Yes

Terms of Exclusivity : Exclusive

Territory : Ecuador

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APPENDIX B

Competitive Brands permitted to be handled by DISTRIBUTOR

The listed brands below are excluded from the prohibition clause as described in Section 2,
Paragraph 2.2.

Brand Brand

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APPENDIX C

Method of Payment

During the effective period of this Agreement, all payments to IAG by DISTRIBUTOR shall be
made in United States Dollars by Telegraphic Transfer to IAG’s designated bank account and
50% shall reach IAG at least Five days before the date of the expected container loading
and 50% shall reach IAG by due date for O/A 45 days payment terms.

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APPENDIX D

Purchase Target

For the current year, ending 31st December, 2022, the Purchase Target of Ex-Works China
(Incoterms 2010) Products, in USD which counted based on invoice date basis during one year
is as below:

WHARFEDALE PRO USD 100,000.00

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