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MPA3411SRB1903120040002590406980

Master Purchase Agreement

(For Consulting Service)

Between

Huawei Technologies d.o.o., Beograd

And

QUEENSMILL LTD

Agreement No: MPA3411SRB1903120040002590406980

Signed At : Beograd, Serbia

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CONTENT
1.
Preface............... ..................................................................................................................................
...............3
2.
Definition ..........................................................................................................................................
...............4
3. Scope of
Agreement ..........................................................................................................................................
4. Management of Supplier’
Personnel ............................................................................................................................................
5.
Inspection ...........................................................................................................................................
...............6
5. Fees and
Payment.............................................................................................................................................
6. Intellectual Property Right and
Licensing ...........................................................................................................................................
7. Indemnification for IPR
Infringement ...................................................................................................................................
9.
Confidentiality ................................................................................................................................
...... 9
8. Non-
Solicitation ......................................................................................................................................
9
11.
Warranty ................................ .... ................ ......................................................................................
...............9

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15. Term and

Termination ...............................................................................................................................................................................................11

16.
Miscellaneous ................................................................................................................................................................................................
...... 12

17.
Counterparts ..................................................................................................................................................................................................
...... 14

Master Purchase Agreement

(For Consulting Service)

1. Preface

1.1 The Parties

This Contract for Services ("Agreement") shall be effective as of the date of ("Effective Date") and is made and
entered into by and between

Huawei Technologies d.o.o., Beograd, a company incorporated under the laws of the Serbia, with its
business office at Airport City, Omladinskih brigada 90d, 11070 Belgrade, 5th floor, building 2200 - Camellia.:
11070, (hereinafter referred to as the " [Huawei] ");

and

QUEENSMILL LTD is a company incorporated under the laws of Republic of Cyprus with its business office at
St. Helena, 6, AG I AS ELENIS BUILDING, Floor 4, Flat 43, Nicosia, Cyprus,1060 Reg. Number:
HE359194(hereinafter referred to as " [Supplier] ").

Huawei and the Supplier shall be referred to collectively as "Parties" or individually as a "Party" where the
context of the Agreement so requires.

1.2 Effective Date

This MPA shall come into effect on the date 1st May 2019 ("Effective Date") after it's signed by the Parties, and
valid for 12 months.

1.3 Whereas

WHEREAS, Huawei intends to purchase the consulting service under this MPA and the Statement of
Procurement (SOP) or Purchase Order (PO). And Supplier promises that it has capabilities and resources of
consulting service and agrees to provide professional and proper consulting service to Huawei. NOW,
THEREFORE, the Parties agree the terms and conditions as following.

(a) The supplier is an agency which provides suitable Consultant to perform services for Huawei.

(b) The Supplier is willing to provide Consultant to Huawei for the period of this Appointment.

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NOW IT IS HEREBY AGREED as follows:

Interpretation

l.lln this Agreement unless the context otherwise requires:

"Appointment" means the appointment of the Agency under this Agreement to provide work or services to
Huawei.

"Consultant" means the individual employed by the Agency to perform services for Huawei, as specifically
identified in contract.

2. Definition

2.1 "Affiliate" means entities that control, are controlled by, or are under common control with, a Party to this
MPA.

2.2 "Basic Agreement" means the Basic Agreement for Huawei Supplier Qualification which has been signed
online by Supplier through Huawei's SRM system (i.e. the Supplier Relationship Management system), which
Supplierhas logged in through the supper link in the Email sent by Huaweifor inviting the Supplier to register as
a potential supplier, during the supplier qualification phase.

2.3 "Centralized Payment Date" means the date of each month, on which Huawei's financial department will
concentrate to settle the payment to Supplier.

2.4 "Confidential Information" means the Confidential Information defined in the NDA and other
information shall be treated as confidential information as specified in relevant clausesin this MPA.

2.5 "CSR" i.e. Supplier Corporate Social Responsibility Agreement. Means

The Supplier Corporate Social Responsibility Agreement signed by the Parties, Agreement No. is
QBA0011001611220017214290229367

2.6 "EIE" i.e. Electronic Information Exchange Agreement. Means

The Electronic Information Exchange Agreement signed by the Parties, Agreement No.
isQBA0011001611220017214290229367

"HIA" i.e. Honesty and Integrity Agreement. Means the Honesty and Integrity Agreement signed by the Parties,
Agreement No. is HIA3411SRB1710300017214290297473

2.7 "Intellectual Property Right" or "IPR" means any and all: (1) copyrights, trademarks, trade names, domain
names, goodwill associated with trademarks and trade names, designs, and patents; (2) rights relating to
innovations, know-how, trade secrets, and confidential technical, and non-technical information; (3) moral
rights, mask work rights, author's rights, and rights of publicity; and (4) other industrial, proprietary and
intellectual property related rights anywhere in the world, that exist as of the Effective Date or hereafter come
into existence, and all renewals and extensions of the foregoing,

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regardless of whether or not such rights have been registered with the appropriate authorities in such
jurisdictions in accordance with the relevant legislation.

2.8"NDA"i.e. Non-Disclosure Agreement. Means

The Non-Disclosure Agreement signed by the Parties, Agreement No. is

NDA3411SRB1610190017214290215954.

2.9 "Participation Agreement" or "PA" means an agreement signed by one or more Affiliates which incorporates
by reference the terms and conditions in this MPA, any relevant SOP, and other attachments orappendices
specifically referenced in the PA.

2.10 "Deliverable Materials" or "Works" means literary works or other works of authorship that Suppliermay
deliver to Huaweiunder this MAP and SOP, including but not limited to data, communication, programs,
programming tools, documentation, reports, drawings and similar works. If specified by both parties,
Deliverable Materials may include commercially available software and hardware.

3. Scope of Agreement

3.1 Framework of Agreement

(1) MPA: This MPA replaces any prior oral or written agreements or other communication between the Parties
with respect to the subject matter of this MPA, exduding NDA, HIA, CSR, EIE and [any other contracts need to be
listed here]. This MPA with its amendments and attachments constitutes the agreement documents governing
the relationship between the Parties. Any changes to the structure or content, or any amendment, should be in
writing. Any SOP consists an effective part of this MPA upon it's signed by the Parties.

(2) SOP

(i) Means thedocument attached to this MPA which describes the terms and conditions for consulting
service.Supplier shall provide consulting service according to the terms and conditions in MPA and related SOP.

(ii) Either Party may request changes to a SOP. Supplie rshall submit to Huaweithe impact of such changes. If the
changes are acceptable, the Parties shall confirm such acceptance by signing an Amendment in writing.

(3) PO: Means the authorization document issued by Huaweito Supplier for Supplier to provide consulting
service under this MPA and SOP.Any SOW(Project Statement of Workjis an attachment ofPO.

3.2 Special Statement

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The Parties acknowledge and confirm that, the Basic Agreement for Huawei Supplier Qualification signed online
by Supplierthrough SRM system is the attachment of this Agreement, and it has legally binding effect upon the
Parties the same as physical written contracts including appendices (if applicable).

3.3 Order of Precedence

In the event of any conflict in this MPA, its attachments, relevant SOP, and PO, the order of precedence will be:

(1) Clauses of workloadand requirements of service in PO, if there is any conflict between the PO and SOW, the
PO shall prevail.

(2) This MPA and its attachments, if there is any conflict between this MPA and its attachment, this MPA shall
prevail;

(3) Relevant SOW and attached documentations, if there is any conflict between the SOPand attached
Documentations, the SOPshall prevail;

(4) Other clauses in the relevant POand SOW.

(5) Any supplementary agreements or modifications to such agreements and documents are included. And the
latest versionsof agreements ordocuments will govern.

3.4 Apply to Affiliates

Both Parties agree that rights, obligations as well as legal position of Huaweior Supplierspecified herein shall be
applicable to the Affiliates of both Parties, in case the Affiliates has entered into a Participation Agreement with
the other Party (including its Affiliates, if any). But, neither Huaweinor Huawei's Affiliates shall undertake joint
liability for each other, Supplierknows and acknowledges this clearly.

4. Management of Supplier' Personnel

4.1 Supplier shall timely conclude a consultancy agreementwiththe Consultantandthe Consultant will
indemnify Huawei and/or Supplier from any taxes, duties, levies, social security contributions, health and
accident insurance and any national insurance, pension or other liability if imposed on Huawei or Supplier shall
pay for itsconsultant, manage its consultant and take other obligations for itsconsultantaccording to the
foregoing contract. Supplier shall be responsible for any and alldisputes about the engagementrelationship
brought by Supplier's consultant arising from the performance of this MPA.

4.2 Supplieragrees that just the person who is necessary to perform the services according to this MPA, related
SOP and PO on Supplier's behalfcanenter the normal premises of Huawei. Any exceptions, including visiting
special premises designated by Huaweiwill be subject to Huawei's prior written approval

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4.3 Supplieragrees that it, and any person performing services on Supplier's behalf, will at all times comply
with all security regulations in effect from time to time while on Huawei's, or Huawei's customers' premises.

4.4 If Supplier's personnelusesome articles and documents ("Articles") provided by Huawei, Suppliershall keep
the Articles without any damage and return all the Articles after use. If the Articles are damaged or lost,
Suppliershall be responsible for compensation.

4.5 Supplier's personnel shall provide the service on time according to the SOW. In the event of any delay as the
result of circumstances beyond Supplier, Supplier does not bear any responsibility. In the event of any delay of
providing service caused by (except such delay caused by Huawei), Supplier exclusively, Supplier shall take the
liability as below:

(1) If the delay lasts over 7days,Suppliershall pay Huaweitheliquidated damages in the amount 10% of the PO
amount.

(2) Suppliershall compensate Huaweifor any losses caused by such delay.

(3) Supplieragrees that such liquidated damages and compensation can be deleted from the amount of the
service fees payable to Supplierevery month.

5. Inspection

5.1 Huaweiwill check the Deliverable Materialsprovided by Supplierin accordance with the acceptance criteria
and procedures specified in the SOW and decide whether to accept or reject and issued a written inspection
reports. The Deliverable Materialsshall not be deemed to have passed the acceptance without Huawei’s written
notice.

5.2 If the Deliverable Materials fails to pass the inspection, at its owndiscretion, Huaweiis entitled to:

i Cancel the PO and require Supplierto return all the service fees paid by Huaweiunder the PO ;

ii Require Supplierto rework and re-deliver the conformingDeliverable Materials within the specified
period. Theinspection will be repeated until the new Deliverable Materials are accepted by Huawei.

iii If Deliverable Materials are found unqualified for acceptance, it shall be deemed that Supplierfails to fulfill
the service from the very beginning. Huaweimay require Supplierto pause the service and compensate
Huaweifor its losses and damages caused by such failure.

6. Fees and Payment

6.1 Service Fees

(1) Suppliershall provide consulting service according to this MPA and related SOP. All the service fees will be
specified in SOPand/or PO.

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(2) Unless otherwise specified in the applicable SOPor PO, the prices shall include the whole service fees and all
costs for Supplier's supplying of consulting services under this MPA. Suppliershall issue the official invoice under
the local laws/regulations. Prices and relevant taxes shall be listed in the invoice separately, with the
appropriate tax numbers (such as the VAT NUMBER). The invoice amount is only the amount of payment made
byHuaweito Supplier.

(3) In the event that Supplierfails to complete the consulting service and provide the conforming Deliverable
Materialswithin the timelineagreed by both parties, unless otherwise agreed by Huaweiin advance, Huaweishall
not pay for the service provided in the extended period provided that the service fees are based on the actual
Deliverable Materials.

6.2 Payment

Unless otherwise specified in an applicable SOW or PO, the Parties shall implement the payment
according with this clause:

(1) Payment milestone: payment shall be made afterconsulting services and the related Deliverable
Materialshave been delivered bySupplier, and passed the inspection executed byHuawei.

(2) Terms date: shall be within Thirtydays (30 days)after the date which Huaweireceives the formal and
qualified invoice. Suppliercan only deliver the invoice when the consulting services and the related Deliverable
Materials have been accepted by Huawei.

(3) Terms: shall be defined in the annex 1 price and scope of work from the terms date; and Huaweishall settle
the due amount on the first Centralized Payment Date after the due date of terms.

(4) Payment method: bank transfer. Huaweishall make payments to the bank account designated by Supplierin
the qualification process.

(5) Supporting documents: Suppliershould provide the supporting documents listed hereunder before the due
date of terms to the contacts thatare prior agreed by the Parties in writing.

(i) Formal invoice. Invoice shall list PO number, payment milestone, and taxes detail information.
(ii) Vendor billing list. The list shall demonstrate the contact person of Huawei, PO number, related
invoice number, the amount of payment and the currency of the amount in detail.

6.3 Change of Bank Accounts

If Supplierdesires to change the bank account information, a written notice shall be sent to Huaweiand
theSuppliershall confirm withHuaweiwhether Huaweihas acknowledged and accepted the aforementioned
notice. The bank account change will come into effect after fifteen (15) days from the date of Huawei's receipt of
the change notice. Before the effective date of the change notice, Huaweishall continue tomake payments to the
former bank account specified.

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6.4 Taxes

(1) Both Parties shall be responsible to pay for any tax resulted from this MPA according to the
applicable laws.

(2) The price for the payment shall recite the exact kinds of all taxes, the amount of thetaxes, and the party who
will be responsible for all taxes.

7. Intellectual Property Right and Licensing

7.1 Supplierwill have sole ownership of and any right, title and interest to all IPR developed prior to or outside

the scope of this MPA and any improvements made by Supplierto Supplier's IPR("Supp!ier's Background IPR").
Huaweiwill own all right, title and interest in its IPRdeveloped prior to or outside the scope of this MPA
("Huawei's Background IPR"). Neither party will acquire any right, title, or interest, including any license
(implied or otherwise) by virtue of its performance under thisMPA, in the IPRof the other party except as
expressly granted herein.

7.2 All Deliverable Materials in whatever form or medium prepared or produced by Supplieror by any person
involved with performing consulting services for Huaweion Supplier's behalf will be considered a "work made
for hire" under the copyright laws of any country, and will be assigned by Supplierto Huawei, and will become
the sole property of Huawei, including all Intellectual Property Rights and any other rights embodied therein of
whatever kind or nature.

7.3 Without charge to Huawei, Supplierwill perform all reasonable acts requested by Huawei, including without
limitation, for documenting, and securing the IPR, and for vesting title in Huaweior its designees. Supplierwill
keepand submitto Huaweiwritten records of all final Deliverable Materials and all related documents. Upon
termination or expiration ofapplicable SOW, Supplierwill promptly provide such written records to Huawei.

7.4 In the event the Deliverable Materials or services provided by Supplierrequires use of Supplier’s
Background IPR, Suppliergrants Huaweiaperpetual, world-wide, royalty-free, fully paid up, non-exclusive license
under Supplier's Background IPRto use, have used, make, have made, offer for sale, sell, import, or otherwise
dispose of, compile, decompile, disclose, copy, modify, display, distribute, or create derivative works of
Supplier's Background IPRand to sublicense such Supplierinformation in connection with Huawei's use of the
Deliverable Materials. If any third party owns the copyrights or license of the Deliverable Materials,
Supplieragrees to obtain legal permission for the above-mentioned license for Huaweiatitsown expense.

7.5 No licenses, implied or express, under any Huawei's Background IPR, including any license to use, exercise,
or incorporate any Huawei's Background IPRis conveyed by Huaweito Supplierunderthis MPA.

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7.6 As material consideration for this MPA, Suppliercovenants not to sue or otherwise assert Supplier's
Background IPRagainst Huaweior any of Huawei's Affiliates, customers or suppliers on account of any
manufacture, use, sale, offer for sale, importation or other disposition or promotion of Huawei's products.

8. Indemnification for IPR Infringement

If a third party claims that Deliverable Materials or services provided by Supplierinfringe that third party’s IPR,
Supplierwill defend, or at Huawei's option cooperate in the defense of Huaweiagainstthat claim at its expense
and hold harmless and indemnify Huaweiforall costs, damages, and attorney's fees. If such a claim is or is likely
to be made, Supplierwill, at its own expense, exercise the first of the following remedies that is practicable:

i obtain for Huaweithe right to continue to use and sell the services or Deliverable Materials consistent with
thisMPA;

ii modify or replace the services or Deliverable Materials so they are non-infringing and in compliance with
thisMPA; or

iii AtHua wei's request, accept the cancellation of infringing services and the return of the Deliverable and
refund any amount paid.

9. Confidentiality

9.1. Comply with the "Non-Disclosure Agreement"

Supplierand all the persons involved with performing consulting services for Huaweion Supplier's behalf shall
comply with the NDAconcluded by both parties.Suppliershall be responsible for any breach of the NDA of
Supplier's personnel.

9.2. Access to Huawei's Computer System

Suppliercan onlyaccess to Huawei's computer resources or systems in order to perform serviceswith prior
written consent ofHuawei.

9.3. Data Privacy and Information Protection

Supplierwarrants that any personally identifiable information (e.g., name, address, age, etc. hereafter referred to
as "Privacy Restricted Data") will be collected, accessed, used, maintained, disclosed in accordance with all
applicable international and local laws, rules and regulations as they may be amended from time to time (the
"Privacy Laws"). Supplierwill at all times perform its obligations hereunder in such a manner as not to cause
Huaweito be in material violation of the Privacy Laws.

10. Non-Solicitation

(1) Supplieragrees that for the duration of project and for [three (3)] years after the termination thereof, unless
with prior written consent of Huawei, Suppliershall not have any Supplier's personnel, who were

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directly involved in the provision of services to Huawei, to providethesame or similar services for any company
which is in competition with Huawei.

(2) This section shall survive termination of this MPA.

11. Warranty

11.1. Authority

Each party represents and warrants that:

(1) it has obtained all necessary approvals, consents and authorizations to enter into this MPA and to perform
and carry out its obligations under this MPA;

(2) the person executing this MPA on its behalf has express authority to do so and to bind the Party, and

(3) Theexecution, delivery, and performance of this MPA does not violate any provision of any law,
charter, regulation, or ordinance of any other governing authority of the respective Party.

11.2. Performance Warranty

Supplieracknowledges and represents that it isvery important to Huaweithat it shall timely perform its
obligations provide competent Deliverable Materials according to this MPA and its attachments and.
Suppliershall:

(1) be solely responsible for, and at its own costs, arranging all permits, licenses and other authorizations
required to enable its personnel to perform obligations under this MPA, including all work permits and
visas required in the territory where the personnel is to work in; comply with all workers' compensation
or similar legislation; and pay all premiums, excesses and other amounts required by legislation or
otherwise, on a timely basis in respect of all its personnel.

(2) Provide mature and professional service and Deliverable Materials according to this MPA and
Huawei's request. Supplierfurther ensures that all the Deliverable Materials provided materially

meet the specifications and requirements specified in the related SOW and /or PO after [thirty (30)] days
upondelivery to Huawei.

(3) Use and maintain the documents and property provided by Huaweicarefully during the performance of this
MPA.

(4) Ensurethe service and supply capacity for Huawei, and ensure the continuous service and supply to
Huaweiin the first order in case of shot of capacity and/or resource.

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11.3. Liability for Non-Compliance of Warranty

(1) If Supplieris notified that the services provided were not compliance with the warranty of this MPA within
[thirty (30)] days after delivery of the services, Suppliershall at its own expense to correct and redelivery the
services.

(2) Suppliershall immediately take measures to reduce the adverse effects caused by itsbreach of this section
and compensate Huaweifor any and all losses and damages sufferedthereof.ln the event of failure to complete
the tasks set out beyond the influence of the Supplier, the Supplier will not be held accountable.

12. Liability

12.1. Without prejudice to any other rights or remedies available to Huaweiaccording to this MPA,
Suppliershall protect, defend, indemnify, and hold harmless Huaweiagainst all claims, loss, damage, expense,
judgment, suit, demand or liability that arise out of, or are connected with, Supplier's acts or omissions under
this MPA, or the acts or omissions of Supplier'sofficers, directors, employees, contractors, representatives, or
agents under this MPA, including without limitation, the defect or failure of the Deliverable Materials.
Supplierwill reimburse Huaweifor all losses, costs, and expenses incurred as a result of such claims, including
court costs and attorney'sfees.

12.2. Both Parties acknowledge that the amounts of compensation damages, indemnification and/or rates
of liquidated damages payable to Huaweiare fair and reasonable and, so far as they are aware, represent a
genuine pre-estimate of any resulting loss or expense to Huawei.

12.3. Both parties acknowledge that any and all breaches of anti-bribery regulationsimposed by local
legislation in the territory of Serbiaby Supplier and its personnel including but not limited to its employees,
subcontractors and management members, shall be considered as a serious breach of this Agreement and
Huawei reserves the right to terminate this Agreement within 30 days upon finding out of any anti-bribery
breach, without liability and without prejudice to Huawei'sother rights and remedies to terminate the contract
or contracts with Supplier, and Supplier shall be liable for all consequential losses incurred by Huaweiasa result
of such termination, and shall indemnify and render Huaweiharmless from all such costs.

13. Force Majeure

(1) Neither party shall be in default or liable for any delay or failure to comply with this MPA (including SOPand
PO) is due to any unforeseeable, unavoidable and insurmountable objective conditions beyond the control of the
affected Party. The aforementioned circumstances shall include but not limited to, acts of God, riots, strikes
excluding labor disputes, wars, embargoes, civil or military insurrection and similar events (a "Force Majeure
Event"). The obligations which are not affected by the event shall be performed sequentially, while the other
obligations are affected.

(2) The Huaweieffected by Force Majeure Events shall inform the other Party in writing and send the statement
issued by a competent authority, if any, to the other Supplier'selectronic mail, registered mail

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or fax within five (5) working days after happening of such event; otherwise the other Party may not recognize
the event as a valid Force Majeure Event.

(3) Both Parties shall make best efforts to take corresponding action to mitigate any loss or damage following a
Force Majeure Event. Cost for such effort, if any, shouldbe mutually discussed and agreed by both Parties.

(4) The Party claiming Force Majeure Event shall inform the other Party in writing immediately upon the end of
Force Majeure Event.

(5) If the influence of Force Majeure Event exceeds a period of[one hundred and twenty (120)] days, the Parties
shall negotiate in good faith of the termination of this MPA or any SOWor PO.

14. Applicable Law and Dispute Resolution

14.1 Applicable law

This MPA shall be governed by and construed in accordance with the laws of [People's Republic of Serbia],
without reference to its choice of law rules.

14.2 Dispute Resolution

Without prejudice to the right available to either Party under this MPA, the Parties shall consult in good faith
about the claim. If the Parties can't enter into an agreement on the claim then:

This dispute can only be submitted to the court with jurisdiction in the place where this MPA is signed.

15. Term and Termination

15.1. Term

This MPA shall continue in effect for 12 months from the Effective Date.

Termination

This MPA shall be terminated if any of the following condition occurs.

(1) Unless otherwise specified in other clauses of this MPA, either Party may terminate this MPA if the other
Party materially breaches this MPA, and that breach is not cured for a period of thirty (30)days after receiving
written notice of the breach.

(2) Either Party may immediately terminate this MPA in the event the other Party files a bankruptcy petition of
or has a bankruptcy petition filed against it, applies for control, becomes insolvent, enters into suspension of
payments, moratorium, makes a general assignment for the benefit of creditors, admits in writing its inability to
pay debts as they mature, goes into receivership, or avails itself of or becomes subject to any other judicial or
administrative proceeding that relates to insolvency or protection of creditors' rights.

(3) Late deliveries, deliveries of non-conforming or defective service, failure to perform as agreed, or failure to
provide reasonable assurances of future performance upon request, will entitle Fluaweito

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terminate this MPA, in whole or in part (including any individual SOW or PO), in such case, Suppliershall be
liable to Huaweifor any damages incurred as a result of Supplier's breach or default or take other remedy
measures at Huawei's option.

(4) Huaweimay terminate this MPA upon30days prior written notice to Supplierwithout any cause.

15.2. Effect of Termination

Upon the expiration or termination of this MPA for any reason:

(1) Termination of this MPA or any SOW will not limit either Party from pursuing any other remedies available
to it, including injunctive relief, nor will relieve the party from any liability for losses and damages arising out of
its performance of this MPA or otherwise according to law. All rights and obligations that by their nature are
intended to survive will survive termination of this MPA or any SOW.

(2) Upon termination of this MPA, Supplier shall immediately stop providing services and/or Deliverables
Materials unless otherwise directed by Huawei. Supplier is entitled to claim any undisputed amount of
compensation by submitting of a proper invoice and proofs, for the percentage of work performed by it up to the
termination date as specified in the termination notice, based on the price set forth in the applicable SOW or PO.

(3) Supplier will deliver to Huawei any tangible item, including but not limited to reports, drawings, sketches,
formulas, designs, analyses, graphs and notes; and any Intellectual Property in tangible form, which is owned by
Huawei under the terms of this MPA.

16. Miscellaneous

16.1 Announcement on Authorized Signatories

SUPPLIERACKNOWLEDGES AND AGREES THAT IT IS FULLYUNDERSTANDING AND AWARE OF HUAWEI'S

GLOBAL PROCUREMENT POLICIES AND REQUIREMENTS, AND WILLING TOFOLLOW HUAWEI’S
PROCUREMENT MANAGEMENT REGULATIONS WHEN COOPERATING WITH HUAWEI. BEFORE SIGNING
CONTRACT WITH HUAWEI, SUPPLIERSHALL ACCESS AT HUAWEI PORTAL
(HTTP://WWW.HUAWEI.COM/EN) -> "SUPPLIERS" "HUAWEI PROCUREMENT DISCLAIMERS CHECK HUAWEI'S
GLOBAL DESIGNATEDPROCUREMENT CONTACT PERSON AND CONFIRM WITH HIM/HER ABOUT THE
AUTHORIZEDPROCUREMENT SIGNATORIES OF HUAWEIIN WRITTEN. OTHERWISE, THE CONTRACT SIGNED
BETWEENSUPPLIERAND UNAUTHORIZED PROCUREMENT SIGNATORIESOF HUAWEIWILL NOT BE LEGALLY
BINDING UPON HUAWEI.

16.2 Amendment

Any and all modification, amendment and other change to this MPA shall be made in writing and
executed by authorized representatives of both Parties.

16.3 Calendar Days

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Unless expressly defined otherwise, all references to "day" or "days" in this MPA shall mean calendar days.

16.4 Language

This MPA, relevant attachments, and all kinds of written and oral communications between the parties relating
to this MPA shall be written, explained, and stated in [English], If the written or oral information is exchanged in
two (or more than two) kinds of languages, [English] shall be the standard language.

16.5 Severability

If any term in this MPA is found unenforceable in any respect by competent judicial authority, the validity of the
remainder of this MPA will be unaffected, provided that such unenforceability does not materially affect the
Parties' rights under this MPA.

16.6 Survival

Any section/clause of this MPA shall survive termination or expiration of this MPA if such section/clause or the
nature of such section/clause indicates so.

16.7 Assignment

Neither Party shall assign their rights or delegate their duties under this MPA to its Affiliates or any third party
without the prior written consent of the other Party. Any unauthorized assignment of this Agreement is void.

16.8 Subcontract

Supplier shall not subcontract any of its obligations under this MPA without Huawei's prior written
consent. Supplier shall be responsible for all services subcontracted hereunder and shall indemnify
Huawei against any loss or damages caused by the acts or omissions of Supplier's Suppliers.

16.9 Waiver

Failure of either Party to insist upon the performance of any term, covenant, or condition in this MPA, or to
exercise any rights under this MPA, shall not be construed as a waiver or relinquishment of the future
performance of any such term, covenant, or condition, or the future exercise of any such right, and the obligation
of each Party with respect to such future performance will continue in full force and effect.

16.10 Independent Party

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MPA3411SRB1903120040002590406980

Supplier will perform under this MPA solely as an independent Huawei, and nothing in this MPA will be
construed to be inconsistent with that relationship. Under no circumstances shall any of Huawei's personnel be
considered as employees or agents of Huawei. Nothing in this MPA grants either Party the right or authority to
make commitments of any kind for the other, implied or otherwise, without the other Party's prior written
agreement. This MPA does not constitute or create, in any manner, a joint venture, partnership, or formal
business organization of any kind.

16.11 Notices

All communications between the parties regarding this MPA will be conducted through the Parties'
representatives as specified in the SOW or other relevant documents. All notices and other communications
required or contemplated under this MPA shall be in writing and signed by an authorized representative of
the Party providing such notice by (1) personal delivery, (2) express delivery, (3) registered or certified
mail, postage prepaid and return receipt requested, (4) electronic facsimile with return receipt, (5)
electronic mail with return receipt, or (6) other form of electronic information collaboration acknowledge
by the Parties. In addition to other clauses in this MPA or in relevant SOW, Supplier shall notify Huawei
within [three (3)] working days under the following circumstance:

(1) Major changes in the company's senior executives

(2) Major changes in equity structure and asset structure

(3) Major changes in financial status

(4) Major lawsuits that have happened or are likely to happen

(5) Major accidents involving corporate and social responsibilities

(6) Serious accidents involving serious consequences

(7) Major or unexpected accidents that possibly make Supplier unable to fulfill the obligations under this MPA
or take relevant responsibilities.

17. Counterparts
This MPA may be executed in [four] counterparts, [two] for each party, which shall be deemed to have equal
effect.
Annex 1: price Supplier (Seal):
Huawei(Seal): QUEENSMILl LTD

Huawei Technol
queensmill ltd
Authorized representative's
Authorized represen

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(neatly written): (neatly written):

Signature: Signature:

Authorized representative's Title:

Authorized representative's Title:
General Manager ,

Date:

Annex 1: price and scope of work

As payment for the Consultant Services the Client shall pay to the Supplier the fees at the rate of € 13,000/
month exclusive of Value Added Tax or other tax (WHT), payable on a monthly basis within 30 days of Huawei
received the Supplier of a valid tax invoice. The invoice shall be itemized and accompanied by any supporting
documents as may be reasonably requested by the Client.
Unless otherwise expressly agreed by the Client, the Supplier shall bear the Consultant’s expenses (including
but not limited to travel and accommodation) incurred in the course of the Appointment Any liability to pay the
fee referred to in clause above in respect of any month may be cancelled in the event that the Supplier is in
breach of any terms of this Agreement.
The Client shall be entitled to deduct from the fees (and any other sums) due to the Supplier any sums that the
Supplier may owe to the Client or any Group Company at any time.
Payment in full or in part of the fees or expenses claimed under clause shall be without prejudice to any claims
or rights of the Client against the Supplier in respect of the provision of the Services.

Scope of work
During the term of the Appointment the Supplier shall:
> Use their best endeavours to provide suitable Consultant to perform the Services and exercise and carry
out such powers and functions as are specified in this Agreement;
> Provide consulting service on improving the public relationship between Huawei and Huawei’s Client.
> Warrant and represent that the Consultant assigned to the performance of the appointment shall use the
highest standard of skill, care and diligence so that the Client may obtain sufficient assistance and be
improved to win all public procurement biddings related to ICT and also other biddings.
> Observe all such outline directions and restrictions as Huawei may lawfully give or impose on the Supplier
or the Consultant within the scope of the Appointment; The Supplier is oblige to communicate such directions
to the Consultant within a reasonable period of time, without in any case impacting on the delivery time of the
Services.
> Use their best endeavours to promote and advance the interests of Huawei.
Shall provide Huawei with such reports on the work or services as Huawei may from time to time require.

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