REALWEAR, INC.

PARTNER AUTHORIZATION AGREEMENT

This RealWear, Inc. Partner Authorization Agreement (the “Agreement”) is by and between RealWear, Inc. with its principal place of business at 600
Hatheway Road, Suite 105, Vancouver, WA 98661 ("RealWear''), and the company identified herein below (the "Partner''). Partner and RealWear may
each be referred to herein individually as, a "Party'' and collectively as, the “Parties." This Agreement along with the current RealWear Partner Network
Program and Policy Guide (the “Policy Guide” is applicable only to Partners outside of the Asia-Pacific (“APAC”) territory) shall be collectively referred
to herein as the “Agreements,” and is the only agreement between Partner and RealWear regarding Partner’s purchase and distribution of RealWear
Products. The Agreements supersede and replace in their entirety any prior written or oral agreements between the Parties related to the subject
matter herein. Any prior agreements are void ab initio and of no effect. Any terms or conditions contained in any other documents (e.g., quote, RFP,
RFQ purchase order, procurement forms, vendor documentation, etc.) are expressly superseded by the Agreements, rejected, and excluded.
"Hardware" means the RealWear HMT-1 family of head-mounted tablets. "RealWear Software" means any software, library, tool, utility, or other
program code, in object (binary) form embedded or pre-installed in the Hardware, including any updates made available to Partner by RealWear.
"Documentation" means the related media, printed materials, online and electronic documentation provided by RealWear, including copies.
"Product(s)'' means Hardware, RealWear Software, Documentation, and any associated accessories, collectively.

Terms and Conditions

1. Rights Granted
Subject to the terms and conditions of this Agreement, RealWear grants Partner the non-exclusive right to purchase Products from the designated
RealWear sales entity as provided for in Section 2A herein for your region and promote, market, and resell the Products to Partner’s customers
in the Territory. Such Territory is defined by RealWear and provided to Partner by email communication upon completion of the Partner
onboarding process. The Products are exclusively for use in the Territory and shall not be exported. Partner may only sell the Products for
commercial use. The Products are for sale only in approved countries which are available at: https://www.realwear.com/approved-countries. The
RealWear Software and Documentation are licensed, not sold, and Partner may not sell or distribute them separately from the Hardware.
RealWear's license to the end user and RealWear’s Limited Hardware Warranty are packaged with the Product and are also available at:
https://www.realwear.com/terms-of-sale/.

2. Terms of ReaIWear's Sale to Partner

A. Purchase of Products. Partner may only purchase Products through a RealWear authorized distributor. Any and all terms and conditions
as it pertains to orders, pricing, invoices and payments between Partner and such authorized distributor will apply.
B. Changes to Terms. RealWear may modify the terms of this Agreement upon reasonable advance notice to Partner at any time during
the term of the Agreement by sending an email to the email address provided by Partner. If RealWear makes changes to the terms that
materially affect or change Partner’s rights, Partner will be provided with at least 30 days advance notice of the changes by email as
required herein.
3. Partner’s Obligations and Terms of Sale to Customers
A. General Obligations. Partner agrees that it will: (i) use commercially reasonable best efforts to market and sell the Products to its end user
customers; (ii) only purchase genuine Products from its authorized distributor for Partner’s Territory; and (iii) except as otherwise permitted
by a written addendum to this Agreement signed by RealWear as specified in Section 4, sell the Products only as provided by RealWear
without alteration or modification.
B. Reporting Obligations. Partner agrees to provide RealWear with written reports upon request during the Term in the format reasonably
required by RealWear. Such reports will at a minimum include the following information for each end user customer of Partner or Partner’s
resellers or distributors: (i) the identity of the purchaser (including end user company name.) and its primary location (including state, if
applicable, administrative subdivisions, country, and intended country of use), and (ii) the serial number, delivery address, and sales date
of each Product sold, broken down by end user. Partner agrees to submit these reports to RealWear within ten (10) business days of
receipt of the request. RealWear uses point of sales (“POS”) reporting for the end user customer warranty verification and tracking, as well
as sales out validation for sales compensation. It is understood, subject to any reporting requirements related to relevant privacy and data
laws and RealWear’s policy of compliance with such restrictions, the information supplied by Partner is confidential. Further, RealWear will
not use such information for solicitation of business from those purchasers.
C. No Additional Terms on Behalf of RealWear. If Partner offers its customers any non-RealWear Software applications or configurations,
Hardware or Hardware modifications, or other services (additional or extended warranties, system integration service) associated with the
Products (each and collectively, "Value Added"), Partner’s agreements with its customers must distinguish the Value Added from the
 Products. Partner must make clear to the customer that it, and not RealWear, is the provider of such Value Added and is solely responsible
for the Value Added, including any defects or damages to the Product, or any effect or change in Product performance related to the Value
Added. Partner may not make any promises, representations, warranties, covenants, guarantees, or any other agreements (collectively,
"Additional Promises") on behalf of RealWear. If Partner makes any Additional Promises, Partner is solely responsible for them, RealWear
expressly disclaims all liability related to the Additional Promises and will have no obligation in connection with the Additional Promises.

4. No Modification
Partner may not modify the Product without RealWear's prior written consent, which RealWear may grant at its sole discretion, in a separate
signed written agreement (an “Addendum”). Such Addendum shall be attached to this Agreement and will set forth the details of any permitted
modifications Partner may make to the Products. For purposes of this Section 4, “modify” shall mean (i) the physical modification of the Hardware
or Product; (ii) any modification or change to the RealWear Software, as defined above; (iii) any changes to RealWear’s Marks as they appear
on the Product at the time of sale; or (iv) any other reconfiguration or alteration of the Product that may affect or alter Product performance as
intended.

5. Trademarks, Logos, other Proprietary Markings

A. RealWear grants Partner a limited, personal, non-exclusive, non-assignable, non-transferrable, right to use, strictly in accordance with
RealWear's Trademark and Brand Usage Guidelines available at http://realwear.com/brand/ ("Guidelines") during the Term of this
Agreement and within the Territory, those RealWear trademarks, logos, brands, or other proprietary markings identified in the Guidelines
("Marks") solely: (i) in marketing material provided to Partner by RealWear; and (ii) in marketing materials Partner creates and which
RealWear must approve in advance in writing, at its sole discretion, unless RealWear waives such rights in writing. For avoidance of doubt,
Partner may not (i) modify the Mark; (ii) add any Partner or third party branding or labeling to the Product packaging; or (iii) remove, obscure,
or alter any Marks on any Product. Such restrictions shall apply to the Product, Product packaging, and to any marketing materials in the
following forms: (a) oral, (b) video, (c) electronic media, or (d) written form, unless RealWear waives such rights in writing.
B. All use of the Marks by Partner or any customer regarding the Product will accrue solely to the benefit of RealWear. Partner may not use
the Marks in conjunction with any other trademarks, logos, or other proprietary marks, or in any way, through marketing or promotional
materials, oral statements and representations, or through modification of any identifications or markings on the Product, unless approved
by RealWear in writing, that is likely to cause confusion about whether the Product is a RealWear Product in RealWear’s sole reasonable
discretion. RealWear shall at all times be the exclusive owner of the Marks and nothing herein is intended, nor does it grant Partner any
interest in or rights to the Marks other than as stated herein.

6. Term and Termination

A. Term. Unless otherwise terminated by either Party in accordance with Sections 6.B. or 6.C. below, the initial term of this Agreement is one
year from the date RealWear executes this Agreement (the "Initial Term" and together with any Renewal Term, the “Term”). The Agreement
will automatically renew for successive one-year terms (each a "Renewal Term") unless either Party provides at least sixty (60) days advance
written notice to the other Party of its intent to not renew the Agreement.
B. Termination for Convenience. Either Party may terminate this Agreement for convenience and without cause by giving the other Party at
least 30 days’ written notice.
C. Termination for Cause. RealWear may immediately terminate this Agreement upon written notice to Partner if: (i) Partner breaches any
part of this Agreement and does not cure such breach within thirty (30) days of receipt of RealWear's notice of the breach, and RealWear
has not otherwise waived its rights herein in response to such breach and failure to timely cure such breach; (ii) Partner attempts to assign
or delegate any interest or obligation in this Agreement, except as otherwise stated in Section 11.G. herein (which assignment or delegation
will be null and void); or (iii) Partner fails for any reason to function in the ordinary course of business. Partner may terminate this Agreement
immediately upon notice to RealWear if (i) RealWear breaches any part of this Agreement and does not cure its breach within thirty (30)
days of receipt of Partner’s notice of the breach; (ii) RealWear informs Partner that it is unable to deliver the Products ordered; or (iii)
RealWear fails for any reason to function in the ordinary course of business.

7. Confidentiality
A. Confidential Information and Exclusions. “Confidential Information" means any information disclosed by one party (the "Discloser") to
the other party (the "Recipient") that is visually or orally identified as "confidential," "proprietary," or similarly identified, or that should
reasonably be understood to be confidential under the circumstances. Confidential Information does not include any information that (i)
 Recipient knows or possesses, without any confidentiality obligation to the Discloser at the time of disclosure; (ii) is or becomes public,
through no fault of the Recipient; (iii) Recipient receives from a third party with no confidentiality obligation to the Discloser; or (iv) Recipient
independently develops without reference to any Confidential Information of the Discloser.
B. Confidentiality Obligations and Exceptions. Recipient will not use any Confidential Information for any reason other than as strictly
necessary for the business discussions between Discloser and Recipient or for a Party’s performance of its obligations under this Agreement.
Recipient will not reverse engineer, tear down, or disassemble any Hardware or reverse engineer, extract, or decompile any RealWear
Software, or otherwise attempt to derive or discover any Confidential Information from any Hardware or RealWear Software. Partner will not
publish or publicly disseminate any performance testing results or benchmarking studies of any Product without first providing them to
RealWear for review and receipt of prior written approval by RealWear, which RealWear may grant or withhold at its sole discretion. Recipient
will not disclose or allow to be disclosed any Confidential Information to any other party for five (5) years from the date of disclosure. Recipient
will use the same precautions to prevent disclosure of Confidential Information that it uses to safeguard its own Confidential Information, but
will at least use a commercially reasonable degree of care and at least the same level of care that it takes in protecting its own Confidential
Information. Recipient may disclose Confidential Information to its own employees, contractors, consultants, and directors who have a need
to know the Confidential Information, provided that they are bound by confidentiality obligations at least as restrictive as this Agreement.
Recipient assumes responsibility for any disclosure of Confidential Information by them including any losses, expenses or damages incurred
by the Discloser as a result of improper disclosure of the Confidential Information. Recipient may disclose Confidential Information in
response to a judicial or other governmental order provided that the Recipient (unless legally prevented from doing so) gives reasonable
notice to the Discloser of the disclosure prior to the disclosure in order to allow Discloser to seek a protective order or the equivalent, and
reasonably assists Discloser (at Discloser's expense) in that effort; or with written permission from Discloser. Nothing in this Agreement
obligates either Party to disclose Confidential Information or forms any joint venture or other relationship.
C. Ownership, AS-IS Disclosure, Return and Destruction of Confidential Information. Discloser owns all Confidential Information and
derivative information and all associated intellectual property rights and other proprietary interests. Nothing in this Section 7 grants or implies
any license to Discloser's intellectual property. Each party discloses information AS-IS and makes no guarantees about its completeness,
suitability for any particular purpose, or any other guarantees or warranties whatsoever. At the termination of this Agreement, or at the
request of Discloser, Recipient must return all Confidential Information to the Discloser or certify to the Discloser that it has destroyed all
Confidential Information in its possession. Recipient may keep one copy of Confidential Information in its legal department for record keeping
or compliance obligations.

8. Indemnification
A. RealWear Indemnification. This is Partner’s exclusive remedy for any IP Claim. Nothing in this Agreement or elsewhere will require
RealWear to provide any greater indemnity.
(i) Indemnification. If a third party asserts a claim against Partner alleging that a Product infringes or misappropriates any patent,
copyright, or trade secret belonging to that third party (an "IP Claim"), and Partner gives RealWear prompt written notice of the details of the
IP Claim, then RealWear will defend Partner against the IP Claim and pay all damages that a court finally awards. RealWear may also, at
its option, a) obtain for Partner a license to continue to use the Product; b) replace the Product with a non-infringing equivalent; or c) refund
to Partner the amount it paid for the Product.
(ii) Limitations. RealWear will have no obligation for any IP Claim that arises in whole or in part from any: a) modification to the
Product not made by RealWear; b) combination of the Product with any other third-party hardware, software, or other product not provided
by RealWear or that is not certified by RealWear as an authorized Product; c) any Value Added or Additional Promise; or d) the failure of a
customer end user to timely install any RealWear Software update made available by RealWear. Except in the event of d) above, Partner
will indemnify and hold harmless RealWear from all costs, expenses and damages due to such resulting IP Claim.
(iii) Control of Defense. Partner agrees that RealWear will have sole control of the defense and Partner will, at RealWear’s cost,
provide RealWear with all reasonable assistance in the defense. However, Partner may object to RealWear’s election to control the defense
by notifying RealWear of such objection if Partner reasonably determines that the third-party claim may result in non-monetary damages
that may materially and adversely affect Partner. If Partner objects to RealWear’s election to assume the defense as outlined above, Partner
shall have the right to undertake the defense of such claim at the expense and for the account of RealWear. RealWear shall not, without
the prior written consent of Partner (which consent shall not be unreasonably withheld, delayed, or conditioned), consent to any admission
or the entry of any judgment with respect to the matter, or enter into any settlement which (a) imposes anything other than monetary damages
fully indemnified by RealWear, including the imposition of an injunction or other equitable relief upon Partner, (b) does not include an
 unconditional provision whereby the plaintiff or claimant in the matter completely and unconditionally releases Partner from all liability with
respect to such matter, without prejudice, or (c) would result in the finding or admission of any violation of law.
B. Partner Indemnification. Partner agrees to indemnify RealWear against, and hold RealWear harmless from, any and all claims by
Partner’s customer or any third party, including all losses, damages, liabilities, deficiencies, debts, obligations, amounts paid in settlement
of third party claims, judgments, interest, penalties, fines, costs or expenses of whatever kind, including reasonable attorney fees and the
cost of enforcing any right to indemnification hereunder, related to any Value Added or Additional Promise, as Value Added and Additional
Promise are defined in Section 3.C. herein.

9. Exclusion of Certain Damages, Limitation of Liability, Assistance with Defense

A. Exclusion of Certain Damages. EXCEPT AS IT RELATES TO A BREACH OF SECTIONS 5.A., 7 AND 8.B., NEITHER PARTY WILL BE
LIABLE FOR ANY LOST REVENUE, INCOME, PROFIT, OR SAVINGS; LOST OR CORRUPTED DATA OR SOFTWARE; LOST
BUSINESS OPPORTUNITY; PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY OTHER INCIDENTAL, INDIRECT, PUNITIVE,
SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS.
B. Limitation of Liability. EXCEPT AS IT RELATES TO DAMAGES INCURRED DUE TO A PARTY’S BREACH OF SECTIONS 5.A., 7 AND
8.B., A PARTY’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
THE PRODUCTS WILL NOT EXCEED THE TOTAL AMOUNT PURCHASED BY PARTNER FROM DISTRIBUTOR DURING THE PRIOR
12 MONTHS FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.
C. Application of Limitations. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS AGREEMENT APPLY TO ALL CLAIMS
FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THESE
LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR
REALWEAR'S SALE OF PRODUCTS TO PARTNER AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY AND EVEN IF REALWEAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. PROVIDED
HOWEVER THAT THE LIMITATIONS STATED HEREIN SHALL NOT APPLY TO A BREACH OF SECTIONS 5.A., 7 AND 8.B. OF THIS
AGREEMENT.

10. Governing Law, Dispute Resolution

Any dispute relating to this Agreement ("Dispute") will be resolved through binding arbitration according to the then-current Commercial Arbitration
Rules of the American Arbitration Association (the "AAA Rules"). The existence, content (including all documents and materials submitted to the
arbitrators), and results of any arbitration shall be deemed Confidential Information. The arbitrator will be a neutral practicing attorney or retired
judge with experience in similar cases and appointed in accordance with the AAA Rules. The arbitrator must agree in writing to maintain the
confidentiality of the arbitration. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq. The substantially prevailing
Party will be entitled to recovery of arbitration expenses (including all costs and reasonable attorney's fees) from the substantially non-prevailing
Party. The arbitrator's award will include provisions for this recovery. The arbitrator's award will be binding and final. Any court having jurisdiction
may enter judgment upon the award. The arbitration will be conducted in English and held in Vancouver, WA. This Agreement is governed by,
and the arbitrator will apply, the substantive laws of the State of Washington excluding its conflicts of law provisions. The United Nations
Convention on Contracts for the International Sale of Goods expressly will not apply to this Agreement.

11. Additional Terms

A. Change to Products. RealWear may make improvements or other changes to Products at any time, including after Partner places an order
but before shipment, and will make commercially reasonable efforts to provide Partner with thirty (30) days advance written notice of such
changes. However, all Products will materially meet or exceed all specifications published by RealWear at the time of the order.
B. Compliance with Laws. Partner must comply with all laws and regulations applicable to its use, import, export, or sale of the Products
including, for example, customs and export laws of the U.S. and the country to which the Product is shipped or in which the Product is used.
Without limiting the foregoing, Partner specifically agrees that it will not directly or indirectly, offer or pay or authorize such offer or payment
of any money or other consideration to improperly influence or seek to influence any governmental official. In performing Partner’s obligations
under this Agreement, Partner will comply with all applicable statutes, regulations and government rules relating to anti-bribery and anti-
corruption including the United States Foreign Corrupt Practices Act. Partner agrees that it will not export to any individual or entity in or
 involving any country or territory (including North Korea, Cuba, Iran, Sudan, Syria, and Crimea), that the U.S. government has identified as
on a list of prohibited, sanctioned, debarred, or denied parties.
C. Force Majeure. Neither RealWear nor Partner shall be held liable if its performance under this Agreement is prevented by unforeseeable
acts or events beyond the Party's reasonable control, including, but not limited to, acts of God, fire, flood, earthquakes or other catastrophes;
strikes or other labor unrest; power failures, global pandemic including but not limited to Covid-19, electrical power surges or current
fluctuations; nuclear or other civil or military emergencies; or acts of legislative, judicial, executive, or administrative authorities; or any other
circumstances that are not within its reasonable control. In the event of a Force Majeure event, performance shall be excused provided that
nothing herein will act to waive Partner’s obligation to timely pay all amounts owed to RealWear under this Agreement.
D. Headings, Severability, Waiver. The Section headings used in this Agreement are for reference and convenience only and shall not affect
the interpretation of this Agreement. If any portion of this Agreement is held to be unenforceable, the Parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible. The waiver by either Party of any right
provided under this Agreement shall not constitute a subsequent or continuing waiver of such right under this Agreement.
E. Construction. Each Party has had the opportunity to review the Agreement by legal counsel of its choice and this Agreement including its
terms and conditions is the result of joint negotiation. Any ambiguities in the Agreement will not be interpreted or resolved on the basis of
which party drafted any portion of this Agreement.
F. Relationship of Parties. Each Party is performing their obligations under this Agreement only as an independent contractor. Nothing set
forth in this Agreement shall be construed to create a partnership, joint venture or the relationship of principal and agent between Partner
and RealWear. Neither Party shall act or represent itself, directly or by implication, as an agent of the other Party.
G. No Relationship Formed, Entire Agreement. The relationship between RealWear and Partner is one of vendor and vendee, and the
Agreements do not form any other relationship between the Parties. This relationship is personal to Partner and this Agreement may not be
assigned without RealWear's prior written consent. However, nothing herein will prevent Partner from assigning its rights under the
Agreements in the event that Partner sells all or substantially all of its assets or more than 50% of its equity ownership interest, provided
that the assignee or acquirer does not operate in a business that competes with RealWear, and further provided that assignee or acquiror
agrees to be bound by all the terms and conditions of the Agreements without revision or modification, all with the express written consent
of RealWear, which such consent will not be unreasonably withheld. RealWear reserves the right in its sole discretion to assign its rights
and obligations under the Agreement.
H. Remedies. Except as otherwise limited or excluded herein, all remedies in this Agreement shall be cumulative and in addition to and not in
lieu of any other remedies available to either Party at law, in equity or otherwise, and may be enforced concurrently or from time to time.
I. Notices. Notices required to be sent by either Party under this Agreement shall be sent by electronic email to the address provided by
Partner and in the case of any notice to RealWear, must be emailed to Attn: Legal Department at legal@realwear.com, or any other address
RealWear notifies Partner of in writing.