DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

MANUFACTURING AND DISTRIBUTION AGREEMENT

This MANUFACTURING AND DISTRIBUTION AGREEMENT (“Agreement”) is made as of

February 14, 2023 (“Effective Date”).

BY AND BETWEEN:
CRIB-CLOUD VENTURES INC., a company duly incorporated
under the laws of the Province of British Columbia and having its
registered and records office at 400 – 8621 201 Street, Langley, BC
V2Y 0G9 (“CC”)
AND:
GUANGDONG TRAVELICONS HEALTH TECHNOLOGY
LIMITED, a corporation formed under the laws of the People’s
Republic of China with its offices at No. 32 Tingshan Square Road,
Houjie Town, Dongguan City, Guangdong Province, China
(“GTHT”)
AND:
TOPWELL TECHNOLOGY (SHANGHAI) LTD., a corporation
formed under the laws of the People’s Republic of China with its
offices at Area A, Huangjiabu Town Characteristic Industrial Park,
Ningbo, Zhejiang, China (“Topwell”)
AND:
BRIGHT IDEAS SUPPLY CHAIN SOLUTIONS LLC, a limited
liability company formed under the laws of the State of Delaware,
USA, with its offices at 550 West B Street, San Diego, CA 92101
USA (“Bright Ideas,” together with CC, GTHT and Topwell, the
“Parties” and each a “Party”)

WHEREAS:

A. CC is a producer of a device that inclines infant crib mattresses (the “Infant Products”).

B. GTHT has manufacturing capabilities.

C. The Parties believe that it would be mutually beneficial for GTHT to manufacture the Infant
Products, and wish to make an agreement between them to do so.

D. Topwell is a logistics partner who will liaise between GTHT and CC and inspect the Infant
Products and prepare them for shipment to CC.

E. Bright Ideas is a logistics partner who will liaise between CC, GTHT and Topwell.

{20222440-V3705635;5} Page 1 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

NOW THEREFORE, in consideration of the mutual premises and covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each Party, and intending to be contractually bound, the Parties make this
Agreement as of the Effective Date.

1. INTERPRETATION

1.1. Defined Terms. In this Agreement:

1.1.1. “$” refers to the lawful money of The United States of America.

1.1.2. “Agreement” means this agreement.

1.1.3. “Bright Ideas” has the meaning given thereto in the Preamble.

1.1.4. “Business” means the manufacture, marketing and distribution of the Infant
Products as owned and operated by CC.

1.1.5. “CC” has the meaning given thereto in the Preamble.

1.1.6. “CC IP” means IP belonging to CC in relation to the Infant Products.

1.1.7. “Confidential Information” has the meaning given thereto in section 5.1.

1.1.8. “Dispute” has the meaning given thereto in section 9.1.

1.1.9. “Effective Date” has the meaning given thereto in the Preamble.

1.1.10. “GTHT” has the meaning given thereto in the Preamble.

1.1.11. “IP” means all intellectual property rights of whatever kind or nature relating to the
Infant Products, arising out of any legal system and whether or not registered and
whether or not registrable with any governmental authority or agency of competent
jurisdiction, including patents, trademarks, service marks, trade names, copyrights,
trade secrets, know-how, chemical formulae, compounding instructions, processes,
data, studies, plans, information on customers and suppliers, strategies, designs,
trade dress, research, applications for intellectual property rights, uses and
applications of the Infant Products, government or regulatory approvals, and all
goodwill associated with any of the foregoing, whether now existing or hereafter
developed or acquired by a Party.

1.1.12. “Indemnity Claim” has the meaning given thereto in section 8.1.

1.1.13. “Infant Products” has the meaning given thereto in Recital A, and initially shall
mean those Infant Products listed in Schedule A, as revised by the Parties from time
to time.

{20222440-V3705635;5} Page 2 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

1.1.14. “License” has the meaning given thereto in section 3.1.

1.1.15. “Parties” has the meaning given thereto in the Preamble.

1.1.16. “Term” has the meaning given thereto in section 7.1.

1.1.17. “Topwell” has the meaning given thereto in the Preamble.

1.1.18. “Termination Date” has the meaning given thereto in section 7.2.6.

1.1.19. “VanIAC” has the meaning given thereto in section 9.2.1.

1.2. Other Rules of Interpretation. In this Agreement:

1.2.1. Words importing the singular number include the plural and vice versa;

1.2.2. Words importing the use of any gender shall include all genders including neutral
genders;

1.2.3. The word “including” means “including without limitation;”

1.2.4. Words commonly used as accounting terms but not otherwise defined in this
Agreement shall have the meanings given to those terms by the International
Accounting Standards Board’s International Financial Reporting Standards for Small
and Medium-Sized Enterprises, unless any Party becomes publicly traded, in which
case the meanings shall be according to Generally Accepted Accounting Principles
(Canada); and

1.2.5. The division of this Agreement into articles, sections and paragraphs, and the
headings given to any portion of this Agreement, are for reference only and shall not
affect the interpretation of this Agreement.

1.3. No Contra Proferentem or Strict Construction. The Parties acknowledge that their
respective legal counsel have reviewed and participated in drafting and settling the terms
of this Agreement, that no portion of this Agreement can be attributed as having been
drafted by a specific Party, and that the Parties hereby agree that any rule of construction
to the effect that any ambiguity is to be resolved against the drafting party shall not be
applicable in the interpretation of this Agreement. The Parties further agree that this
Agreement represents their joint intent and that no rule of strict construction shall be
applied in the interpretation of this Agreement.

2. MANUFACTURING

2.1. Responsibilities of GTHT. GTHT hereby agrees to:

2.1.1. Manufacture the Infant Products;

2.1.2. Conduct quality control testing on the Infant Products; and

{20222440-V3705635;5} Page 3 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

2.1.3. Ship the Infant Products as directed by CC, on its own, through Topwell or Bright
Ideas or through third-party shippers approved by Bright Ideas and hired for the
purpose, including all applicable export, import and customs documentation.

2.1.4. GTHT shall not change the design, materials, quality or construction of the product
nor of the packaging without prior written approval of CC.

2.2. Responsibilities of CC. CC hereby grants to GTHT, on the terms and conditions set out
in this Agreement, the right to manufacture the Infant Products. CC shall support GTHT
as needed in the manufacture of the Infant Products via consultation.

2.3. Responsibilities of Topwell. Topwell shall assist with ensuring that GTHT meets targets
for production, quality and timeliness, and shall inspect the Infant Products prior to
shipping.

2.4. Responsibilities of Bright Ideas. Bright Ideas shall coordinate the overall
manufacturing, inspection and shipping process and ensure that the Infant Products meet
CC’s specifications. If it becomes necessary to select another manufacturer rather than
GTHT, Bright Ideas shall procure the services of another manufacturer. Bright Ideas is
also responsible for ensuring that the Infant Products do not infringe on any third-party
IP.

2.5. Regulatory Matters. GTHT and Bright Ideas shall ensure that the manufacture of the
Infant Products is in compliance with all laws and regulations, including consumer
protection and product safety laws, of any governmental authority of competent
jurisdiction with respect to the Infant Products. The Parties shall cooperate and support
GTHT to the extent required to ensure compliance.

2.6. Price. The price per unit of the Infant Products shall be communicated by GTHT from
time to time in advance and shall be [$13.83 USD EXW] [Dongguan] (Incoterms 2020).
Initially, the price shall be:

2.6.1. For the Infant Products with packaging:

2.6.1.1. For an order of at least 2,000 and fewer than 5,000, $13.83 USD per unit;

2.6.1.2. For an order of at least 5,000 and fewer than 10,000, $11.46 USD per unit;

2.6.1.3. For an order of at least 10,000 and fewer than 20,000, $10.77 USD per
unit;

2.6.1.4. For an order of at least 20,000, $10.36 USD per unit.

2.6.2. For the tooling, $2,000 USD, which can be refunded for an order of more than
5,000 pieces.

2.6.3. The price shall be updated by GTHT each time before the order, if any changes of
the Infant Product/ Package/ Tooling, the price will be changed.

{20222440-V3705635;5} Page 4 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

2.7. Other Consideration. In consideration of their covenants under this Agreement:

2.7.1. CC shall pay to Topwell a fee to be agreed between them from time to time, or as
stated in other existing written agreements between them; and

2.7.2. CC shall pay to Bright Ideas a fee to be agreed between them from time to time,
or as stated in other existing written agreements between them.

3. LICENSE

3.1. Grant of License. In consideration of GTHT’s covenants contained herein, and on the
terms and conditions set out in this Agreement, CC grants to GTHT, and GTHT accepts,
a license (the “License”) of the CC IP required to produce the Infant Products.

3.2. License Terms. The License is subject to the following terms:

3.2.1. Non-Exclusive. The License is non-exclusive, and CC may in its absolute

discretion license the CC IP to others, or engage other manufacturers, as it sees fit.

3.2.2. Non-Assignable; Non-Sublicensable. GTHT may not assign or sublicense the

License, except in accordance with this Agreement and with the prior written consent
of CC.

3.2.3. Paid-Up. The License shall be considered fully paid-up as of the Effective Date.

3.2.4. Royalty-Free. GTHT shall pay no royalty, other than the fulfillment of its covenants
under this Agreement, as a royalty for the License.

3.2.5. No Transfer. The Parties hereby agree that the License does not constitute a
transfer or assignment of the CC IP from CC to GTHT. The Parties shall cooperate
to ensure that no court, administrative or taxation authority deems the License to
constitute a sale, and shall adjust the terms of this Agreement as necessary to do
so. To further this covenant, but not for any other purpose, the Parties may elect to
consider the License to have a term of one year which automatically renews for an
unlimited number of additional one-year extended terms.

3.3. Maintenance of IP. CC covenants to maintain its ownership of all CC IP, including by
timely filing such registrations, renewals, and applications as may be necessary, including
payment of all necessary fees and expenses, that may be necessary to maintain its
ownership of and maximum control over the CC IP.

3.4. Defense of IP. All of GTHT, Topwell or Bright Ideas will inform CC promptly of any
circumstances it discovers that may threaten CC’s ownership or control of any IP. The
Parties shall cooperate to take such reasonable legal actions as CC may deem necessary
and reasonable in its discretion to defend the IP, pursue infringers of the IP, and recoup
damages for the foregoing, in any proper forum where CC may think it prudent to do so.
Any award, judgment or settlement maintained shall first compensate the Parties for their

{20222440-V3705635;5} Page 5 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

expenses in defending the IP, and any remaining amounts shall be for the account of CC
only.

4. REPRESENTATIONS AND WARRANTIES

4.1. Representations and Warranties of GTHT. GTHT represents and warrants as follows:

4.1.1. Existence, Power and Authority. GTHT represents and warrants that it is a
corporation duly registered, validly existing and in good standing in the People’s
Republic of China, and that it has all necessary legal power and authority to enter
into this Agreement and to perform all of its covenants and accept all of its obligations
under this Agreement.

4.1.2. Third Party Relationships. GTHT represents and warrants that its agreeing to
this Agreement and its performance of its obligations hereunder will not breach any
agreement with any third party, violate any law or regulation of any government
agency to which it is subject, and will not cause it to breach the terms and conditions
of any license or obligation to which it is subject.

4.1.3. Execution and Binding Obligation. This Agreement has been duly executed by
GTHT and approved in accordance with its governing documents and constitutes a
legal, valid and binding obligation of GTHT enforceable against it in accordance with
the terms thereof.

4.2. Representations and Warranties of Topwell. Topwell represents and warrants as

follows:

4.2.1. Existence, Power and Authority. Topwell represents and warrants that it is a
corporation duly registered, validly existing and in good standing in the People’s
Republic of China, and that it has all necessary legal power and authority to enter
into this Agreement and to perform all of its covenants and accept all of its obligations
under this Agreement.

4.2.2. Third Party Relationships. Topwell represents and warrants that its agreeing to
this Agreement and its performance of its obligations hereunder will not breach any
agreement with any third party, violate any law or regulation of any government
agency to which it is subject, and will not cause it to breach the terms and conditions
of any license or obligation to which it is subject.

4.2.3. Execution and Binding Obligation. This Agreement has been duly executed by
Topwell and approved in accordance with its governing documents and constitutes
a legal, valid and binding obligation of Topwell enforceable against it in accordance
with the terms thereof.

4.3. Representations and Warranties of Bright Ideas. Bright Ideas represents and warrants
as follows:

{20222440-V3705635;5} Page 6 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

4.3.1. Existence, Power and Authority. Bright Ideas represents and warrants that it is
a corporation duly registered, validly existing and in good standing in the State of
Delaware, is properly registered to conduct its business in the State of California,
and that it has all necessary legal power and authority to enter into this Agreement
and to perform all of its covenants and accept all of its obligations under this
Agreement.

4.3.2. Third Party Relationships. Bright Ideas represents and warrants that its agreeing
to this Agreement and its performance of its obligations hereunder will not breach
any agreement with any third party, violate any law or regulation of any government
agency to which it is subject, and will not cause it to breach the terms and conditions
of any license or obligation to which it is subject.

4.3.3. Execution and Binding Obligation. This Agreement has been duly executed by
Bright Ideas and approved in accordance with its governing documents and
constitutes a legal, valid and binding obligation of Bright Ideas enforceable against it
in accordance with the terms thereof.

4.4. Representations and Warranties of CC. CC represents and warrants as follows:

4.4.1. Existence, Power and Authority. CC represents and warrants that it is a

company duly registered, validly existing and in good standing in the province of
British Columbia, and that it has all necessary legal power and authority to enter into
this Agreement and to perform all of its covenants and accept all of its obligations
under this Agreement.

4.4.2. Third Party Relationships. CC represents and warrants that its agreeing to this
Agreement and its performance of its obligations hereunder will not breach any
agreement with any third party, violate any law or regulation of any government
agency to which it is subject, and will not cause it to breach the terms and conditions
of any license or obligation to which it is subject.

4.4.3. Execution and Binding Obligation. This Agreement has been duly executed by
CC and approved in accordance with its governing documents and constitutes a
legal, valid and binding obligation of CC enforceable against it in accordance with
the terms thereof.

4.4.4. Ownership of CC IP. CC represents and warrants that it owns all of the CC IP
free and clear of any encumbrances, is not dependent upon a license from any third
party for its right to any of the CC IP and is not aware of any dispute with regard to
the ownership of any of the CC IP. The CC IP is listed in Schedule B.

5. CONFIDENTIALITY

5.1. Confidential Information. “Confidential Information” includes all of the following,

whether in written, electronic or any format whatsoever and howsoever stored:

5.1.1. Any CC IP;

{20222440-V3705635;5} Page 7 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

5.1.2. Any information not forming part of the IP which the Parties may develop between
them during the course of performance of this Agreement;

5.1.3. Financial information shared between the Parties with respect to the Business;

5.1.4. Information on customers, service providers and suppliers; and

5.1.5. Information relevant to the Business that is discovered or developed by either Party
and shared between the Parties; but notwithstanding the anything in this section 5.1,
Confidential Information shall not include:

5.1.6. Information which is in the public domain other than as a result of a breach of this
Agreement by either Party; or

5.1.7. Information which a Party is required to disclose as a result of the order of a court
or other governmental agency of competent jurisdiction.

5.2. Non-Disclosure and Protection of Confidential Information.

5.2.1. The Parties agree and covenant not to disclose, make known, publish or
communicate, directly or indirectly, and not to permit or suffer the disclosure,
publication or communication, directly or indirectly, including accidentally, of any
Confidential Information without the consent of both Parties and any third party that
may have an interest in the confidentiality of the relevant Confidential Information.

5.2.2. The Parties agree and covenant to take all commercially feasible steps to protect
the Confidential Information from disclosure or unauthorized access, and shall
maintain and continuously update its physical and electronic security measures in
the service of such protection.

5.2.3. The Parties agree and covenant that they may disclose Confidential Information to
those of their employees, agents, directors, officers and third-party legal, technical
or other professional representatives as may be necessary to perform their
obligations under this Agreement and to make commercial use of the License, but in
each case the Party making such disclosure shall limit the disclosure to that portion
of the Confidential Information which is necessary to the purpose of the disclosure,
shall make the recipient aware of the duty and standards of confidentiality with which
the Confidential Information must be treated, and shall comply with all of the
provisions of this Agreement.

5.2.4. The Parties agree and covenant that Confidential Information shall be protected
indefinitely, regardless of any termination of this Agreement.

5.3. Non-Use. GTHT, Topwell and Bright Ideas all agree and covenant that they will not, and
will ensure that their owners, managers, officers, employees, directors and contractors
shall not, use any Confidential Information for any purpose other than to perform their
obligations under this Agreement and generally in the interest of the Business, regardless
of whether such unauthorized use results in any financial gain or loss for CC.

{20222440-V3705635;5} Page 8 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

6. NON-COMPETITION AND NON-SOLICITATION

6.1. Non-Competition and Non-Solicitation. During the Term of this Agreement, none of
GTHT, Topwell or Bright Ideas shall, directly or indirectly, in any manner whatsoever,
including either individually or in partnership, jointly or in conjunction with any other
person, or as an employee, consultant, partner, associate, officer, manager,
representative, independent contractor, principal, agent, owner or shareholder (except to
the extent of a less than 5% ownership interest in the outstanding shares of a publicly
held corporation), and whether or not for compensation:

6.1.1. Carry on, engage in, have a financial interest in, advise, lend money to, guarantee
the debts or obligations of, or permit its name to be used or employed by any entity
that carries on or is engaged in the Business or a business competitive with the
Business;

6.1.2. Provide any goods or services competitive with those provided by the Business; or

6.1.3. Use any CC IP other than for the benefit of the Business.

6.1.4. Undertake discussions with any customer or supplier of the Business, or any entity
that was a customer or supplier of the Business at any time after the date that is two
years prior to the termination of this Agreement, with the aim of encouraging that
customer or supplier to terminate or reduce its relationship with the Business or to
otherwise cease dealing with the Business;

6.1.5. Undertake discussions with any employee or contractor of the Business, or any
entity that was an employee or contractor of the Business at any time after the date
that is two years prior to the termination of this Agreement, with the aim of
encouraging that employee or contractor to terminate or alter its relationship with the
Business or to otherwise cease dealing with the Business; or

6.1.6. Facilitate or induce the transfer of existing or potential business opportunities away
from the Business.

7. TERM AND TERMINATION

7.1. Term. This Agreement shall for so long as CC shall require the services of the other
Parties, but if interpreted in a jurisdiction where perpetual agreements are disallowed, this
Agreement shall have a term of five years from the Effective Date and shall automatically
renew for an unlimited number of five-year renewal terms. The perpetual term or the initial
term plus any renewal terms, until termination if any, shall be called the “Term.”

7.2. Termination. This Agreement may be terminated:

7.2.1. By the mutual written agreement of the Parties;

7.2.2. By CC, at any time without notice;

{20222440-V3705635;5} Page 9 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

7.2.3. By GTHT, but only with respect to GTHT’s obligations, with 90 days’ prior written
notice or by refusing to fill further orders;

7.2.4. By Topwell, but only with respect to Topwell’s obligations, with 90 days’ prior
written notice;

7.2.5. By Bright Ideas, but only with respect to Bright Ideas’ obligations, with 90 days’
prior written notice; and

7.2.6. The date on which the Agreement is terminated shall be known as the
“Termination Date.”

7.3. Effects of Termination. Upon any termination of this Agreement, GTHT shall fill any
remaining outstanding orders of CC. At CC’s request, GTHT, Topwell and Bright Ideas
shall cooperate to orderly transition manufacturing to another manufacturer.

7.4. Survival. Article 1 and Articles 4 through 10 shall survive termination of this Agreement.

8. INDEMNIFICATION

8.1. Other Parties’ Indemnification of CC. Each of GTHT, Topwell and Bright Ideas hereby
indemnifies and saves harmless CC against all claims, losses or liabilities of any kind or
nature whatsoever, including reasonable lawyer’s and other professional advisor’s fees
on a solicitor and own client basis and any related expenses, costs or disbursements,
that CC may incur (each an “Indemnity Claim”) as a result of:

8.1.1. Any breach of this Agreement by that Party;

8.1.2. Any product liability or consumer safety claim brought against CC on any basis
whatsoever in any jurisdiction; or

8.1.3. Any actions of that Party, or persons for whom that Party is responsible in law, in
connection with that Party’s performance under this Agreement.

8.2. Implementation of Indemnities. Any Indemnity Claim payable from that Party to CC
may be set off against any amount due from CC to that Party.

9. ARBITRATION

9.1. Efforts to Resolve Disputes. If any controversy, dispute, claim, question or difference
(a "Dispute") arises between the Parties with respect to this Agreement or its
performance, enforcement, breach, termination or validity, the Parties shall use all
reasonable commercial efforts to settle the Dispute. To this end, they shall consult and
negotiate with each other in good faith and understanding of their mutual interests to
reach a just and equitable solution satisfactory to the Parties.

9.2. Arbitration. Except as is expressly provided in this Agreement, if the Parties do not reach
a resolution pursuant to section 9.1 within a period of one calendar month following the
first notice of the Dispute by either Party to the other, then upon written notice by either

{20222440-V3705635;5} Page 10 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

Party to the other, the Dispute shall be finally settled by arbitration in accordance with the
provisions of the Arbitration Act (British Columbia), upon the following terms:

9.2.1. The arbitration shall take place in Vancouver, British Columbia according to the
International Rules of the Vancouver International Arbitration Centre (“VanIAC”).

9.2.2. The Parties shall appoint a single arbitrator by mutual agreement or, failing
agreement, by an arbitrator appointed by the VanIAC.

9.2.3. The arbitrator shall be instructed that time is of the essence and that the hearing
must be held and the decision rendered within 90 days of the appointment of the
arbitrator, provided that the arbitrator may extend the deadline by no more than an
additional 30 days if the arbitrator deems it necessary.

9.2.4. The arbitration decision shall be given in writing, shall provide reasons for the
decision, and shall be final and binding upon the Parties, not subject to any appeal,
and shall provide for the costs of arbitration and all related matters. Each Party shall
bear its own fees and costs associated with the arbitration and shall jointly bear the
fees of the arbitrator, unless the arbitrator awards costs.

9.2.5. Judgment upon any award may be entered in any court having jurisdiction or
application may be made to the court for a judicial recognition of the award or an
order of enforcement, as the case may be.

9.2.6. All Disputes submitted to arbitration shall be governed in all respects by the
substantive law of the Province of British Columbia and the federal laws of Canada
applicable therein.

9.2.7. The Parties agree that the arbitration shall be kept confidential.

9.3. Limitation. Nothing in this Article 9 shall be construed to restrict access to courts of law
or other administrative tribunals in circumstances where the Dispute is not a matter that
can be resolved through arbitration, or to require arbitration of matters between a Party
and a third party, arising out of the operation of the Business.

10. MISCELLANEOUS

10.1. Remedies Cumulative. The rights and remedies of the Parties under this
Agreement are cumulative and in addition and without prejudice to and not in substitution
for any rights or remedies provided by law. Any single or partial exercise by either Party
hereto of any right or remedy for default or breach of any term, covenant or condition of
this Agreement does not waive, alter, affect or prejudice any other right or remedy to
which such Party may be lawfully entitled for the same default or breach.

10.2. Waiver. Any Party hereto which is entitled to the benefits of this Agreement may,
and has the right to, waive any term or condition hereof at any time; provided however,
that such waiver shall be evidenced by written instrument duly executed and delivered on
behalf of such Party, and that such waiver shall be limited to the circumstances, duration,

{20222440-V3705635;5} Page 11 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

scope and other limitations explicitly specified in such written instrument, and shall not be
construed to apply except as explicitly stated in such instrument.

10.3. Assignment and Enurement; Third Party Beneficiaries. No Party may assign
its rights or obligations under this Agreement without the prior written consent of the other
Party, which consent may be unreasonably withheld or delayed without reasons.
Following such assignment or transfer, all references to a Party in this Agreement shall
be references to the assignee or transferee of that Party. Furthermore, each of the
representations, warranties, covenants and duties of the Parties contained in this
Agreement shall be made by its assignee or transferee, mutatis mutandis, as at the time
of such assignment or transfer. This Agreement enures to the benefit of and binds the
Parties and their respective successors and permitted assigns. Nothing herein, express
or implied, is intended to confer upon any person, other than the Parties hereto and their
respective legal representatives, heirs, successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement. Notwithstanding the
foregoing, the Parties may grant a security interest in its interest in this Agreement to any
of its lenders as collateral security, in each case, without the prior written consent of the
other Party, provided that such security does not encumber any IP. The involvement of a
third party provider by GTHT as contemplated by this Agreement shall not be considered
an assignment by GTHT.

10.4. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties hereto and supersede all prior agreements, representations, warranties,
statements, promises, information, arrangements and understandings, whether oral or
written, express or implied, with respect to the subject matter hereof and the transactions
herein contemplated.

10.5. Amendment. No modification or amendment to this Agreement may be made

unless agreed to by the Parties hereto in writing. No accommodation, forbearance,
acceptance, behavior or verbal statement of either Party shall be interpreted as an
amendment of this Agreement.

10.6. Notices. All legal notices to be given between the Parties under this Agreement
shall be delivered (i) by registered mail, tracking or return receipt requested, to the
address for notice of the Party set out in this Agreement or (ii) delivered by e-mail, read
receipt requested. A courtesy copy of all notices shall be sent to counsel for the receiving
Party. A Party may change its address for notice by giving notice to the other Party.

10.7. Independent Professional Advice and Fees. Each Party has been advised to
obtain independent legal, tax, accounting and any other professional advice with respect
to this Agreement and has done so, or has considered doing so and exercising its sole
judgment, has decided that it is not necessary. Except as otherwise provided in this
Agreement, each of the Parties shall be responsible for its respective legal, accounting
and other professional fees in connection with this Agreement and the transactions
contemplated herein.

10.8. Severability. If any court or arbitrator declines to enforce or holds that any
provision of this Agreement is illegal, invalid or unenforceable, then:

{20222440-V3705635;5} Page 12 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

10.8.1. To the maximum extent possible, the remaining provisions of this Agreement shall
remain in full force and effect, unless it would materially prevent the Parties from
completing the transactions contemplated in this Agreement;

10.8.2. The court or arbitrator may substitute in place of the applicable provision a new
provision differing as little as possible from the provision in question with the intent
of and to be interpreted for the purpose of preserving, to the maximum extent
possible, the intent of the Parties with respect to this Agreement and the transactions
contemplated herein; and

10.8.3. If the applicable court or arbitrator declines to substitute a new provision, the
Parties may, using their best efforts and on commercially reasonable terms,
negotiate in good faith between them as to a substitute provision to be used by the
court or arbitrator (if allowed) or between the Parties for future dealings under this
Agreement.

10.9. Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the Province of British Columbia (without regard to its conflict
of laws provisions), and the federal laws of Canada applicable therein. Except as provided
in Article 9, all disputes, suits, petitions, claims or causes of action arising out of this
Agreement shall be commenced in the courts of the Province of British Columbia. Each
Party irrevocably submits to the jurisdiction of the courts of the Province of British
Columbia, which jurisdiction shall be the sole and exclusive jurisdiction for any suits,
disputes, petitions claims or causes of action in relation to this Agreement and all matters
related thereto, except as provided in Article 9.

10.10. Time of the Essence. With respect to this Agreement and the transactions
contemplated herein, time shall be of the essence.

10.11. Counterparts and Electronic Signatures. This Agreement may be executed in

several counterparts and in electronically stored format, including by using scanned or
facsimile signatures or a commercial electronic signature verification service, and each
counterpart of which so executed shall be deemed to be an original, and such counterpart
together shall constitute one and the same instrument. This Agreement shall be
considered to have been executed and shall come into full force and effect when there
exists in the possession of the Parties or the Parties’ counsel a valid counterpart signature
of all Parties.

The remainder of this page is left intentionally blank. The signatures of the Parties follow.

{20222440-V3705635;5} Page 13 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

IN WITNESS WHEREOF, the Parties sign this Agreement as of the Effective Date.

CRIB-CLOUD VENTURES INC.

Per:
Authorized Signatory

Name: Nicole Graham

Title: Director
I have the authority to bind this corporation.

GUANGDONG TRAVELICONS HEALTH TECHNOLOGY LIMITED

Per:
Authorized Signatory

Name:
Title:
I have the authority to bind this entity.

TOPWELL TECHNOLOGY (SHANGHAI) LTD.

Per:
Authorized Signatory

Name:
Title:
I have the authority to bind this entity.

BRIGHT IDEAS SUPPLY CHAIN SOLUTIONS LLC

Per:
Authorized Signatory

Name: ALEXANDER KOZIJ

Title: SAN Station Owner
I have the authority to bind this entity.

{20222440-V3705635;5} Page 14 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

SCHEDULE A

THE INFANT PRODUCTS

{20222440-V3705635;5} Page 15 of 16
DocuSign Envelope ID: 768CC8BA-C2FE-416B-92C7-58F6397E5BFB

SCHEDULE B

CC IP

{20222440-V3705635;5} Page 16 of 16