LICENSE

                        KaiOS SDK Agreement
                          March 19, 2019
              https://www.kaiostech.com/sdk-agreement/

   TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

   1. Scope.

      This KaiOS SDK Agreement ("Agreement") apply to all developers wishing to
      develop applications for the KaiOS. The Agreement forms a valid contract
      between you ("you" or "Licensee"), and KAI OS TECHNOLOGIES (HONG KONG) LIMITED,
      a corporation duly organized and existing under the laws of Hong Kong,
      having its principle place of business at 12/F, 133 Wai Yip Street, Kwun Tong,
      Kowloon, Hong Kong, Hong Kong ("we" or "KAI").

      Do note that we may change the Agreement from time to time at our discretion.
      Whenever the Agreement is modified, we will ask you to accept the new terms
      before downloading the KAI software.

      You accept these terms by clicking on the applicable "I accept" button (or similar)
      shown to you in connection with these Agreement. If you are accepting this
      Agreement on behalf of your employer or another organisation, by clicking on
      accept you represent and warrant that you are authorized to accept this
      Agreement on behalf of that organisation.

      Do note that we may change the Agreement from time to time at our discretion.
      Whenever the Agreement is modified, we will ask you to accept the new terms
      before downloading the KAI software.

      You accept these terms by clicking on the applicable "I accept" button (or similar)
      shown to you in connection with these Agreement. If you are accepting this
      Agreement on behalf of your employer or another organisation, by clicking on
      accept you represent and warrant that you are authorized to accept this
      Agreement on behalf of that organisation.

   2. Definitions.

      In this Agreement:

      "Application" means one or more software programs developed by Licensee in
      compliance with the Documentation and Developer Requirements, under Licensee’s
      own trademark or brand, and for specific use with the KaiOS Devices, including
      bug fixes, updates, upgrades, modifications, enhancements, supplements to,
      revisions, new releases and new versions of such software programs.

      "Documentation" means any technical or other specifications or documentation
      that KAI may provide to Licensee for use in connection with SDK.

      "Documented API(s)" means the application programming interface(s) documented
      by KAI in the Documentation and which are contained in SDK.

      "FOSS" means any software that is subject to terms that, as a condition of use,
      copying, modification or redistribution, require such software and/or derivative
      works thereof to be disclosed or distributed in source code form, to be licensed
      for the purpose of making derivative works, or to be redistributed free of charge,
      including without limitation software distributed under the GNU General Public
      License or GNU Lesser/Library GPL, Mozilla Public License (MPL), or Apache License.

      "Developer Requirements" mean the technical, human interface, design,
      product category, security, performance, and other criteria and requirements
      set forth in Exhibit A.

      "KaiOS" means the KaiOS mobile operating system owned by KAI.

      "KaiOS Devices" means mobile devices that run KaiOS.

      "KaiOS Store" means the service portal application KAI has created which allows
      registered end users to download services and applications on KaiOS Devices.

      "Security Solution" means the proprietary content protection system of KAI
      to be applied to Applications distributed on the KaiOS Store to administer
      KAI’s standard usage rules for Applications, as such system and rules may be
      modified by KAI from time to time.

      "SDK" means the Documentation, software (source code and object code),
      applications, sample code, simulator, tools, libraries, APIs, data, files,
      and materials provided by KAI for use by Licensee in connection with the
      Application development, and includes any Updates that may be provided by
      KAI to Licensee pursuant to this Agreement.

      "Term" means the period described in Section 10.

      "Updates" means bug fixes, updates, upgrades, modifications, enhancements,
      supplements, and new releases or versions of the SDK, or to any part of SDK.

   3. License and Restrictions.

      3.1 Permitted Uses and Restrictions.

          Subject to the terms and conditions of this Agreement, KAI hereby grants
          Licensee a limited, non-exclusive, personal, revocable, non-sublicensable
          and non-transferable license, during the Term, to:

            (a) install a reasonable number of copies of the SDK for the sole purpose
                of developing or testing Applications;

            (b) distribute the SDK solely as integrated part of the Application in
                accordance with this Agreement, and

            (c) use and copy the Documentation for internal use only and for the sole
                purpose of developing or testing Applications.

          Licensee will be solely responsible for all costs, expenses, losses and
          liabilities incurred, and activities undertaken by Licensee in connection
          with the foregoing license.

      3.2 Copyright Notices.

          Licensee agrees to retain the KAI copyright, disclaimers and other proprietary
          notices (as they appear in SDK and related services and Documentation provided)
          in all copies of SDK and Documentation.

      3.3 Ownership.

          KAI retains all rights, title, and interest in and to SDK it may make
          available to Licensee under this Agreement.

      3.4 No Other Permitted Uses.

          Except as otherwise set forth in this Agreement, Licensee shall
          not (or enable others):

            (a) rent, lease, lend, sell, redistribute, or sublicense SDK,
                in whole or in part,

            (b) use SDK for any purpose not expressly permitted by this Agreement,

            (c) install, use or run the SDK on any non-KaiOS Devices,

            (d) copy (except as expressly permitted under this Agreement),
                decompile, reverse engineer, disassemble, attempt to derive the
                source code of, modify, decrypt, or create derivative works of
                SDK or any services provided by SDK, or any part thereof (except
                as and only to the extent any foregoing restriction is prohibited
                by applicable law),

            (e) exploit any services provided hereunder in any unauthorized way
                whatsoever, including but not limited to, by trespass or burdening
                network capacity.

          All licenses not expressly granted in this Agreement are reserved and
          no other licenses, immunity or rights, express or implied are granted
          by KAI, by implication, estoppel, or otherwise.

          This Agreement does not grant Licensee any rights to use any trademarks,
          logos or service marks belonging to KAI. If Licensee makes reference to
          any KAI’s products or technology, Licensee agrees to comply with the
          guidelines furnished by KAI as modified by KAI from time to time.

      3.5 Updates.

          If Updates are made available by KAI, the terms of this Agreement will
          govern such Updates.

   4. Licensee Obligations.

      4.1 General.

          Licensee hereby warrants to KAI that all information provided to KAI by
          Licensee will be current, true, accurate and complete.

      4.2 Use of SDK.

          Licensee agrees that:

          (a) It will only use SDK for the purposes and in the manner expressly
              permitted by this Agreement and in accordance with all applicable
              laws and regulations;

          (b) It will not use SDK or any services for any unlawful or illegal activity,
              nor to develop any Application which would commit or facilitate the
              commission of a crime, or other tortious, unlawful or illegal act;

          (c) The Application will be developed in compliance with the Documentation
              and the Developer Requirements; and

          (d) It will not create any Application that would disable, hack or otherwise
              interfere with the Security Solution, or any security, digital signing,
              digital rights management, verification or authentication mechanisms
              in the SDK or KaiOS.

   5. Digital Signing of Applications.

      All Applications must be signed with an KAI-issued certificate in order to
      be installed on KaiOS Devices in accordance with the process set forth
      in Exhibit B.

   6. Indemnification.

      To the extent permitted by law, Licensee agrees to indemnify, defend and
      hold harmless KAI, its directors, officers, employees, independent contractors
      and agents (each a “KAI Indemnified Party”) from any and all claims, losses,
      liabilities, damages, expenses and costs (including without limitation
      attorney’s fees and court costs) (collectively “Losses”) incurred by a KAI
      Indemnified Party as a result of any claims that the Applications or the
      distribution, use or importation of the Applications or metadata violate
      or infringe any third party intellectual property or proprietary rights,
      data collection or privacy any claims arising out of KAI’s permitted use,
      promotion or distribution of the Application(s), related trademarks and
      logos, or images and other materials that Licensee provides to KAI.

   7. Term and Termination.

      7.1 Term.

          This Agreement shall become effective when accepted by Licensee and
          shall remain in force unless terminated by either party upon one (1)
          month written notice, or as set out below.

      7.2 Termination.

          This Agreement will terminate, effective immediately upon notice from
          the non-breaching party, if the other party:

            (a) fails to comply with any term of this Agreement;

            (b) commences an action for patent infringement against non-breaching party;

            (c) becomes insolvent, fails to pay debts when due, dissolves or ceases
                to do business, file for bankruptcy; or

            (d) engages, or encourage others to engage, in any fraudulent, improper,
                unlawful or dishonest act relating to this Agreement, including,
                but not limited to, embezzlement, alteration or falsification of
                documents, theft, inappropriate use of computer systems, bribery,
                or other misrepresentation of facts.

      7.3 Effect of Termination.

          Upon the termination of this Agreement for any reason, Licensee shall
          immediately cease all use of SDK and services and erase and destroy all
          copies of SDK, excluding any archival copies maintained in accordance
          with Licensee’s standard business practices required to be maintained
          by applicable law, rule or regulation.

          The provisions which by their nature are intended to survive termination
          or expiration of this Agreement shall survive.

   8. No Warranty.

      SDK and any services are provided “as is” and “as available”, with all
      faults and without warranty of any kind, and KAI hereby disclaims all
      warranties and conditions with respect to SDK and services, either express,
      implied or statutory, fitness for a particular purpose, and noninfringement
      of third party rights.

   9. Limitation of Liability.

      In no event will KAI be liable for any incidental, special, indirect, consequential
      or punitive damages whatsoever, including, without limitation, damages for loss
      of profits, loss of data, business interruption or any other commercial damages
      or losses, arising out of or related to this agreement, however caused,
      whether under a theory of contract, warranty, tort (including negligence),
      products liability, or otherwise.

   10. General Legal Terms.

       10.1 Consent to Collection and Use of Data.

            Licensee agrees that KAI may collect and use technical and related
            information, including but not limited to information about Applications,
            computer, system software, other software and peripherals, that is
            gathered periodically to facilitate the provision of software updates
            and other services to Licensee (if any) related to SDK, and to verify
            compliance with the terms of this Agreement. KAI may use this information,
            as long as it is in a form that does not personally identify Licensee,
            to improve SDK, KAI products or to provide services or technologies to
            Licensee and other customers.

       10.2 Assignment.

            Licensee may not assign or transfer this Agreement by operation of law,
            merger, or any other means without KAI’s express prior written consent.

       10.3 Relationship of the Parties.

            This Agreement will not be construed as creating any other agency
            relationship, or a partnership, joint venture, fiduciary duty, or any
            other form of legal association between Licensee and KAI.

       10.4 Notices.

            Any notices relating to this Agreement shall be in writing. Notices
            will be deemed given by when sent to the party’s address provided in
            connection with this Agreement (e-mail suffices when sending notices
            to Licensee).

       10.5 Severability.

            If a court of competent jurisdiction finds any clause of this Agreement
            to be unenforceable for any reason, that clause of this Agreement
            shall be enforced to the maximum extent permissible so as to affect
            the intent of the parties, and the remainder of this Agreement shall
            continue in full force and effect.

       10.6 Waiver and Construction.

            Failure by a party to enforce any provision of this Agreement shall
            not be deemed a waiver of future enforcement of that or any other
            provision. Section headings are for convenience only and are not to
            be considered in construing or interpreting this Agreement.

       10.7 Export Control.

            SDK may not be exported or re-exported (a) into any U.S. embargoed
            countries or (b) to anyone on the U.S. Treasury Department’s list of
            Specially Designated Nationals or the U.S. Department of Commerce
            Denied Person’s List or Entity List. By using SDK, Licensee represents
            and warrants that Licensee is not located in any such country or on
            any such list. Licensee also agree that Licensee will not use SDK for
            any purposes prohibited by United States law, including, without limitation,
            the development, design, manufacture or production of nuclear, missiles,
            or chemical or biological weapons.

       10.8 Dispute Resolution; Governing Law.

            This Agreement shall be governed by and construed in accordance with
            the laws of Hong Kong. In the event that any dispute, claim or controversy
            arises between the parties in connection with or relating to this Agreement,
            including any question concerning the existence, validity, breach,
            termination or interpretation thereof (collectively, “Dispute”), the
            aggrieved party shall give the other party a written notice of Dispute
            (“Notice of Dispute”) with a description of the Dispute in reasonable detail.

            The parties shall negotiate in good faith and exercise reasonable efforts
            to settle any notified Dispute within a period of thirty (30) days
            following the delivery of the Notice of Dispute. If the parties fail
            to resolve the Dispute within such period, the Dispute shall be finally
            settled by arbitration by a single arbitrator in accordance with the
            UNCITRAL Arbitration Rules (“Rules”) in force when the notice of
            arbitration is submitted in accordance with such Rules, as modified by
            the HKIAC Procedures for the Administration of International Arbitration.
            The place of arbitration shall be in Hong Kong at the HKIAC. The appointing
            authority of the arbitrator shall be the HKIAC. The language of the
            arbitral proceedings shall be English. The arbitral award shall be final,
            binding on the parties and non-appealable to such extent permissible by law.

       10.9 Entire Agreement; Governing Language.

            This Agreement constitutes the entire agreement between the parties
            with respect to SDK licensed hereunder and supersedes all prior understandings
            and agreements regarding its subject matter. This Agreement may be modified
            only: (a) by a written amendment signed by both parties, or (b) to the
            extent expressly permitted by this Agreement. Any translation of this
            Agreement is done for local requirements and in the event of a dispute
            between the English and any non-English version, the English version of
            this Agreement shall govern.

                              Exhibit A
                        Application Requirements

   1. APIs and Functionality.

      (a) Applications may only use Documented APIs in the manner prescribed by KAI
          and must not use or call any private APIs.

      (b) An Application may not itself install or launch other executable code by
          any means, including without limitation through the use of a plug-in architecture,
          calling other frameworks, other APIs or otherwise. No interpreted code may
          be downloaded or used in an Application except for code that is interpreted
          and run by KAI’s Documented APIs and built-in interpreter(s).

      (c) Without KAI’s prior written approval, an Application may not provide, unlock
          or enable additional features or functionality through distribution mechanisms
          other than KaiOS Store.

      (d) An Application may only read data from or write data to an Application’s
          designated container area on the device, except as otherwise specified by KAI.

      (e) Required API implementations. All Applications must implement the following
          APIs as soon as they are made available to Licensee by KAI and in any
          event within three (3) months from the date when KAI has notified the
          Licensee by email.

          (i)   Payment/Billing API. All payment processing functionalities in the
                Application (in-app purchases, subscriptions, purchase of goods/services
                and alike) must be implemented solely using the payment API provided
                by KAI, and must use KAI’s branding and UI elements as specified in
                the applicable Documentation. Use of other payment APIs in the Application
                is prohibited.

          (ii)  Advertisement API. Advertisement API enables Applications to display
                advertisements to the user. Use of other advertisement APIs in the
                Application is prohibited.

          (iii) Analytics API. Analytics API is used to collect metrics from the
                Applications (e.g. which applications have been downloaded, which
                applications are used, how often, how long). Use of other analytics
                APIs in the Application is prohibited.

          (iv)  Kai Account API. Kai Account API is used to identify the user
                account. Use of other accounts in the Application is prohibited.

   2. User Interfaces and Data.

      (a) Applications must comply with the Documentation provided by KAI.

      (b) Any form of user or device data collection, or image, picture or voice
          capture or recording performed by the Application (collectively “Recordings”),
          and any form of user data, content or information processing, maintenance,
          uploading, syncing, or transmission performed by the Application
          (collectively “Transmissions”) must declare to KAI and comply with all
          applicable privacy laws and regulations as well as any requirements from
          KAI’s privacy terms related to such aspects, including but not limited to
          any notice or consent requirements. In particular, a reasonably conspicuous
          audio, visual or other indicator must be displayed to the user as part of
          the Application to indicate that a Recording is taking place.

   3. Local Laws, User Privacy, Location services, Mapping and Payments.

      (a) Applications must comply with all applicable criminal, civil and statutory
          laws and regulations, including those in any jurisdictions in which
          Applications may be delivered.

          In addition, for Applications that use location-based APIs or that collect,
          transmit, maintain, process, share, disclose or otherwise use a user’s
          personal information or data:

          (i)   Applications must comply with all applicable privacy and data
                collection laws and regulations with respect to any collection,
                transmission, maintenance, processing, use, etc. of the user’s
                location data or personal information by the Application.

          (ii)  Applications may not be designed or marketed for the purpose of
                harassing, abusing, stalking, threatening or otherwise violating
                the legal rights (such as the rights of privacy and publicity)
                of others.

          (iii) Applications may not perform any functions or link to any content
                or use any robot, spider, site search or other retrieval application
                or device to scrape, retrieve or index services provided by KAI or
                its licensors, or to collect, disseminate or use information about
                users for any unauthorized purpose.

      (b) For Applications that use location-based APIs, such Applications may not
          be designed or marketed for automatic or autonomous control of vehicles,
          aircraft, or other mechanical devices; dispatch or fleet management; or
          emergency or life-saving purposes. In addition, Applications that offer
          location-based services or functionality must notify and obtain consent
          from an individual before his or her location data is being collected,
          transmitted or otherwise used by the Application.

      (c) For Applications that use location-based APIs for real-time route guidance
          (including, but not limited to, turn-by-turn route guidance and other
          routing that is enabled through the use of a sensor), Licensee must place
          the following notice (or substantially similar) in the end user license
          agreement: LICENSEE USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS
          AT LICENSEE SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.

      (d) Applications must not disable, override or otherwise interfere with any
          KAI-implemented system alerts, warnings, display panels, consent panels
          and the like, including, but not limited to, those that are intended to
          notify the user that the user’s location data is being collected, transmitted,
          maintained, processed or used, or intended to obtain consent for such use.
          If consent is denied or withdrawn, Applications may not collect, transmit,
          maintain, process or utilize the user’s location data or perform any other
          actions for which the user’s consent has been denied or withdrawn.

      (e) If an Application accesses the Google Mobile Maps (GMM) service through
          the maps API, use of the GMM Service is subject to Google’s Terms of
          Service. If Licensee does not accept such Google Terms of Service, including,
          but not limited to all limitations and restrictions therein Licensee may
          not use the GMM service in the Application. Licensee acknowledges and
          agrees that use of the GMM Service in Applications will constitute the
          Licensee’s acceptance ofsuch Terms of Service.

   4. Content and Materials.

      (a) Any master recordings and musical compositions embodied in Applications
          must be wholly-owned by Licensee or licensed to Licensee on a fully paid-up
          basis and in a manner that will not require the payment of any fees,
          royalties and/or sums by KAI to Licensee or any third party.

      (b) If the Application includes or will include any other content, Licensee
          must either own all such content or have permission from the content
          owner to use it in the Application.

      (c) Applications must not contain any obscene, drugs, gambling, violence,
          alcohol, pornographic, offensive or defamatory content or materials of
          any kind (text, graphics, images, photographs, features, etc.), or other
          content or materials that in KAI’s reasonable judgment may be found
          objectionable.

      (d) Applications must not contain any malware, malicious or harmful code,
          program, or other internal component (e.g. computer viruses, trojan horses,
          “backdoors”) which could damage, destroy, or adversely affect other software,
          firmware, hardware, data, systems, services, or networks.

      (e) If the Application includes any FOSS, Licensee agrees to comply with all
          applicable FOSS licensing terms. Licensee also agrees not to use any FOSS
          or take any action in the development of the Application in such a way
          that would cause the non-FOSS portions of SDK to be subject to any FOSS
          licensing terms or obligations.

   5. Cellular Network.

      If an Application requires or will have access to the cellular network, then
      additionally such Application:

        (a) Must comply with KAI’s best practices and other guidelines on how
            Applications should access and use the cellular network;

        (b) Must not in KAI’s reasonable judgment excessively use or unduly burden
            network capacity or bandwidth;

        (c) May not have Voice over Internet Protocol (VoIP) functionality using
            the cellular network.

   6. Additional Services.

      From time to time, KAI may provide access to additional services for Licensee
      to use in connection with Applications. Some of these additional services may
      be subject to separate terms and conditions in addition to this Agreement.
      If Licensee elects to use such services, the usage will also be subject to
      those separate terms and conditions.

      KAI may change these Developer Requirements at any time. New or modified
      Developer Requirements will not retroactively apply to Applications already
      in distribution.

      In order to continue using SDK or any services, Licensee must accept and
      agree to the new Developer Requirements. If Licensee does not agree to new
      Developer Requirements, Licensee’s use of SDK and any services can be suspended
      or terminated by KAI.

                              Exhibit B
                        Signing of Application

   Licensee may obtain one or more production digital certificates from KAI, subject
   to a maximum number as reasonably determined by KAI, to be used for the sole
   purpose of signing Application(s) prior to submission of the Application to KAI
   or limited distribution of Application for use on KaiOS Devices.

   In relation to this, Licensee represents and warrants that it:

      (a) will not take any action to interfere with the normal operation of any
          KAI-issued digital certificates or schematics;

      (b) is solely responsible for preventing any unauthorized person from having
          access to digital certificates and corresponding private keys given by
          KAI and it will use the best efforts to safeguard digital certificates
          and corresponding private keys from compromise;

      (c) immediately notify KAI in writing if Licensee has any reason to believe
          there has been a compromise of any of digital certificates or corresponding
          private keys;

      (d) will not provide or transfer KAI-issued digital certificates to any third
          party, nor use digital certificate to sign a third party’s application; and

      (e) will use KAI-issued certificates exclusively for the purpose of signing
          Applications for testing, submission to KAI and/or limited distribution
          for use on KaiOS Devices as contemplated under this Agreement, and only
          in accordance with this Agreement.

   Licensee further represents and warrants to KAI that the licensing terms governing
   the Application, or governing any third party code or FOSS included in the Application,
   will be consistent with and not conflict with the digital signing or content
   protection aspects of the Agreement or any of the terms, conditions or requirements
   of this Agreement.

   In particular, such licensing terms will not purport to require KAI to disclose
   or make available any of the keys, authorization codes, methods, procedures,
   data or other information related to the Security Solution, digital signing or
   digital rights management mechanisms utilized as part of the Agreement.

   If Licensee discovers any such inconsistency or conflict, it shall immediately
   notify KAI of it and will cooperate with KAI to resolve such matter. KAI may
   cease distribution of any affected Applications and refuse to accept any subsequent
   Application submissions from Licensee until such matter is resolved to KAI’s
   reasonable satisfaction.

   END OF TERMS AND CONDITIONS