Agreement to the Basic Product Purchase Agreement

XXX (hereinafter referred to as "Party A") and COOKPIT Co., Ltd. (hereinafter referred to as "Party B") enter into the following contract regarding the transaction between Party A and Party B.

(Basic Agreement)

Article 1 This Basic Agreement shall be applied in common to all product sales contracts (hereinafter referred to as "Individual Agreements") concluded between Party A and Party B. However, this does not prevent an Individual Agreement from excluding the application of all or part of the matters stipulated in this Basic Agreement, or from promising matters different from those in this Basic Agreement.

② At the time this Basic Agreement is concluded, all existing contracts for the sale and purchase of goods between Party A and Party B shall be deemed to be individual contracts as set forth in the preceding paragraph, and this Basic Agreement shall apply unless otherwise specified in those contracts.

(the purpose)

Article 2: Party B has agreed to sell the products it handles (hereinafter referred to as "Products") to Party A under the conditions set out in Article 2 below, and Party A has agreed to purchase them. (hereinafter referred to as "This Transaction")

(Contract period)

Article 3 The contract period of this Basic Agreement shall be one year from December 15, 2023 to December 14, 2024.

② If neither Party A nor Party B makes a written request to change or terminate the contract at least one month prior to the expiration of the term set forth in the preceding paragraph, this Basic Contract will be automatically renewed for another year, and the same shall apply thereafter.

(Individual contract)

Article 4: Except when a written contract is created, an individual contract will be established when Party B accepts the "Product Order Form" issued by Party A.

② After Party A issues the "Product Order Form," Party B shall be deemed to have expressed its intention to accept the order pursuant to Clause 1 at the time Party B contacts Party B, including by fax, to the effect that it has accepted the order. However, if Party B does not express its intention to accept the order within 48 hours on a business day, Party A shall be deemed not to have expressed its intention to accept the order pursuant to Clause 1.

③ In addition to Party A's "Product Order Form," Party B must issue a "Manufacturing Request Form" for each production lot in the case of private label products.

(Terms of Sale)

Article 5: The product name, specifications, quantity, purchase price, and delivery date will be determined in the "Product Order Form" set forth in the previous article or in the quotation for the product issued by Party B.

(Delivery and inspection of goods)

Article 6 Delivery of the goods shall be made by Party B delivering the goods to the location designated by Party A for each individual contract.

② Party A or its agent shall inspect the goods immediately after receiving delivery from Party B.

③ The delivery of the goods shall be completed at the same time as the completion of the inspection in the preceding paragraph.

(Transfer of Ownership)

Article 7 Ownership of the goods shall be transferred to Party B upon completion of delivery under Paragraph 3 of the preceding article.

② The risk of the goods will be transferred from Party B to Party A at the time of the transfer of ownership under the preceding paragraph.

(Deposit)

Article 8: At the same time as concluding this Agreement, Party A must deposit a security deposit of 100,000 yen with Party B by transferring it to a bank account designated by Party B on the date specified in paragraph 7 below. The security deposit will cover all debts that Party B may incur under this Agreement. Party B will not accrue interest on the security deposit.

① The amount of the security deposit referred to in the preceding paragraph shall be reviewed in February and August of each year (hereinafter referred to as the "Review Month") during the validity period of this Agreement, and if the amount of the security deposit already deposited by Party A to Party B (hereinafter referred to as the "Deposited Security Amount") is less than twice the amount of sales (however, any fraction less than 100,000 yen shall be rounded up; hereinafter referred to as the "Reference Amount") of the month in which Party B had the highest sales of goods in the six months immediately preceding each Review Month (if the Review Month is February, it shall be from August of the previous year to January of the current year, and if the Review Month is August, it shall be from February to July of the current year), Party A shall deposit with Party B the difference between the Reference Amount and the Deposited Security Amount as an additional security deposit by transferring the amount to a bank account designated by Party B by the end of the relevant Review Month. However, even if the Reference Amount is less than the Deposited Security Amount, Party B shall not refund the difference to Party A.

② In the event that this Agreement is terminated due to cancellation, termination, expiration of the term, or any other reason, Party B will settle the debts and credits of Party A and Party B using the deposit within the following month and promptly return the remaining amount. Furthermore, if Party A's debts to Party B exceed the deposit, Party A will promptly pay the excess amount to Party B.

③ In the event that Party A fails to make any payment under this Agreement even once, Party B may use the security deposit to repay the debt without any notice. When the debt is thus appropriated, Party B will notify Party A in writing that the debt has been appropriated with the security deposit.

④ When Party A receives the document set forth in the preceding paragraph from Party B, it must immediately make up any shortfall in the security deposit due to the allocation of debts.

⑤ Party A cannot claim against Party B that Party A's debt can be offset by demanding the return of the security deposit.

⑥ Party A may not use the right to claim the return of the security deposit as collateral or transfer it to another party.

⑦ Payment of the security deposit from Party A to Party B will be on the following schedule.

December 14th, 2023, 15:00 until 100,000 yen

(Payment)

Article 9: Payment of the product price shall be in accordance with the conditions set forth below.

A. Party A's payment of the product price to Party B shall be closed on the last day of each month, and Party A shall pay Party B by the end of the following month based on the invoice issued by Party B. However, if the payment date falls on a weekend, public holiday, or other financial institution holiday, payment shall be made on the previous day.

B. Payment shall be made by bank transfer to the bank account designated by Party B, and payment fees shall be borne by Party A.

C. As stipulated in Article 4, Paragraph 3, if the product for which Party A has requested Party B to manufacture in a "Manufacturing Order" issued by Party A to Party B exceeds the storage period stipulated in the "Manufacturing Order," Party B may make a claim to Party A without waiting for the delivery stipulated in Articles 6 and 7, and Party A must naturally make payment.

(Buyer's Delay in Performance)

Article 10: If Party A delays in payment of the product price under the previous article, Party A shall pay late payment charges at the rate of 14.6% per annum from the day after the payment due date until the day of full repayment.

(Seller's Warranty Liability)

Article 11 If Party A discovers during the inspection pursuant to Article 6, Paragraph 3 that the goods delivered by Party B fall under any of the following items, Party A shall immediately notify Party B.

• If the conditions of the "Product Order Form" in Article 4, Paragraph 1 are different

• If there is a defect in the quality of the product

② When Party B receives the notice set forth in the preceding paragraph, Party B must immediately deliver replacement goods, repair the defect, or reduce the price, as selected by Party A.

(Acceleration of Time)

Article 12 If either Party A or Party B falls under any of the following items, they will lose the benefit of the deadline for repayment and will immediately pay in full all amounts owed to the other party without any notice.

• When the performance of obligations to Party A or Party B is delayed even once.

• When any provision of this Basic Agreement, an Individual Agreement, or any other agreement between Party A and Party B is violated.

• When the User is subject to seizure, provisional seizure, provisional disposition, public auction, disposition for tax delinquency or other disposition by public authority, or when a petition for reorganization, civil rehabilitation, commencement of corporate reorganization proceedings, or bankruptcy has been filed or has been filed.

• When all or a significant part of the business is transferred or a resolution to do so is passed.

• When a bill or check that the party has issued or accepted becomes dishonored or payment is suspended.

• When the business is suspended or the business license or business registration is revoked by a supervisory authority.

• In addition to the above, when a reasonable event occurs that requires the preservation of claims.

• When an entity recognized as an anti-social group (such as an organized crime group) is allowed to enter the facility.

(Cancellation without notice)

Article 13 If either Party A or Party B commits any of the facts set forth in items 1 to 8 of the preceding article, the other party may immediately terminate this Basic Agreement, any Individual Agreement, and any other agreements between Party A and Party B without notice.

② The termination of the preceding paragraph shall not preclude a claim for damages.

(Cancellation during the contract period)

Article 14 Either Party A or Party B may terminate this Basic Agreement by giving three months' prior written notice, even during the contract period under Article 3.

(Effects of Termination, etc.)

Article 15 If this Basic Agreement is terminated or canceled, the provisions of this Basic Agreement shall apply to any Individual Agreements that exist at the time of such termination or cancellation.

(Maintenance of Confidentiality)

Article 16 Party A and Party B shall not disclose to any third party any business matters of the other party that they learn through transactions under this Basic Agreement, not only during the term of this Basic Agreement but also after the contract has ended.

(Negotiations by Agent)

Article 17 Neither Party A nor Party B may appoint a third party other than the other party's employee or attorney as their agent in negotiations with the other party arising from this Agreement or commercial transactions.

(agreed jurisdiction)

Article 18 Party A and Party B agree that the Tokyo District Court shall be the court of jurisdiction for all litigation relating to this Basic Agreement and any Individual Agreements.

(Changes to contract terms)

Article 19 Any changes to the provisions of this Basic Agreement shall only be made in writing bearing the names and seals of Party A and Party B.

(Resolution of doubts)

Article 20 Any matters not specified in this Basic Agreement or any other doubts that arise regarding this Basic Agreement shall be resolved through consultation between Party A and Party B in good faith.

That's all

To certify the formation of this Basic Agreement, two copies of this Basic Agreement will be prepared, signed and sealed by Party A and Party B, and Party A and Party B will each retain one copy.

Reiwa month day

(Part A) Seal

(B) 7-15-2 Iriya, Adachi-ku, Tokyo
COOKPIT Co., Ltd.
Representative Director Yoshihiro Homma