NODE ECOSYSTEM OPERATION RIGHTS INVESTMENT AGREEMENT

Preamble & Contracting Parties

0.1 Special Notice

Party B must carefully read and fully understand the contents of all clauses of this Agreement, particularly those that exempt or limit Party A's liability, risk disclosure clauses, dispute resolution and applicable law clauses, before clicking "Agree." Party B's checking and clicking "Agree" on the web page (or any other confirmation button indicated by the system interface) shall be deemed as Party B's full knowledge, understanding, and voluntary acceptance of the binding force of this Agreement and all annexes. Once this Agreement takes effect, it shall be legally binding on both Parties.

0.2 Recitals & Preamble

1. Party A is a legally registered enterprise in Dubai, fully holding all physical assets including globally deployed power bank cabinet hardware equipment, offline venue resources, intelligent rental systems, and advertising operation channels, with complete qualifications to grant exclusive operation rights of equipment asset packages and to undertake entrusted O&M services for global node holders;
2. Party B warrants that it is a qualified investor under this Agreement, with lawful and compliant sources of funds, full awareness of all risks associated with offline power bank operations, virtual assets, and cross-border regulation, and voluntarily pays the full consideration to acquire the fixed-term exclusive operation rights of the equipment asset package at the tier specified in this Agreement;
3. Party B does not possess the supporting resources and qualifications for cross-border offline equipment operation, business district expansion, equipment O&M, and cash flow collection, and hereby voluntarily and irrevocably entrusts Party A to uniformly complete the entire process of equipment procurement, venue deployment, O&M inspection, business accounting, and revenue distribution;
4. Both Parties confirm: This Agreement does not constitute a deposit, wealth management, equity investment, or principal-guaranteed securities contract. All business projections contained in this Agreement are for industry reference only, and Party A does not promise any fixed returns, principal protection, or buyback upon maturity.

Risk Disclosure

Article 1 Core Definitions

1.1 Node Exclusive Operation Rights

Means the exclusive right of Party B to solely, exclusively, and independently enjoy the distribution of all business proceeds from a specific tier power bank asset package (combination of standard cabinets and premium advertising screen cabinets) under Party A's name during the operation period specified in the Agreement. During the operation period, Party A shall not split, re-grant, or divert the proceeds of such asset package to offset costs of other assets. Each asset package shall correspond to only one operation rights holder, with no overlapping rights.

1.2 Asset Package Hardware

Means all power bank cabinet physical equipment listed in Annex 1 corresponding to the relevant tier. The physical property rights shall vest in Party A throughout the process. Party B shall only acquire the operating earnings right, not the equipment property right.

1.3 Ownership Verification Token (SBT)

Means the SBT (Soulbound Token) issued by Party A on the blockchain, which serves solely as a digital inquiry, earnings record, and ecosystem airdrop auxiliary token for the exclusive operation rights under this Agreement. Holding the SBT alone does not create complete earnings rights; the written agreement is the sole legal basis for such rights.

1.4 Standard Operation Period

The N1 Spark Node and N2 Wisdom Node have an operation period of 3 years; the N3 Platinum Node and N4 Star Map Node have an operation period of 4 years; the N5 Hub Node, N6 Global Node, and N7 Genesis Node have an operation period of 5 years. The commencement date shall be the date on which all cabinets of the asset package at the relevant tier complete offline venue deployment and generate the first business cash flow.

1.5 Airdrop Entitlement

Subject to the compliant issuance of SouDian RWA Tokens and compliance with applicable laws, regulations, and project airdrop rules, Party A shall grant Party B an airdrop entitlement of SOD and ecosystem token SND equivalent to USD 669. The specific quantity, timing, and conversion standards shall be subject to the formal issuance and airdrop rules of the project. This entitlement does not constitute a promise of return or investment return.

Article 2 Subject of Exclusive Operation Rights and Fund Management

2.1 Operation Rights Tier & Consideration

The tier of exclusive operation rights acquired by Party B, hardware configuration, operation period, and total consideration shall be based on the order checked, confirmed, and successfully paid by Party B on Party A's platform frontend and the corresponding Annex 1 records. Party B confirms voluntary payment of the full corresponding consideration, which shall be characterized as the "complete grant consideration for multi-year exclusive operation rights to the asset package," and shall not be deemed as rent, investment principal, or wealth management funds.

2.2 Payment Method

Party B may pay the consideration only through compliant means. All received funds shall be placed in a segregated special node asset account established by Party A.

2.3 Party A Fund Control Compliance Obligations

1. Party A shall engage a licensed third-party auditing firm in Dubai to conduct independent audits on a quarterly basis covering all node asset pools, fund flows, and cabinet equipment quantities, with full audit reports disclosed to Party B;
2. Party A is strictly prohibited from diverting Party B's corresponding asset package special funds for non-operating purposes, external guarantees, or unrelated business expenditures. If private retention or diversion of cash flow occurs, Party A shall pay a one-time liquidated damages equal to the full operation rights consideration to Party B, and compensate for all historical and expected operating income losses of Party B;
3. Party B has the right to apply for access to its exclusive asset package income and expense ledger and audit reports at any time, and may also engage a third-party accountant at its own expense to conduct special asset verification. Party A shall cooperate in providing all documentation.

2.4 Consideration Return Restriction

During the complete operation period, Party B may not unilaterally terminate this Agreement or apply for refund of the operation rights consideration. Upon expiry of the operation period, Party A has no obligation to return all or any part of the consideration, and the exclusive operation rights shall automatically terminate.

Article 3 Revenue Distribution Rules

3.1 Revenue Scope (Party B's Exclusive Proceeds)

1. Offline time-based rental income from power banks;
2. Commercial advertising revenue from cabinet screens and business district venue cooperation sharing income;
3. Corresponding node tier ecosystem incentives and airdrop weighted earnings.

3.2 Pre-distribution Deduction Items

Pre-distribution deduction items for each cash flow period (only costs listed in this clause may be deducted; no additional hidden fees):

Venue rent, venue electricity fees, equipment repair and aging replacement costs, equipment depreciation, third-party compliance audit fees, cross-border business taxes, and the entrusted O&M service fee agreed in this Agreement.

If net surplus remains after deducting all costs from the current period cash flow, 60% of the surplus shall be allocated to Party B. If the cash flow is insufficient to cover all costs, no earnings shall be distributed for the current period, and the operating loss shall be borne by Party B, with Party A having no obligation to cover the shortfall.

3.3 Revenue Distribution and Settlement

The specific distribution and settlement rules shall be subject to Party A's actual operating conditions and published settlement cycles.

Article 4 Term and Unilateral Termination

4.1 Effect of Operation Period Expiry

Upon expiration of the exclusive operation period, all of Party B's exclusive earnings rights to the asset package shall automatically extinguish, and the corresponding ownership verification token shall simultaneously become invalid. Party A has the right to re-grant the operation rights of such equipment asset package to third parties. Party B does not enjoy preemptive rights or equipment buyback rights.

4.2 Circumstances for Party A's Unilateral Termination

1. Party B has concealed its identity and is found to be a person from a prohibited jurisdiction;
2. Party B refuses to cooperate with Party A, regulators, or auditing institutions in ongoing AML due diligence;
3. Party B illegally splits or privately transfers the exclusive operation rights and fails to rectify after Party A's written notice.

In the event of the above circumstances, Party A has the right to unilaterally terminate the exclusive operation rights under this Agreement, return the remaining undistributed cash flow after deducting incurred compliance and O&M costs, and bear no liability for breach of contract or compensation.

Article 5 Exclusivity Guarantee

5.1 Asset Segregation Guarantee

Party B's exclusive asset package cabinet equipment shall be separately recorded in a fixed asset ledger. Party A may not privately mortgage, sell, or dispose of such cabinets. Party A's external business debts or litigation disputes shall not affect the exclusive cash flow corresponding to Party B's exclusive operation rights. If Party A enters liquidation or bankruptcy proceedings, the operating cash flow generated by Party B's asset package shall be prioritized for settlement of Party B's outstanding earnings, taking precedence over Party A's ordinary creditors.

5.2 Uniqueness Commitment

Party A guarantees that the asset package corresponding to this Agreement is granted exclusively to Party B alone during the operation period, with no duplicate grants or revenue splitting to third parties. Violation of this clause by Party A shall be deemed a fundamental breach, requiring double compensation of Party B's full operation rights consideration and compensation for all operating income losses.

5.3 Data Access Right

Party B may view its exclusive asset package offline venue distribution map, real-time online cabinet quantity, monthly operating cash flow, and quarterly audit reports at any time. Party A may not conceal or alter operating data.

Article 6 Delegated Services Scope

6.1 Delegation Reason

Party B only acquires the exclusive operation earnings right of the asset package and does not possess the qualifications, teams, and channels for global offline business district expansion, cross-border equipment deployment, cabinet O&M and repair, and lease system operation and cash flow collection. Party B hereby voluntarily executes an irrevocable delegation to entrust Party A to uniformly manage and operate the asset package corresponding to this Agreement.

6.2 Full Scope of Party A's Entrusted O&M Services

1. Bulk procurement of cabinet hardware, cross-border customs clearance, global business district venue negotiation, equipment deployment and installation commissioning;
2. Daily online and offline inspection of cabinets, repair of faulty equipment, batch replacement of aged equipment, and fulfillment of venue and electricity cooperation obligations;
3. Back-end operation of the intelligent power bank lease system, commercial advertising merchant acquisition, and unified collection of offline operating cash flow;
4. Monthly business accounting and timely payment of earnings;
5. Cooperation with third-party audits, regulatory inspections, and ongoing anti-money laundering due diligence for global investors.

Article 7 O&M Service Fees

7.1 Fee Standards

The O&M service fee calculation standard is fixed and published on Party A's official website and Annex 1 of this Agreement, calculated as a fixed percentage of the monthly net cash flow of the asset package, automatically deducted from the current period cash flow. Party B does not need to separately pay service fees. Party A may not unilaterally increase the service fee rate. Any rate adjustment requires 30 days' prior written notice to all node holders and execution of a supplemental agreement.

7.2 Rigid Operating Costs Ledgers

Rigid operating costs (venue rent, electricity, equipment consumables, taxes, audit fees) and Party A's O&M service fees shall be maintained in two separate ledgers. Rigid costs do not constitute Party A's service remuneration. Party A shall itemize all cost expenditure documentation on a monthly basis, which Party B has the right to verify. Expenses without proper documentation may be refused by Party B.

Article 8 Rights and Obligations of Both Parties

8.1 Party A Obligations

1. Diligent O&M Obligation: Maintain cabinet equipment in accordance with global power bank leasing industry general standards to ensure stable online operation of the asset package cabinets. Update offline venue photos and equipment quantity lists on a quarterly basis for Party B's verification;
2. Earnings Segregation Obligation: Entrusted operations shall only provide standardized O&M services, and Party A may not retain, divide, or divert Party B's exclusive asset package cash flow;
3. Timely Payment Obligation: If Party A fails to settle and distribute earnings within the period specified in Article 3 of this Agreement, a late fee of 0.05% per day of the current period payable earnings amount shall be paid to Party B for each day of delay.

8.2 Party B Obligations

1. Party B shall bear all operating loss risks of the assets independently and may not require Party A to guarantee earnings or cover losses;
2. Party B may not interfere with Party A's standardized O&M plans or global venue layout planning, and only enjoys the right to access operating data without independent offline operation authority;
3. Party B shall cooperate with Party A's ongoing KYC/AML due diligence and provide identity and source of funds documentation as required in a timely manner.

Article 9 Delegated O&M Relationship Termination Restrictions

9.1 Termination Restrictions

During the complete exclusive operation period, Party B may not unilaterally terminate the O&M delegation.

9.2 Material Breaches for Unilateral Termination

In the event of the following material breaches by Party A, Party B has the right to unilaterally terminate the delegated O&M relationship. Party A shall cooperate with Party B in appointing a third-party compliant O&M service provider, and Party B's exclusive operation rights shall not be affected by such termination:

1. Party A has long neglected O&M, resulting in large-scale shutdown of the corresponding asset package cabinets exceeding 30 days, causing sustained absence of operating income;
2. Party A has privately retained or diverted Party B's asset package cash flow and fails to replenish after written notice;
3. Party A has been revoked of all business-related qualifications by regulatory authorities and is unable to continue providing O&M services.

Article 10 General Provisions on Default Liability

10.1 Party A Default Circumstances & Compensation Standards

1. Private diversion or retention of Party B's cash flow, duplicate grant of rights, or unauthorized disposal of equipment: One-time payment of liquidated damages equal to the full operation rights consideration, and compensation for all historical and expected operating income losses of Party B;
2. Late payment of earnings: Late fee of 0.05% per day of the payable amount;
3. Refusal to cooperate with verification: Refusal to cooperate with Party B or auditing institutions in verifying asset ledgers or operating data, and failure to rectify within 15 days gives Party B the right to unilaterally terminate O&M delegation with Party A bearing all O&M losses for the current period.

10.2 Party B Default Circumstances & Disposition Rules

1. Concealment of domestic identity / AML failure: Concealment of domestic identity, illegal private transfer of operation rights, or refusal to cooperate with AML due diligence gives Party A the right to unilaterally terminate the agreement, returning remaining unpaid funds after deducting compliance and O&M costs, without additional compensation;
2. Defamation or data leakage: Party B disseminates false information, maliciously disparages Party A's operations, or leaks Party A's commercial venue or core equipment data gives Party A the right to claim liquidated damages from Party B and pursue all actual losses.

Article 11 Miscellaneous & Governing Law

11.1 Governing Law

This Agreement shall be governed by the laws of the United Arab Emirates.

11.2 Dispute Resolution (DIAC)

All disputes or controversies arising from this Agreement shall first be resolved through amicable consultation between the Parties. If consultation fails, the sole jurisdiction shall be the Dubai International Arbitration Centre (DIAC). The arbitral award shall be final and binding on both Parties.

11.3 Annex Integration

This Agreement together with Annex 1 "Tier Node Exclusive Operation Rights Asset Hardware Detail List" constitutes the complete legal document. The Annex shall have the same legal effect as the main text.

11.4 Amendment and Update of Agreement

Party A has the right to amend this Agreement (including but not limited to service fee adjustments) in accordance with applicable laws, regulations, national policies, and operational needs. The amended agreement contents shall be published through official compliant website announcements, system pop-ups, or internal messages in electronic form. If Party B continues to hold nodes, withdraw earnings, or perform any platform interaction operations after the agreement amendment, it shall be deemed that Party B has read, understood, and agreed to the amended agreement contents.

11.5 Execution and Effectiveness Confirmation

1. Both Parties confirm that this Agreement is executed and stored in electronic form on Party A's server system. Party B's checking of the "I have read and agree" box and clicking the "Confirm" or "Proceed to Payment" button on Party A's product website: www.soudian.ai (or the corresponding client) shall be deemed as Party B's valid signature with full legal effect on Party B.
2. This Agreement shall formally take effect from the date Party B completes the aforementioned web-based click confirmation and fully pays the operation rights consideration through the platform's designated payment channel. It shall automatically terminate upon expiry of the operation period or completion of all obligations by both Parties.

11.6 Delivery of Notices

All notices, business announcements, and audit reports from Party A to Party B shall be uniformly delivered through Party B's reserved contact email, official compliant website announcements, and internal messages as effective delivery channels. Party B shall notify Party A in writing 7 days in advance of any change of contact address. Risks of payment delays or information omissions arising from failure to notify shall be borne by Party B. Any notice shall be deemed effectively served on the date of dispatch by Party A or publication on the platform.

11.7 Supplemental Agreements

Matters not provided for in this Agreement may be confirmed through subsequent electronic supplemental agreements issued by the platform. In the event of conflict between a supplemental agreement and this Agreement, the supplemental agreement shall prevail.

Electronic Execution & Signatures

(End of main text, followed by electronic execution signature block)

Annex 1: Tier Node Exclusive Operation Rights Asset Hardware Detail List

A.1 Tier Core Parameters Summary Table

A.2 Node Investment Confirmation & Electronic Execution

1. Tier Acquisition Selection: The node exclusive operation rights tier acquired by Party B corresponds to the specific N1–N7 tier selected, checked, and paid on the platform interface.
2. Order Data Binding: The tier and total consideration of exclusive operation rights acquired by Party B for this acquisition shall be subject to the order data actually checked, created, and successfully paid by Party B on this web page.
3. Electronic Confirmation: Party B's clicking of the "Agree to Agreement and Proceed to Payment" button represents Party B's completion of all confirmation and electronic execution of this Annex and the main text of the Agreement.