Prenetics Global Ltd

(e)Reports.

(i)Statements. Within forty five (45) days following the end of each Calendar Quarter during the Term (i.e., on or before May 15, August 15, November 15 and February 15), and continuing until all payments required hereunder are made, Company shall submit to ABG-CB, via RoyaltyZone (or other system provided by ABG-CB), a complete and accurate statement (each, a “Statement”), detailing: (A) all of the following information for each month included in such Calendar Quarter (as well as year-to-date information), cross-referenced by each ‘SKU’ of Licensed Product, and broken down first by each country of the Territory, then by distribution channel (I) total Net Sales, (II) total quantity (in units) sold, (III) invoiced price, (IV) gross revenue, (V) itemized Deductions, and (VI) Royalty due to ABG-CB. In the event that ABG-CB issues any invoice(s) to Company for any payments due and/or owing hereunder, Company hereby acknowledges that the same would be done solely as a courtesy to Company, and no such invoice shall alter, change or otherwise impact the amount or due date of any such payment (the terms of which shall continue to be dictated by the terms of this Agreement).

(ii)Year-End Summaries. Included with Company’s Statement for the fourth (4th) Calendar Quarter of each Contract Year (i.e., the Calendar Quarter beginning on October 1 and ending on December 31, the Statement for which is due to ABG-CB on or before February 15 of the immediately succeeding Contract Year), Company shall submit to ABG-CB, via RoyaltyZone (or other system provided by ABG-CB), a complete and accurate statement (“Year-End Summary” and together with the Statements, “Reports”), in the same format as the Statements, detailing all of the same information required for a Statement, in the aggregate, for the applicable Contract Year.

(iii)General. Included with each Report, Company shall submit to ABG-CB: (A) a copy of Prenetics Global Limited’s full and complete financial statements for that Calendar Quarter or Contract Year, as applicable; and (B) a certification signed by Company’s chief financial officer (or an equivalent authorized representative) indicating that such authorized representative of Company has reviewed and agrees with all the information contained in such Report. If and when requested by ABG-CB, Company shall provide ABG-CB with additional information (e.g., Net Sales and/or orders booked/confirmed for Licensed Products by country, Net Sales by specific Approved accounts and/or distribution channel, etc.), and/or backup and support materials, with respect to any item contained in any Report, such that ABG-CB will have sufficient information to evaluate the sources of any item contained in such Report, and to track Company’s Business under this Agreement. ABG-CB hereby reserves the right to modify the process for submission of Reports (e.g., using a software other than RoyaltyZone, etc.) on reasonable advance written notice to Company, but in no event shall ABG-CB modify the timing or frequency of the same without Company’s prior written approval, which approval may not be unreasonably withheld, conditioned or delayed.

(iv)Books & Records; Audit. ABG-CB’s acceptance of any payment and/or any Statement pursuant to this Agreement is without prejudice, shall not be deemed a waiver by ABG-CB of any rights afforded to ABG-CB hereunder, at law or in equity, and shall not preclude ABG-CB from questioning the correctness thereof at any time or exercising any of its rights related thereto. Company shall keep complete and accurate books of accounts and records with respect to its activities and transactions relating to this Agreement, including by way of example and not limitation, manufacture, sale, distribution, Advertising & Promotion, and other exploitation of Licensed Products (“Books & Records”). Company shall maintain such Books & Records throughout the Term of this Agreement, and for a period of three (3) years following the expiration or termination of the Term (the “Retention Period”). During the Term and Retention Period, ABG-CB, or a third party designated by ABG-CB (ABG-CB and such third party being defined, for purposes of this Section, as an “Auditor”), shall have the right to conduct an audit to verify Company’s performance and compliance hereunder, including without limitation, by inspecting, examining, copying, making extracts (including in searchable electronic form), and retaining, the Books & Records insofar as they relate to this Agreement, including, without limitation, the computation of Royalties, and other amounts payable to ABG-CB and/or amounts that Company is required to spend under this Agreement, and Company hereby agrees to cooperate with the Auditor, to the best of Company’s ability, in connection therewith (including, without limitation, by providing the Auditor with backup and support documentation related to any Books & Records, e.g., Company’s standard wholesale prices for any Licensed Products, excel spreadsheets with formulas, etc.). All such Books & Records shall be available at Company’s principal place of business at the address set forth in this Agreement. If requested by Auditor, Company shall provide electronic data including Net Sales, Royalties and Deductions, in electronic form prior to any scheduled audit. In the event Company fails to so cooperate with the Auditor: (i) the same shall be deemed a breach of this Agreement by Company, and (ii) in order to complete any such inspection / audit and in the absence of information from Company, ABG-CB shall be entitled, without prejudice to any other right or remedy available to ABG-CB, to draw inferences adverse to Company and assess the amounts owed by Company to ABG-CB in ABG-CB’s reasonable discretion, based on, among other factors, the books and records Company has kept, if any, market conditions, industry standards, sales of similar items, and any other reasonable estimates and assumptions ABG-CB deems appropriate. ABG-CB and/or such Auditor shall be permitted to inspect such Books & Records no more frequently than one (1) time during any [] month period, upon thirty (30) days prior written notice to Company. In the event that any such inspection is conducted by a third-party Auditor, such Auditor shall agree in advance not to disclose or use for the Auditor’s benefit any Confidential Information (as hereinafter defined) of which the Auditor observes or becomes aware. If any such inspection reveals a discrepancy in the amount paid to ABG-CB equal to [] percent ([]%) or more of the amount payable to ABG-CB hereunder for the period in question, then Company shall also reimburse ABG-CB for the cost of such audit, including, but not limited to the costs associated with the Auditor’s lodging, travel, and meals and ABG-CB’s engagement of such Auditor. If the Auditor shall discover a discrepancy in the amount paid to ABG-CB equal to [] percent ([]%) or more of the amount payable to ABG-CB hereunder for the period in question, then in addition to the above, ABG-CB shall have the right, but not the obligation, to immediately terminate this Agreement upon notice to Company with no cure period, even if Company tenders the deficiency and associated costs and expenses to ABG-CB. In any event, Company shall make all payments required to be made to eliminate any discrepancy revealed by any such inspection within fifteen (15) days after ABG-CB’s demand therefor. Interest, compounded monthly, at the rate of [] percent ([***]%) per month (or, if not legally permissible, then at the then maximum legal interest rate) shall accrue on any amount due to ABG-CB from and after the date upon which said payment is due until the date payment is actually received, whether said late payment was discovered in connection with this Section or otherwise.

5. Sub-Contractors. In the event Company wishes to sub-contract any or all of the operation of the Campaign or related Business hereunder (e.g., design of the Campaign, creation of Licensed Products, etc.) to any third party (e.g., ad agencies, photographers, videographers, producers, crew, etc.) (each, a “Sub-Contractor”), Company shall use Company’s best efforts to ensure that all Sub-Contractors abide by the terms of this Agreement, including, without limitation, the Standards of Practice. All acts and omissions of all Sub-Contractors shall be deemed to be the acts and omissions of Company for all purposes of this Agreement, and Company shall be responsible and liable for any and all acts and omissions of any Sub-Contractor. Company shall ensure (e.g., by including the same in the applicable Sub-Contractor agreement) that all rights granted to any Sub-Contractor, whether pursuant to a Sub-Contractor agreement or otherwise, shall terminate upon any expiration or termination of this Agreement.

6. Approvals.