On the basis of relevant legal provisions and on the principle of voluntariness, equality and fairness, the two parties reached the following agreement through consultation on the venture capital of Party A to Party B's entry into OSDT ecological digital assets project, and jointly abided by the implementation. I. Venture Capital Projects 1. Party B now owns the design and development ideas and related technical information of the OSDT ecological digital assets project (see the OSDT White Paper on the homepage of the project technology mastery, development degree and project plan). It intends to further develop the project by introducing venture capital to realize the market-oriented operation of the project technology. 2. Party A has fully understood Party B's OSDT ecological digital assets project plan and agreed with its market prospects. It intends to invest venture capital to jointly develop the project with Party B. II. Stage Division of Venture Capital The venture capital of OSDT Eco-Digital Assets Project is divided into four stages: 1. Seed stage: that is, the technology development and invention stage of OSDT ecological digital assets project, until the completion of product samples and the formation of product production plan. 2. Lead-in period: technology innovation and product trial sale stage; in this stage, both parties participate in BlackStone Castle Technology Ltd., complete company planning and market analysis, test product prototype, further solve technical problems, eliminate technical risks, form company management organization, enter the market for trial sale, listen to market opinions, and begin to conceive product prototype. 3. Growth period: the stage of technology development and production expansion; this stage opens up markets, increases marketing investment, and allows the introduction of new venture capital and other funds on the premise of meeting this agreement. 4. Maturity period: that is, technology maturity and product entering the stage of large-scale production; in this stage, Party A can withdraw from venture capital on the premise of meeting this agreement. III. Investment of Risk Capital and Risk Control 1. During the seed stage, Party A invests any risk capital to complete the preliminary development of technology and Market Research of products with Party B. 2. After the establishment of the company, both parties shall transfer all tangible and intangible assets formed during the seed period to the company free of charge. 3. The amount and mode of investment in the growth and maturity period shall be supplemented and negotiated by both Party A and Party B according to the market development of the project at the corresponding stage. 4. Each party shall bear all the expenses for the completion of the projects under this contract. 5. When a project company cannot be established, the debts and expenses arising from the establishment of the project company shall be shared in proportion to the contribution of each co-investor. IV. Introduction and Restriction of Other Venture Capital 1. The introduction of other venture capital should be agreed by both parties, whether in seed stage or after the establishment of the company. 2. When other forms of investment are introduced, the assets of the company should be evaluated, and the equity ratio should be converted based on the value of the assets evaluated. 3. If the company needs to increase its investment after its establishment, both parties have the right to make additional investment according to the proportion of equity at the time of its establishment. V. Force Majeure Factor 1. "Force Majeure" means all events which are beyond the control and unpredictable of the parties to this Agreement or which, although foreseeable, inevitably impede the full or partial performance of this Agreement by either party. Such incidents include only natural disasters such as earthquakes, collapses, floods, typhoons and fires, explosions, accidents, wars, riots, uprisings, mutinies, social unrest or instability, sabotage or any other similar or different incidents. 2. In the event of force majeure, which prevents either party from fulfilling the agreement, the agreement shall be suspended during the duration of force majeure. The period of performance shall be automatically extended according to the above suspension time, and the party shall not be liable for breach of contract. 3. The party subject to force majeure shall notify the other party in writing and provide evidence of force majeure and its effects. The party suffering from such force majeure shall also take all necessary measures to terminate or mitigate the effects of such force majeure. 4. If force majeure has occurred or affected for more than 12 consecutive months and prevents either party from fulfilling this Agreement, either party has the right to request the termination of the obligations of the parties concerned under this Agreement. When this Agreement is terminated, the parties shall deal fairly and reasonably with each other's creditor's rights and liabilities. VI. Liability for Breach of Contract 1. During the seed period, if Party A fails to invest the risk capital in full and on time, Party A shall assume the responsibility for breach of contract and pay Party B 300% of the liquidated damages for the non-invested part of the capital. If the liquidated damages are insufficient to compensate, Party A shall continue to compensate Party B in the form of damages according to the corresponding losses. 3. If Party A fails to invest in the company as stipulated in this agreement, the defaulting party shall pay 100% liquidated damages to the compliance party when the project product meets the requirement that the venture capital enters the import period. 4. Party A shall compensate Party B for the losses arising from its breach of contract in violation of this Agreement, which shall include actual losses and loss of available interests. VII. Dispute Settlement 1. Any modification, supplement or alteration of this Agreement shall be confirmed by written form after mutual agreement between the investment parties of the project company, and shall take effect after signature by the authorized representatives of both parties. 2. All agreements, documents, authorizations, reports, lists, endorsements, undertakings and waivers formed, signed and attached in accordance with the provisions of this Agreement shall constitute an addition to this Agreement and form an integral whole with this Agreement. 3. Party A shall be able to participate in the contacts in which this Agreement is fully recognized. 4.Any dispute arising from this Agreement shall be settled through friendly negotiation. If it cannot be settled through consultation, Party B shall have all the right of interpretation.
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