EX-10.25

Exhibit 10.25

FIRSTAMENDEDANDRESTATEDLICENSEAGREEMENT

ThisFIRSTAMENDEDANDRESTATEDLICENSEAGREEMENT(this“Agreement”)is madeasofthelatestsignature date(the“CommencementDate”)betweentheParties.

BETWEEN:

(1)    SOFTBANK GROUP CORP., a Japanese corporation with its registered office at 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan (the “Licensor”);and

(2)    SBE Global, LP, a Delaware limited partnership with its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808, United States of America (the“Licensee”).

WHEREAS:

(A)    TheLicensor is theregistered owneroftheMarks (as defined below) and theLicensee wishes to use the Permitted Marks (which include the Marks) for the furtherance of its business objectives with the express understanding that there may exist one or more third parties who have been using a trade name that is similar to oneor more of the Permitted Marks;

(B)    Accordingly,theLicensoriswillingtogrant theLicensee,alicensetousethePermitted Marks, and theLicenseeand itsPermitted Affiliateiswilling tousesuchPermitted Marks,strictlyin accordancewith this Agreement until whereby theLicenseeisnolongercontrolled byaGroup Company of the Licensor;

(C)    ThePartieshaveenteredintoaLICENSEAGREEMENTdatedasofMay9,2022,(the “Original Agreement”)·

(D)    The Pa1tiesagreeto amendthe scheme ofthe Royaltycollectionunderthe OriginalAgreement, inaccordancewiththerevisedmethodologyasdescribedin SCHEDULE2 ofthis Agreement;

(E)    The Parties agree to permit communications with each other by email as an option, incertain specified cases,as described herein; and

(F)    ThisAgreementamendsandrestatestheOriginalAgreement initsentirety.

Inconsiderationoftheforegoingandforothergoodandvaluableconsideration,thereceiptand adequacy of which are hereby acknowledged, IT IS AGREED asfollows:

1.    DEFINITIONS ANDINTERPRETATION

1.1    In this Agreement thefollowing expressions shall, unless thecontext otherwise requires,have the following meanings:

“Advisors”hasthemeaningsetforthinClause15.2.3;

“Applicable Laws” means all international, national, federal, state or local laws, treaties, government orders, regulations,regulatory constraints, obligations or rules(including binding codesofconduct and bindingstatementsofprincipleincorporated andcontained insuchrules)

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applicabletotheexistenceoroperationofthisAgreementorthelicensegranted hereunderfrom time to time·

“AuthorizedMaterials”mean thematerialsdescribed inSchedule4 of this Agreement, onor inconnectionwithwhichtheLicenseeandthePermittedAffiliatesmayusethePermittedMarks in accordance with Clause 5.1.1 of this Agreement;

“BankruptcyCode”hasthemeaningsetforthinClause2.5;

“Business Day” means a day other than a Saturday, Sunday or public holiday in Japan and England, when banks in Tokyo and London are open for business;

“Change ofControl”means,inrelation toan entity, whereanotherentity (a)gainsControlof thatentity(including jointly withanotherentity),or(b)ceasestocontrol thatentity,or both (a) and (b).

“Control” means the ability of an entity to determine or control the outcome of all or substantially all of the decisions about another entity's financial, operating, business, management,boardand/orgovernancedecisions,includingbyanyoneormoreofthefollowing means (by contract or otherwise):

(a)    byholding amajorityofthevotingrightsinrespectofthesharesinanentity;or

(b)    byholdingmorethan50%oftheissuedshareorunitcapitaloftheentity.

“Confidential Information”has the meaning set forth in Clause 15.1;

“Declaration”meansthedeclaration in theform assetoutin Schedule5;

“DisclosedRepresentatives”hasthemeaningsetforthinClause15.2.1;

“Domains”hasthemeaningset forthinPart2ofSchedule 1ofthisAgreement;

“Force Majeure”in relation toeither Party,meansanycircumstances beyond the reasonable control of thatParty including, without prejudice to thegenerality ofthe foregoing, anyact of God, war, riot, civil commotion, fire, explosion, flood, adverse weather, epidemic, or other natural physical disaster, strike, lockout or other form of industrial action or any form of governmentor supra-national authority intervention;

“GroupCompany”meansinrelationto:

(a)    theLicensor, anycorporate entity which is from timeto timea holding companyofthe Licensor, a subsidiary of the Licensor or a subsidiary of a holding company of the Licensor, but excluding the Licensee and its subsidiaries; and

(b)    theLicensee,anysubsidiaryoftheLicensee;

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“LicensorSpecifications”hasthemeaningsetforthinClause4.1;

“Logo”hasthemeaningsetforthin Part2 ofSchedule1ofthisAgreement;

“Marks” means the mark, logo and domain name set forth in Part 1 of Schedule 1 of this Agreement;

“Month”meansacalendarmonth;

“Name”hasthemeaningsetforthin Part2ofSchedule1ofthisAgreement;

“Notice”hasthemeaningsetforth inClause18.1;

“Other Usages”hasthemeaningset forthinPart2ofSchedule1ofthisAgreement; “Outgoing PermittedAffiliate”has themeaning set forth inClause 2.3.2; “Parties” means the parties to this Agreement;

“PermittedAffiliates”meanstheentitieslistedfromtimetotimeinPart2-BofSchedulel;

“Permitted Marks” means the Name, Logo, Trademark, Domains and Other Usages that include theMarks as more particularly defined in Part 2 of Schedule 1of thisAgreement;

“Person”meansanyindividual,andany corporation,partnership,sole proprietorship,company, firm, association, trust, entity or governmental agency;

“Products”meanstheproducts,thedetailsofwhicharesetoutinSchedule3of this Agreement, on or in connection with which the Permitted Marks may be used by the Licensee and the PermittedAffiliates.TheProducts also include suchother productsasthe partiesmayagree in writing from time to time;

“Register”meanstheregistersoftrademarksfortheTerritory;

“Royalties”meansthepaymentsspecifiedinSchedule2ofthisAgreement;

“Services”meanstheservices,thedetailsofwhicharesetoutinSchedule3ofthisAgreement, on or in connection with which the Permitted Marks may be used by the Licensee and the PermittedAffiliates. TheServices alsoincludessuchotherservices asthe partiesmayagree in writing from time to time;

“Territory”meanstheUnitedStatesofAmerica;and

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“Trademark”hasthemeaningsetforth in Part2ofSchedule1ofthisAgreement.

1.2    InthisAgreement,savewherethecontextotherwiserequires:

1.2.1    wordsinthesingularshallincludetheplural,and viceversa;

1.2.2    a reference to a person shall include a reference to a firm, a body corporate, an unincorporated association or to a person's executors or administrators;

1.2.3    totheextentthata provision ofaScheduletothisAgreement conflictswitha provision ofthisAgreement(excludingtheSchedules),therelevantprovisionofthisAgreement (excluding the Schedules) shall take precedence;

1.2.4    a reference toa clause, sub-clause or Schedule shall bea reference toa clause, sub-clause or Schedule of this Agreement;

1.2.5    theword"including"iswithoutlimitation;

1.2.6    ifaperiodoftimeisspecifiedanddatesfromagivendayorthedayofanactorevent, it shall be calculated exclusive of that day; and

1.2.7    the headings in this Agreement are for convenience only and shall not affect the interpretationof any provision of this Agreement.

2.    LICENSEGRANT

2.1    TheLicensorhereby grants totheLicensee andits Permitted Affiliates,subject tothetermsset outinthisAgreement,anon-transferable(exceptaspermitted byClause13)andnon-exclusive license to use the Permitted Marks in or in connection with the Territory, provided that such PermittedMarksareusedinaccordancewiththemannerandstylespecifiedinClause5.1.1and Part2 ofSchedule 1of this Agreement. For the avoidance ofdoubt theLicenseeshallhave no right hereunder to use Marks, other than the Permitted Marks in or in connection with the Territory, except as otherwise expressly provided herein.

2.2    The said license granted in Clause 2.1 of this Agreement is personal to the Licensee and its PermittedAffiliatesand doesnotincludeanyright tograntsub-licenseswithout theprior written consent of the Licensor.

2.3    PermittedAffiliates

2.3.1    The Licensor agrees toallow Permitted Affiliates touse thePermitted Marksduring the term of this Agreement as otherwise set forth herein.

2.3.2    The Licensee shall immediately notify theLicensor in the event that it becomes known or reasonably foreseeable that the Licensee may no longer exercise Control overaPermittedAffiliateortheLicenseeanticipatesthatanyPermitted Affiliateshall ceasebeinga Permitted Affiliate(ineachcase,an"OutgoingPermitted Affiliate"). After such notification, the Licensee shall follow the Licensor's reasonable written instructions_(email acceptable), including but not limited to, immediately causing such OutgoingPermitted Affiliate toceasealluseof thePermitted Marks and tocooperate with the Licensor in deleting such Outgoing Permitted Affiliate from Part 2 B of Schedule 1.

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2.3.3    The Licensee shall ensure that the Permitted Affiliatesabide by the terms and conditions of this Agreement and,for any PermittedAffiliate that is not directly or indirectly Controlled by Licensee, the Licensee shall obtain the Declaration as required by PART TWO - C of SCHEDULE 1 and in the form as set out in SCHEDULE 5 from such Permitted Affiliates.The Licensee shall swiftly notify the Licensor in theeventthat theLicensee receives anynotification from such Permitted AffiliatepursuanttotheDeclaration. TheLicenseeshallbeliableand responsiblefor any noncompliance, failure and act of a Permitted Affiliate and for any and all damages incurred by theLicensor as a result of any such noncompliance, failureor actthereby.ReferencesinthisAgreementtotheLicenseeshall,whereappropriate,be read as including the relevant Permitted Affiliates.

2.3.4    The Licensee shall immediately cause the PermittedAffiliates to cease using all Permitted Marks upon termination of this Agreement inaccordance with provisions of this Agreement.

2.3.5    Tothe extentthatLicensee desires toadd tothelistofPermittedAffiliates inPart 2-B of Schedule 1,Licensee shall provide the details of such entity and the proposed Permitted MarksforsuchentitytoLicensor inordertoobtainLicensor'sprior written consent.

2.4    The Licensee and all of the Permitted Affiliates shall cease all use of the Permitted Marks immediately upon the occurrence of a Change of Control.

2.5    TheLicenseemayelecttoretainandmayfullyexerciseallofitsrespectiverightsand elections under any and all applicable bankruptcy, insolvency, and similar laws with respect to this Agreement and the subject matter hereof. All rights and licenses granted by Licensor and accepted byLicenseeunderthisAgreementareand will bedeemed toberightsand licensesto "intellectual property" as such term is used in, and interpreted under, Section 365(n) of the United States Bankruptcy Code (the"Bankruptcy Code") ifand to the extent permitted under Applicable Law. The Parties further agree and acknowledge that enforcement by Licensee of any of its rights under Section 365(n) ofthe Bankruptcy Code or under Applicable Law in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right toobject on such basis.

3.    ROYALTIES

In consideration of Licensee's and each of the Permitted Affiliates' respective use of the PermittedMarks,Licensee,onbehalfofitselfandeachofthePermittedAffiliates,shallpaythe aggregated Royalties (as set out in Schedule 2 of this Agreement) that are owed by Licensee and each of the PermittedAffiliates to Licensor.

4.    QUALITYCONTROL

4.1    All AuthorizedMaterialsand Products on which the Licensee uses the Permitted Marksshall be reasonably designed to protect and enhance the reputation and integrity of the Permitted Marks and the goodwill associated therewith, as measured by industry standards and the AuthorizedMaterialsand Productsshallcomply withanyLicensor specifications,standardsof quality orguidelines("Licensor Specifications")as provided in writing by theLicensor to the Licensee from time to time in its sole discretion. The Licensor shall promptly inform the Licensee of any modifications to the Licensor Specifications as they occur.

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4.2    The Licensee shall not modify or dilute or otherwise misuse any of the Permitted Marks. Without limitingtheforegoing, Licensee shallnot useanyofthePermittedMarksinamanner thatmaytarnishtheMarks,thePermittedMarksortheLicensor'sreputation. Licenseeshall not disparage the Licensor, the Licensor's Group Companies or its employees, goods, services, prices, Marks or Permitted Marks to any person.

4.3    Atthereasonablerequestof theLicensor, theLicenseeshall promptlyreportinformationabout the usage of Permitted Marks by the Licensee to the Licensor, in the form provided by the Licensor with the relevant request.

4.4    TheLicensorbyits authorized representativesmayonreasonableadvancenoticeandatitsown expense visit theLicensee's premises during normal business hours to inspect theAuthorized Materials or Products and ensure they conform to industry standards and the Licensor Specifications.

4.5    Authorized Materials or Products intended tobe distributed using thePermitted Marks which intheLicensor'sreasonableopinionarenotofthequalityrequiredbytheLicensorunderClause 4.1shallonwrittennoticebeinggivenbytheLicensorbeforthwithwithdrawnbytheLicensee and,at theLicensor's reasonable request theyshall beeither destroyed orthePermitted Marks removed from them.

4.6    If at any time the Licensee becomesaware of any complaints relating to the Authorized Materials or theProducts,it shall inform the Licensor immediately,and provide the Licensor with relevant available evidence and other information relating thereto and forward to the LicensorattheLicensee'sexpenseforexaminationrepresentativesamplesor screenshotsofthe Authorized Materials or Products in respect of which thecomplaints have been made.

5.    RESTRICTIONONUSEOFPERMITTEDMAR.KS

5.1    The Licensee acknowledges that the Licensor is and at all times shall remain the exclusive owner of the Marks and the Permitted Marks (as set forth on Part Two of Schedule 1). The Licensee's right to use the Permitted Marks is subject to, without limitation, the following express restrictions,allof which shallsurvive theexpirationor termination ofthis Agreement:

5.1.1    All uses of the Permitted Marks by Licensee and its Permitted Affiliates which are existing as of the Commencement Date (including any existing uses of Authorized Materials and Products of Licensee and its Permitted Affiliates) are hereby deemed approved by Licensor. The Licensee shall only use the Permitted Marks on or in connection with the Products, Services, and Authorized Material, and shall not, without the Licensor's prior written approval (which Licensor shall grant in its sole but good faith discretion), use any of the Permitted Marks in connection with any products or services which are not Products, Services or Authorized Material.

5.1.2    The Licensee shall observe any reasonable directions given by the Licensor as to colors and size of the representations (including in Licensor Specifications) of the Permitted Marks and their application on the Authorized Material or Products, and any advertising or promotional or anyother material using the Permitted Marks.

5.1.3    The Licensee may voluntarily submit other designs for Authorized Material or the Products(includingbutnotlimitedtoallartwork,packagingandadvertisingmaterial) which uses the Permitted Marks to the Licensor for prior approval as to themanner and

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the context of the intended use of the Permitted Marks, and if Licensee has submittedsuch designsforprior approval by the Licensor,shall not makeuseofany such designs or materials until they have been approved in writing by the Licensor, which Licensor shall grant in its sole but good faith discretion.

5.1.4    The Licensee shall ensure that whenever it uses thePermitted Marks on advertising or promotional Authorized Material in accordance with Clause 5.l.l. of this Agreement they are accompanied by appropriate wording or symbols such as"©", "®" or "TM" to show that they are copyrights or trademarks used by the Licensee with the permission of the Licensor and the Licensee may include the legend "SoftBank® isa trademarkof SoftBankGroupCorp."whenever thePermittedMarks areusedforany purposepermittedbyLicensor otherthanontheAuthorized Material or Products, unless otherwise instructed by the Licensor. In addition, the Licensee shall use any other proprietary markings that the Licensor may designate in its sole discretion.

5.1.5    Intheevent thatany goodwillarisesfromthelicensed useofthePermitted Marks by theLicenseeorfrom theLicenseebeingconnectedin thecourse oftradewith any or allofthePermittedMarks,theLicenseeagreesthatallandanysuchgoodwillbelongs to the Licensor. The Licensee shall, if so requested by the Licensor, execute a confirmatory assignment in favor of the Licensor of any and all such goodwill.

5.1.6    The Licensee shall not use any Mark or other mark or name or logotype, in combination with any of the Permitted Marks without the prior written approval of the Licensor, except that the Permitted Marks may be used with third-party marks pursuant to express authorizationsfrom suchthird parties solely in accordance with Licensor Specifications(as provided in writing bytheLicensor totheLicensee from time to time in its sole discretion) and on or in connection with the Authorized Materials.The Licensee shall also not without the Licensor's prior written approval useanymarkornameorlogotypesocloselyresemblingtheMarksorPermittedMarks in appearance, meaning or sound as to be likely to be confused with any Marks or Permitted Marks and agrees that it shall use its best endeavours to preserve and maintain their distinctivenessand reputation.

5.1.7    TheLicenseeagreesnot to,withoutthe expresspriorwrittenconsentof theLicensor, apply or seek to obtain registration of any of the Marks, Permitted Marks or any trademark or domain identical to or similar in appearance, meaning or sound to the Marks and Permitted Marks in the Territory or otherwise contest or challenge the Licensor'sexclusiveownershipofthe Marks,Permitted Marksorderivativerightsin anyTerritory.

6.    LICENSOR’SOBLIGATIONS

6.1    The Licensor warrants that (i)it is the proprietor of the Marks and the Permitted Marks, but gives no warranty as to the existence or validity of the registrations and it is aware that there mayexist oneormore third parties who have been using a trade namethat is similar tooneor moreofthePermittedMarks,(ii)asofthedateof thisAgreement,totheknowledgeofLicensor, there is no pending claim, demand, or proceeding challenging the validity, enforceability or ownershipof,ortherighttouse,anyoftheMarksorthePermittedMarksand,totheknowledge of Licensor, there is nosuch claim,demand or proceeding threatenedin writing.

6.2    The Licensor warrants and covenants to the Licensee that (i)it hasfull capacity and authority to enter into this Agreement and perform its obligations hereunder, (ii) the execution of this Agreement byits representativehas been dulyauthorized by allnecessary corporate action of the

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Licensor; and (iii) when executed and delivered by the Licensor, this Agreement shall constitute the legal, valid, and binding obligation of the Licensor, enforceable against the Licensor in accordance with its tem1s.

7.    LICENSEE’SOBLIGATIONS

7.1    The Licensee undertakes not todo orcause any act which would jeopardize or invalidate any registration of the Marks or Permitted Marks nor todoany act whichwouldassistor give rise toan application to removeany of the Marks or Permitted Marks from theRegister or which would prejudice the right or title of the Licensor to any of the Marks or Permitted Marks, provided that(notwithstanding any provision tothecontrary contained in thisAgreement) the Licenseeshallhavetherighteitheraloneorwithotherstoseek,atitsownexpense,adeclaration or otherorder from a court or otherauthority having competent jurisdiction that, by reason of actsoromissions(otherthanthosedonebytheLicenseeinbreachofitsobligations hereunder), the registration of any of the registered Marks or Permitted Marks is invalid.

7.2    TheLicenseewilluponwritten request givetotheLicensororitsauthorized representativeany reasonably-available information as toits useofthePermittedMarks which theLicensor may reasonably require and will render any assistance reasonably required by the Licensor in maintaining the registrations of the registered Marks orPermitted Marks.

7.3    The Licensee shall not make any representation or do any act which indicates that it has any right, title or interest in or to the ownership or use of any of the Marks or Permitted Marks except as Permitted under the terms of this Agreement, and acknowledges that nothing containedinthisAgreement shall givetheLicenseeanyright,titleor interestinortotheMarks or Permitted Marks save as granted hereby.

7.4    Insurance

7.4.1    With effect from the CommencementDate and at all times thereafter the Licensee shall takeout and maintain insurances with insurers or underwriters of good repute against such risks as the Licensee may from time to time reasonably require and in anyeventwilltakeoutandmaintaincomprehensiveemployersandthirdpartyliability insurances.

7.4.2    The Licensee shall provide to the Licensor copies of all insurance policies and any renewals thereof and notify theLicensor ofany material changes tosuch insurances madeorproposed tobemadeandshallnotify theLicensorofanylatepayment bythe Licensee of any insurance premium.

7.4.3    TheLicenseeshall notdoorcauseanyactor omission which would vitiateorrender invalid or void the policies of insurance taken out by it.

7.5    The Licensee acknowledges that the Licensor may take reasonably necessary action such as suspension and/or revocation of the Licensee's and the Permitted Affiliates' rights to use the Permitted Marksin thecaseofa breach by theLicenseeor anyPermitted Affiliateof theterms of this Agreement, in eachcase (in thecaseof a breach capable of being remedied) where the Licenseefailstoremedysuch breach within 30daysafterwrittennotice(email acceptable) has been given to it by the Licensor specifying the breach. The Licensee shall abide by the reasonable written directions (email acceptable) of the Licensor in relation to the use of the Permitted Marks by the Licensee and the Permitted Affiliates.

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8.    REGISTRATIONOFTHELICENSE

8.1    ThePartiesshall,atthecostandexpenseoftheLicensee,makesuchapplications totherelevant authorities and submit such forms and evidence in such jurisdictions as the Licensor may reasonably consider necessaryor desirable toregister theLicenseeasa non-exclusive licensee of all or any Permitted Marks (including such of the applications as mature into registrations during the period of this Agreement).

8.2    The Licensee shall at the Licensor's request execute and deliver to the Licensor any document that enables the Licensor to cancel any registration of this Agreement as a license or the Licensee as a registered user upon; (i) the expiry or termination of this Agreement; or (ii) the mutual agreement of the Parties.

9.    INFRINGEMENTS

9.1    The Licensee shall as soon as it becomes aware thereof give the Licensor in writing_(email acceptable)full particularsofany useorproposed usebyanyotherperson,firmorcompanyof atradename,trademarkorget-upofgoodsormodeofpromotionoradvertisingwhichamounts toactual or threatened infringement oftheLicensor's rightsin relation totheMarks,Permitted Marks or any word or term which is similar or related to, inappearance, meaning or sound or derivativefrom orwhich could otherwise beconfusedwithany Markor Permitted Markorto passing-off or to an actionable act of unfair competition.

9.2    If the Licensee becomes awarethat any other person, firm or company alleges that the Marks orPermitted MarksareinvalidorthatuseoftheMarksor Permitted Marksinfringesanyrights ofanother party or thattheMarks or Permitted Marks are otherwise attacked or attackable the Licensee shall immediately give the Licensor full particulars in writing (email acceptable) thereofandshallmakenocomment oradmission toanythirdpartyinrespect thereofexceptto the extent required by Applicable Law.

9.3    The Licensor shall conduct all proceedings relating to the prosecution or infringement of the Marks or Permitted Marks,at its sole cost and expense, and shall in its sole discretion decide whataction if any to take in respect of any infringementor alleged infringement of the Marks or Permitted Marksorpassing-off oranyother claimor counterclaim broughtor threatened in respectofthe useor registrationoftheMarks or PermittedMarks.The Licensee shallnot be entitled to bring any action for infringement of the Marks or Permitted Marks without prior written approval of theLicensor and theLicensor shall not beobligated to bring or defend or become a party toany proceedings in relation totheMarks or Permitted Marks ifit decides in its sole discretion not to do so.

9.4    The Licensee will, at the reasonable request of the Licensor, give full co-operation to the Licensor in any action, claim or proceedings brought or threatened in respect of theMarks or Permitted Marks. Intheevent that theLicensor procures payment from anyalleged infringers orunauthorizedusersinrespect oftheMarksorthePermitted Marks,whether byadjudication orsettlement,theLicensorshallbeentitled toretaintheentiretyofsuchpayment,andLicensee shall not be entitledto any portion thereof.

9.5    TheLicensee understands and acknowledges that (i) there may exist one or morethird parties whohavebeenusingatradenamethat issimilar tooneormoreofthePermitted Marksand (ii) ifanysuch third partiesmakeorthreaten tomakeanyclaim against theParties withrespect to useorvalidity ofthePermitted Marks,theninnoeventshall theLicensee (a)acknowledge the validityof

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theclaimofsuchthirdparties,(b)obtainorseekalicensefrom suchthirdpartiesor (c)take any other action that might impair the ability of the Licensor to contest the claim of such third parties. The Licensor shall have the sole and exclusive right to control, direct or defend,at itssole cost and expense,initsown name any defense,action or appeal ofanysuch claimbycounselofitsownchoice.Uponwritten noticefrom theLicensor, theLicenseeagrees toimmediately discontinue theuseof therelevant Permitted Marks iftheLicensor, in itssole discretion,determines suchactionisnecessary toresolveorsettleaclaim orsuitortoeliminate or reduce the threat of a claim or suit by any third parties.

10.    TERM

10.1    Subject to clause 11, the initial term of this Agreement shall be one year from the Commencement Date,and this Agreement shallautomatically be renewed foradditional one-year periods unless either Licensor or Licensee expresses in writing its intention not to renew no later than onemonth before the thencurrent term of this Agreement expires.

11.    TERMINATION

11.1    NotwithstandinganythingtothecontraryinthisAgreement,thisAgreementshallautomatically and immediately terminate upon the earlier to occur of (a) (i)one hundred eighty (180) days after theconsummation ofa Change ofControl of Licensee to theextent causedby theaction or inaction ofLicensor or{ii)ninety (90) days after theconsummation ofa Change of Control of Licensee if not caused by the action or inaction of Licensor, or (b) the date upon which a rebranding and renaming of Licensee becomes effective.

11.2    TheLicensor shall have the right to immediately terminatethisAgreement inwhole or in part by written notice to the Licensee in the event:

11.2.1    theLicenseefails to pay anysum duetotheLicensor hereunder within 30daysafter theduedateortheLicenseecommitsanymaterialbreachofitsobligationshereunder, ineach case (in thecase of a breach capable of being remedied) where theLicensee failstoremedy suchbreachwithin30daysafterwrittennotice(emailacceptable}has been given to it by the Licensor specifying the breach;

11.2.2    an order ismade,or a petition presented,or an effective resolution is passed for the windinguporliquidationoftheLicensee(exceptforthepurposesofanamalgamation or reconstruction,the terms of which have previously been notified to and approved by the Licensor);

11.2.3    a trustee or an administrator or an administrative receiver is appointed in respect of all or a material part of the Licensee;

11.2.4    theLicenseefailstopayitsdebtstocreditorsgenerallyastheyfalldue;

11.2.5    any Permitted Affiliate ceases to be a Permitted Affiliate for any reason and the Licenseefailstocausesuch entity toceaseusing thePermitted Marks, as isrequired under Clause 2;

11.2.6    theLicensee and/orthePermitted Affiliatesfail toceaseusing therelevantPermitted Marks solely tothe extent requestedby Licensor inaccordance with Clause9.5.

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11.2.7    anyevent occursin respect of theLicensee inanyjurisdiction which is analogous to any of the events referredto in the foregoing Clauses 11.2.2 through 11.2.4.

11.3    The Licensor may further terminate this Agreement inwhole orin part bynotice inwriting in any of the following circumstances:

11.3.1    if the Licensee engages inany illegal,unfair ordeceptive business practices, ineach case in violation of any Applicable Laws as determined by a court of competent jurisdiction in a final judgment entered by the court;

11.3.2    if theLicensee isconsistently late inrenderingreportsand/or paying Royaltiesto the Licensor,andforthepurposeofthisClause11.3.2theLicenseeshall bedeemedtobe consistently late if it has failed for 3 consecutive periods to render reports and pay Royalties within the due time;

11.3.3    if,without theprior consentof theLicensor,theLicenseecommences proceedings in which theownership, validity orregistration oftheMarksorPermitted Marksorany of themiscalledintoquestion,or takesotheractionwhichprejudices therightortitle ofthe Licensor to any of theMarks or Permitted Marks;

11.3.4    ifinanyperiodof12months,thereshallhavebeenanydelayorfailureinperformance underthisAgreementonthepartoftheLicenseeresultingfromanyoccurrenceofany event or events ofForce Majeure which delay or failure shall have continued for an aggregate period of at least six months; or

11.3.5    if,withoutthepriorconsentoftheLicensor,theLicenseeintheTerritory:

(A)    applies to register trademark or domain identical to or similar to any of the Marks or Permitted Marks;

(B)    challengesthevalidityoftheMarksorPermittedMarks;or

(C)    assistsany third partyto useorapplytoregisteranytrademarkidenticaltoor similar to any of the Marks or Permitted Marks.

11.4    UpontheexpiryorterminationofthisAgreementfor whateverreason:

11.4.1    alloutstanding sums payable(includinganyaccrued butunpaid Royalties tothedate of expiry or termination) by the Licensee tothe Licensor shall immediately become due and payable;

11.4.2    the license to use thePermitted Marks granted to theLicensee under this Agreement shall cease and the Licensee shall forthwith cease to make any use of the Permitted Marks on Authorized Material and Products, except that Licensee shall have a reasonableperiodoftime(nottoexceed90days)towinddownitsuseofthePermitted Marks and remove the same from any tangible assets, digital media, or other uses, (other than in the case of a Change of Control, for which only the applicable time periods under Clause 11.1 shall apply); and

11.4.3    theLicenseeacknowledges that,itrelinquishes allrights tothePermitted Marks,and all words, terms,marks and trade names similar thereto and all such rights revert to Licensor foruse,registrationandlicenseto third parties inLicensor'ssole discretion.

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11.5    Clauses 1,7.1-7.3, 8.2, 11.4-11.7, 12, 15, 16, 18, 19,23, 24and 26,and all accrued rights and liabilitiesof the Partieshereunder asoftheeffectivedateofexpiryortermination shallsurvive the expiration or termination, for whatever reason, of this Agreement.

11.6    Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of theParties that haveaccrued uptothedateof termination orexpiry,including the right toclaim damages in respect ofany breach of thisAgreementwhich existed at or before thedateof termination orexpiry and it isexpressly agreed that the Licensor shall not beliable to pay any severance payment or compensation to the Licensee for loss of profits or loss of goodwill or for any other loss or damage howsoever arising as a result of the expiry or termination, for whatever reason, of this Agreement.

11.7    Licensor's liability for any damages or compensation payable by theLicensor totheLicensee arisingfromanybreachbytheLicensor of thisAgreement shallbecapped at themostrecently paid annual Royalty amount.

12.    INDEMNITY

12.1    TheLicenseeshall beliableforandwill defend,indemnify and hold harmless theLicensorand itsGroupCompaniesanditsandtheirofficers,directors,employees,representativesandagents from and against any and all actual or potential liability, loss, damages, costs, legal costs, professional andotherexpensesofanynature whatsoever incurred or suffered bytheLicensor arising from or in connection with the following:

12.1.1    excepttotheextentarisinginconnectionwithabreachofthisAgreementbyLicensor, any dispute or other claims or proceedings brought against the Licensor by a third partyclaiminginfringementagainsttheLicensor basedon useof thePermitted Marks asapplicable on Authorized Materials, Services orProducts by the Licensee; or

12.1.2    anymaterial breachof thisAgreement byLicenseeorLicensee's grossnegligence or willful misconduct.

13.    ASSIGNMENT

This Agreement shall be binding on and inure for the benefit of, and be enforceable by and against theparties, theirsuccessors and agreed heirs, administrators, legal representativesand Permittedassigns,providedthattherightsandobligationsoftheLicenseeunderthisAgreement shall not beassigned,sub-contracted,delegated, transferred, mortgaged, charged orotherwise disposedof withoutthepreviouswrittenconsentoftheLicensor,exceptasotherwiseexpressly provided herein, which consent shall not beunreasonably withheld,conditioned or delayed.

14.    FORCEMAJEURE

14.1    NeitherPartytothisAgreementshallhaveanyliability whatsoeveror(withoutprejudicetoany paymentsofmonies due) bedeemed tobe in default for anydelaysorfailuresin performance of any of its obligations under this Agreement resulting from any occurrence of an event of Force Majeure provided that this shall not apply to relieve the Licensee of any payment obligationwheretheoccurrenceoreventconsistsofnon-paymentorlatepaymentbyacustomer or otherwise consists of a shortage of funds.

14.2    Theoccurrenceorexistenceofanyeventof ForceMajeureshallbeimmediately notified bythe PartyaffectedtherebytotheotherParty.Theaffected Partyshalluseallreasonableendeavours to

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remedy theeventorlimit theeffectsofthesaid event ofForce Majeure upontheother Party as quickly as possible.

15.    CONFIDENTIALITY

15.1    Subject to Clause 15.2, each of theParties shall treat as strictly confidential and not disclose anyConfidentialInformationoftheotherPartyprovidedorobtainedpursuanttothisAgreement, and shall use such Confidential Information of the other Party solely for the purposes of this Agreement.For thepurposesofthis Clause 15,“ConfidentialInformation”shallincludethe existenceandcontents ofthisAgreement and anyotheragreement orarrangement contemplated by this Agreement, as well as:

15.1.1    information of whatever nature concerning the business, finances, assets, liabilities, dealings, transactions, know how, customers, suppliers, processes or affairs of the other party; and

15.1.2    anyinformation which isexpressly indicated tobeconfidentialorisimparted byone party to the other incircumstances importing an obligation of confidence,

which either party may from time to time receive or obtain (orally or in writing or in disk or electronic form) as a result of entering into, or performing its obligations pursuant to, this Agreement.

15.2    Exceptions

The provisions of Clause 15.1shall not prohibit thedisclosure of Confidential Information if and to the extent:

15.2.1    disclosed to the relevant Party's Group Companies and its and their officers, employees or agents (the"Disclosed Representatives"), in each case, to theextent requiredtoenablesuchParty toenjoyitsrightsandcarryoutitsobligationsunderthis Agreement and provided that the Disclosed Representatives are informed of the confidentialnatureoftheConfidential Information beforedisclosureandarerequired to comply with the provisions of this Clause 15 in respect of such information as if they were a party to this Agreement or are bound by equivalent obligations of confidentiality;

15.2.2    required by Applicable Law or by the rules of any relevant stock exchange or regulatory or supervisory authority or for the purpose of any judicial proceedings arising outof this Agreement or anyother agreement entered intounder or pursuant to this Agreement or equivalent obligations;

15.2.3    disclosedtotheprofessionaladvisorsoftherelevantPartyoritsaffiliates (the"Advisors"),providedthat theAdvisorsareinfo1med oftheconfidentialnature of theConfidential lnfom1ation beforedisclosure and are bound byobligations and duties to maintain the confidentialityof such Confidential Information;

15.2.4    the Confidential Information becomes publicly available (other than as a result of a breach of an obligation of confidentiality);

15.2.5    theotherPartyhasgivenitspriorwrittenconsent(emailacceptable)tothedisclosure;

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15.2.6    the Confidential Information is obtained from a third party without breach of any undertaking or duty as to confidentiality with respect thereto, whether express or implied;

15.2.7    necessaryfortherelevantpartytodischargeitsobligationsunderthisAgreement;or

15.2.8    theConfidentialInformationisindependently developed.

Except where prohibited by any Applicable Law, prior to disclosure of any Confidential Information pursuant to Clause 15.2.2., the Party being required to make thedisclosure shall promptly notify the other Party of such requirement with a view to providing theother Party with the opportunity tolimitsuch disclosureor otherwise toagree tothetimingand content of suchdisclosure.

16.    SEVERABILITY

If anyterm orprovision of thisAgreement shall befound bya court ofcompetent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof orthewhole ofthisAgreement, but such termor provision shall bedeemed modifiedtotheextentnecessaryinthecourt'sopiniontorendersuchtermorprovision enforceable, and the rights and obligations of the Parties shall be enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties in this Agreement.

17.    WAIVER

NofailureordelayorotherindulgenceonthepartofeitherPartytoexerciseanyrightorremedy under this Agreement shall beconstrued or operate asa waiver thereof norshallany singleor partial exerciseofanyright orremedy preclude thefurtherexerciseofsuch right orremedy as the case may be. The rights and remedies of the Parties provided in this Agreement are cumulative and are not exclusive of any rights or remedies by law.

18.    NOTICES

A notice, approval, consent or other communication given under or in connection with this Agreement(in thisClause 18.1 known asa"Notice") must beinwriting (email acceptable in specified cases) in the English language and shall have been given only if and when: (i) personally delivered;or(ii)five(5) Business Days after mailing, postage prepaid,certified or registeredmail,or(iii)whendelivered(andreceipted for)byanexpressdeliveryservice,or(iv) when sent by email, to the respective addresses set forth below:

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Either party may change the address for the giving of notices and communications to it by written notice to the other party in conformity with the foregoing.

19.    NO AGENCYORPARTNERSHIP

NothinginthisAgreementorinanydocumentreferredtoinitoranyarrangementcontemplated byitshall bedeemedorconstruedtocreatetherelationshipofprincipal andagent,oremployer andemployee,orconstitute a partnership,betweenLicensororanyofitsGroupCompanies on the one hand,and Licensee or any of itsemployees, agents orindependent contractors,on the other hand.

20.    INADEQUACYOFDAMAGES

Without prejudice to any other rights or remedies that the Licensor may have, the Parties acknowledgeandagreethatdamagesalonemaynotbeanadequateremedy foramaterialbreach by the Licensee of the provisions of this Agreement and that the remedies of injunction and specificperformances aswellasanyotherequitable reliefforanythreatened oractualmaterial breachoftheprovisionsofthisAgreement bytheLicenseemaybemoreappropriate remedies.

21.    ENTIREAGREEMENT

21.1    Each of the Parties to this Agreement confirms that this Agreement represent the entire understanding, and constitutes the whole agreement, in relation to its subject matter and supersedes any previous agreement between the Parties with respect thereto and, without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing except to the extent expressly set forth herein.

21.2    Each Partyconfirmsthat:

21.2.1    in entering intothis Agreement it hasnot relied onanyrepresentationorwarrantyor undertaking which is not contained in this Agreement; and

21.2.2    in any event, without prejudice to any liability for fraudulent misrepresentation or fraudulentmisstatement,noPartyshallbeunderanyliabilityorshallhaveanyremedy inrespectofmisrepresentationoruntruestatementinconnectionwiththisAgreement unless and to theextent that a claim lies under this Agreement.

22.    RIGHTSOFTHIRDPARTIES

NotermofthisAgreementisenforceablebyapersonwhoisnota PartytothisAgreement.

23.    GOVERNINGLAW,JURISDICTIONANDSERVICEOFPROCESS

23.1    ThisAgreementshallbegoverned by,andconstruedinaccordancewith,Japaneselaw,without regard to choice-of-law or conflict-of-laws provisions.

23.2    Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration inTokyo,Japaninaccordance with,exceptassetforthotherwise inthisAgreement, theCommercialArbitrationRulesofTheJapanCommercialArbitration Association inforceat thetimeof thenoticeof arbitration, whichrulesaredeemed to beincorporatedby reference in this Clause 23.2.Thearbitration tribunal shall consist of three arbitrators and thelanguage to be used in the arbitration shallbe English.

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23.3    Notwithstanding anythingtothecontrary inthisAgreement,eitherpartymay proceed toacourt of competent jurisdiction toobtain equitable relief,including a temporary restraining order or preliminary injunction at any time,and all objections topersonal jurisdiction or venue in any action or proceeding so commenced are waived. Licensee further agrees that the misappropriation,infringement ormisuse ofLicensor'sintellectualproperty including without limitationtheMarks and thePern1itted Marksmayresultinirreparable harmand,accordingly, that Licensor shall be entitled to seek immediate injunctive relief, including a temporary restraining order and/or preliminary injunction without the necessity of a bond or other undertaking, torestrainsuchmisappropriation,infringement ormisuseofintellectual property.

24.    SET-OFF

Neither Party shall beentitled to set-off anyamounts owing by itto theother Party under this Agreement against amounts owed toit by theother Party under any other agreement.

25.    COMPLIANCEWITHLAWSANDREGULATIONS

EachPartyshallobserveandabidebyandshall requireitssub-contractorstoobserveandabide by all Applicable Laws and industry standards as may apply in relation to the matters contemplatedbythisAgreement. NeitherPartyshalldoanythingor omittodoanythingwhich will cause the other to be in breach of any Applicable Laws which have been notified by the other Party in relation to matters contemplated by this Agreement.

26.    VARIATION

NovariationofthisAgreementshallbeeffectiveunlessitisinwritingsignedbythePartiesand no waiverof any term, provision or condition ofthis Agreementshall beeffective unless it is in writing and signed by the waiving Party.

27.    COUNTERPARTS

This Agreement may be executed in any number of counterparts and by the Parties to it on separatecounterparts, eachof which whenso executed and delivered shall bean original, but all thecounterparts shall together constitute oneand the same instrument.

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IN WITNESS WHEREOF the Parties have each caused this First Amended and Restated License Agreement to be signed and delivered by its duly authorized representative as ofthe date ofthe last signature below.

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SCHEDULE 1

PART ONE - MARKS

1.     SOFTBANK word mark (in Japanese)

2.     Brandlogo:

3.    The domainname: www.group.softbank

4.    Along with any other trademark, service mark, trade name, domain name, fund name or logotype which is similar or related to, in appearance, in meaning or in sound or derivative from or which could be confused with the word mark, logo and domain name as described above.

PART TWO –A– PERMITTED MARKS FOR THE LICENSEE

The Permitted Marks for the Licensee comprise the Name, Logo, Trademark, Domains and Other Usages as defined below.

												1	“Name”means:	SBE Global, LP
												2	“Logo”means:
											3	“Trademark” means:	Marks
												4	“Domains”means the following domain names:	sbenergy.com
												5	Other Usages	SB ENERGY as a business name.

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PART TWO – B– PERMITTED MARKS FOR THE PERMITTED AFFILIATES

The Permitted Marks for the Permitted Affiliates comprise the Name, Logo, Trademark, Domains and Other Usages as defined below.

(i) SB Energy Global, LLC

												1	“Name”means:	SB Energy Global, LLC
												2	“Logo”means:
											3	“Trademark” means:	Marks
												4	“Domains”means the following domain names:	sbenergy.com
												5	Other Usages	SB ENERGY as a business name.

(ii) SBE US HoldingsOne, Inc.

												1	“Name”means:	SBE US Holdings One, Inc.
												2	“Logo”means:
											3	“Trademark” means:	Marks
												4	“Domains”means the following domain names:	sbenergy.com
												5	Other Usages	SB ENERGY as a business name.

(iii) SB Energy DevCo (US), LLC

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												2	“Logo”means:
											3	“Trademark” means:	Marks
												4	“Domains”means the following domain names:	sbenergy.com
												5	Other Usages	SB ENERGY as a business name.

(iv) SBE US Holdings Two, LLC

												1	“Name”means:	SBE US Holdings Two, LLC
												2	“Logo”means:
											3	“Trademark” means:	Marks
												4	“Domains”means the following domain names:	sbenergy.com
												5	Other Usages	SB ENERGY as a business name.

(v) SBE US Project Holdco, LLC

												1	“Name”means:	SBE US Project Holdco, LLC
												2	“Logo”means:
											3	“Trademark” means:	Marks

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(vi) SBE GP Holdco, LLC

												1	“Name”means:	SBE GP Holdco, LLC
												2	“Logo”means:
											3	“Trademark” means:	Marks
												4	“Domains”means the following domain names:	sbenergy.com
												5	Other Usages	SB ENERGY as a business name.

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PART TWO – C – OBTAIN THE DECLARATION

In respect of item (vi) above, the Licensee shall obtain the Declaration from SBE GP Holdco, LLC in the form as set out in SCHEDULE 5.

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SCHEDULE 2

ROYALTIES

1.AMOUNT OF ROYALTY

Royalty = * Consolidated Gross Profit x 1%

*Consolidated Gross Profit hereinafter means the consolidated gross profit of the Licensee and its Permitted Affiliates for the previous fiscal year, calculated as gross revenue (excluding any revenue recorded as a reduction of plant asset cost) minus plant operating expenses (such expenses including plant depreciation and amortization) minus general, administrative and other project or management expenses (such expenses including but not limited to payroll, benefits, annual and deferred compensation, rent and lease expenses, contract and professional service costs, cost of third party software and system use, Royalty and any investment holding and management expenses, non-plant depreciation and amortization) minus insurance minus net hedge losses minus tax expenses minus dividend, interest and other expenses payable or attributed to holders of preferred capital units or tax equity minus interest, commitment fees and other financing charges on debt, loans, guarantees, indemnities, commitments or other liabilities and amounts payable minus net other expenses (including but not limited to liquidated damages) less the gross profit recorded by Licensee arising from the transactions between Licensee and Licensor and/ or Licensor’s Group Companies in respect of such fiscal year, as mutually agreed upon in writing (email acceptable) between the Parties.

In all cases, upon termination of this Agreement, the Licensee shall pay to the Licensor, by the termination date or the date specified by Licensor, at the discretion of the Licensor, either (i) the prorated Royalty, reflecting the number of days which elapsed in such fiscal year until termination, or (ii) such other amount which the Parties mutually agree in writing (email acceptable).

2. PAYMENT TERMS

2.1. Annual period report:

The Licensee shall report the Consolidated Gross Profit to the Licensor (i.e. the aggregate gross profit for the preceding fiscal year) by the last Business Day of the third week of February (and if such date is not a Business Day, the previous Business Day) using the form to be provided by the Licensor, provided that the Licensor shall have the right, upon reasonable request, to review those records of the Licensee necessary to verify the Consolidated Gross Profit. Notwithstanding the foregoing, for the fiscal year 2023 only, the Licensee shall report the Consolidated Gross Profit to the Licensor by a date to be specified by the Licensor.

The Licensee's obligation to pay the Royalty commences on the Commencement Date of the Original Agreement and lasts until the termination of this Agreement.

2.2. Annual statement:

The Licensor shall render to the Licensee, on an annual basis, by the end of each fiscal year, a written statement (email acceptable) of the Royalties for such fiscal year based on the report provided by the Licensee (pursuant to para. 2.1 above).

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2.3. Annual payment:

The Licensee shall wire the Royalties due under this Agreement within 30 days after the end of March to the bank account designated by the Licensor. Royalties and any other sums payable due under this Agreement are exclusive of value added tax (or such similar consumption tax in Japan) and shall be paid free and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is required by Applicable Law.

If the Licensee is required by Applicable Law to make a deduction or withholding, the Licensee shall, within five Business Days of making the deduction or withholding, provide a statement in writing (email acceptable) showing the gross amount of the payment, the amount of the sum deducted and the actual amount paid.

Royalties due under this Agreement to the Licensor shall be paid in U.S. Dollars to the credit of a bank account to be designated in writing (email acceptable) by the Licensor.

2.4. Review and inspection:

The Royalties payable under this Agreement may be reviewed regularly by the Licensor and any amendment shall be decided by mutual written agreement of the Parties.

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SCHEDULE 3

Definitions:

“Business”means engaging in (a) the business of evaluating, developing, constructing, operating and investing in Projects or otherwise in the renewable energy value chain, and (b) such other ancillary activities and businesses necessary, appropriate, proper, advisable or incidental thereto.

“Project” means any asset or project in the renewable energy value chain, including solar, wind, biomass, hydrogen, hydroelectric, geothermal, renewable energy, battery storage, energy efficiency systems, electric transmission and distribution for any of the foregoing or water installation project (or a hybrid energy generating installation that utilizes a combination of any of the foregoing).

PRODUCTS

1.The sale and/or trading of electrical energy products, physical and other energy products, physical products, digital products, financial products related thereto, and datasets related thereto, including without limitation all products and services sold or offered by or on behalf of Licensee as of the Commencement Date and natural evolutions and extensions thereof, in each case related to the Projects and the Business.

2.the sale and/or trading of renewable energy credits or similar products related to the generation of renewable energy, including without limitation all products and services sold or offered by or on behalf of Licensee as of the Commencement Date and natural evolutions and extensions thereof, in each case related to the Projects and the Business.

3.Other Products developed pursuant to the Projects and the Business.

SERVICES

1.Services relating to the Projects and any physical or non-physical Products thereof, in each case whether utility-scale, commercial or residential in nature, and any facility for the fabrication of equipment used in any of the foregoing, including without limitation all Products and services sold or offered by or on behalf of Licensee as of the Commencement Date and natural evolutions and extensions thereof.

2.Consultancy services relating to the Business, including without limitation all products and services sold or offered by or on behalf of Licensee as of the Commencement Date and natural evolutions and extensions thereof.

3.Any other services related to the Business, including without limitation all products and services sold or offered by or on behalf of Licensee as of the Commencement Date and natural evolutions and extensions thereof.

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SCHEDULE 4

AUTHORIZED MATERIALS FOR THE LICENSEE’S PERMITTED MARKS

The Authorized Materials for the Licensee’s Permitted Marks as defined below:

1.Business cards;

2.Envelopes, letters, letterhead and other miscellaneous letterhead;

3.Websites, social media accounts, mobile apps, tablet apps, and any other Internet or digital platforms of the Licensee or any of its Group Companies;

4.Applications, filings, accounts, licenses, contracts and other instruments and documents executed or filed by or on behalf of the Licensee or any of its Permitted Affiliates;

5.Other Licensee company documents, comprising posters, presentation materials, sales and marketing materials, correspondence, company signage and other physical displays, and ID cards;

6.Advertising and promotional materials, in any medium whatsoever and including written, print, electronic, experiential, digital and screens, point-of-sale displays, signs, billboards, tags, packaging, labels, and commercials; and

7.Any other materials as agreed between the Parties in writing from time to time, including for the avoidance of doubt, all materials in existence as of the Commencement Date and substantially similar materials created thereafter during the term of this Agreement.

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SCHEDULE 5

DECLARATION

SBE GP Holdco, LLC

3 Lagoon Drive, Suite 280

Redwood City, California 94065

United States of America

SBE Global, LP

251 Little Falls Drive,

Wilmington,

Delaware 19808,

United States of America

To SBE Global, LP:

Reference is hereby made to that certain License Agreement dated [    ] between SoftBank Group Corp. and SBE Global, LP (“SBE”).

We hereby covenant that, we shall:

b)immediately notify SBE if it becomes known or foreseeable that we will i) no longer use the Permitted Marks, ii) enter into liquidation, or iii) no longer be controlled by SoftBank Group Corp.; and

c)comply with all terms, conditions, and obligations of SBE under the License Agreement, which shall be incorporated herein by reference with all references to SBE deemed to refer to us.

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