EXCLUSIVE AUTHORIZATION & NON-CIRCUMVENTION AGREEMENT

(Backbone (SHV-KR) Pilot/Test/Deploy + Exclusive Import/Distribution/Sales/Support of Covered Technologies)

This Exclusive Authorization & Non-Circumvention Agreement (this “Agreement”) is made and entered into as of [●] 2026 (“Effective Date”) by and between:

(1) Fortified Energy Systems Corporation and TViP
Address: 30381 Canyon Point Cir., Menifee, CA 92584-3738, U.S.A.
Unique Entity ID (UEI): YE99RW3QTL77
(“TViP”); and

(2) The Royal Government of Cambodia, acting through the Ministry of Post and Telecommunications (“MPTC”) and, for regulatory coordination matters, the Telecommunication Regulator of Cambodia (“TRC”) (together, “Government”).
MPTC Address: [                                                                          , Cambodia]
TRC Address:    [                                                                          , Cambodia]

TViP and Government may be referred to individually as a “Party” and collectively as the “Parties.”

1. PURPOSE AND BACKGROUND

1.1 Purpose. The Parties desire to (a) test, pilot, and deploy a defined connectivity and technology stack in Cambodia (the “Program”), and (b) grant TViP (subject to Applicable Law and Required Approvals) an exclusive, non-circumvented role as Government’s designated channel for importation, distribution, sales, support, and deployment of the Covered Technologies (defined below) within the Program Scope.

1.2 Regulatory Reality. The Parties acknowledge that importation, use, operation, commercialization, spectrum use (if any), and service delivery in Cambodia may require approvals, registrations, licenses, and/or type approvals. Nothing herein compels Government or TRC to grant approvals contrary to law; rather, this Agreement allocates responsibilities and establishes exclusivity and non-circumvention to the maximum extent permissible under Applicable Law.

2. DEFINITIONS

2.1 “Applicable Law” means all applicable laws, regulations, decrees, ministerial regulations, TRC regulations/procedures, customs and import rules, licensing rules, and procurement rules of Cambodia, and all applicable U.S. export controls/sanctions laws governing U.S.-origin items/technology.

2.2 “Covered Technologies” means only those items and services listed in Exhibit A, including approved successor models added under Section 6.

2.3 “Program Scope” means Government-directed pilot/test/deploy activities and sites set forth in Exhibit B and any expansions approved under Section 6.

2.4 “Territory” means the Kingdom of Cambodia.

2.5 “Required Approvals” means all approvals, registrations, licenses, authorizations, type approvals, and permits required under Applicable Law for importation, installation, operation, commercialization, and support of Covered Technologies.

2.6 “Introduced Party” means any manufacturer, OEM, satellite/space provider, distributor, reseller, operator, integrator, financier, insurer, logistics provider, or other counterparty that is (i) introduced to Government by TViP in writing, or (ii) identified by TViP in a Program document, SOW, proposal, BOM, meeting minutes, or email as part of the Program.

2.7 “Circumvention” means any direct or indirect action by Government (or any Government Affiliate, as defined below) to procure, contract for, receive, import, distribute, resell, obtain support for, or otherwise commercially engage for Covered Technologies or Program deliverables with an Introduced Party outside of TViP as the designated channel, where such engagement would reasonably be expected to deprive TViP of the benefit of Exclusivity or the economic opportunity contemplated by this Agreement.

2.8 “Government Affiliate” means any ministry, agency, instrumentality, state-owned enterprise, provincial/municipal authority, public procurement unit, or other public entity acting under Government direction for Program Scope procurements/deployments.

3. GRANT OF EXCLUSIVITY (DESIGNATION + CHANNEL RIGHT)

3.1 Exclusive Program Channel. Subject to Section 3.4, Section 4, and Required Approvals, Government hereby designates TViP as Government’s exclusive channel and authorized program integrator for the Program within the Territory during the Term, for:

  • (a) testing, piloting, and deployment of Covered Technologies in the Program Scope;
  • (b) the exclusive right to import, distribute, sell, and support the Covered Technologies for Program Scope; and
  • (c) training, maintenance, warranty administration, spares management, NOC/SOC services, and field support for Program Scope.

3.2 Exclusive Procurement/Commercial Channeling. For Program Scope opportunities involving Covered Technologies or Introduced Parties, Government shall channel such opportunities through TViP and shall not intentionally authorize alternate commercial channels except as permitted under Section 3.4.

3.3 No Broader Monopoly. Exclusivity is limited to (i) Covered Technologies and (ii) Program Scope. Government remains free to procure other technologies and services not listed in Exhibit A.

3.4 Public Interest and Legal Carve-Outs. Government may deviate from exclusivity only to the extent required by:

  • (a) national security, emergency response, or continuity of essential services;
  • (b) binding court order or statutory mandate;
  • (c) mandatory procurement requirements that cannot legally be structured to preserve TViP as the exclusive channel (Government will use good-faith efforts to structure procurements to preserve TViP’s role where lawful); or
  • (d) TViP’s uncured material breach under Section 9.

4. NON-CIRCUMVENTION

4.1 Non-Circumvention Covenant (Government). During the Term, and for a tail period of thirty-six (36) months following expiration or termination (the “Tail Period”), Government shall not circumvent TViP with respect to:

  • (a) any Introduced Party; or
  • (b) any Covered Technologies, configurations, BOMs, designs, site plans, deployment architectures, pricing, or work products provided by TViP for Program Scope,
    by entering into direct or indirect commercial arrangements with an Introduced Party outside TViP’s channel for Program Scope.

4.2 Government Flow-Down. Government shall use commercially reasonable efforts to ensure that Government Affiliates participating in Program Scope comply with the non-circumvention obligations in this Agreement.

4.3 Permitted Regulatory Communications. Non-circumvention does not restrict TRC/MPTC from communicating directly with vendors or Introduced Parties for purely regulatory purposes (licensing, type approval, compliance inquiries), provided such communications are not used to procure or commercialize Covered Technologies outside TViP’s channel for Program Scope.

4.4 Evidence of Introduction. TViP’s written notice identifying an Introduced Party (email acceptable) shall be sufficient to establish the Introduced Party status for purposes of Section  

5. CIRCUMVENTION REMEDY (PROGRAM SERVICE FEE)

5.1 Service Fee for Circumvention. If Circumvention occurs (and is not excused under Section 3.4), Government agrees TViP shall be entitled to a Program service fee equal to ten percent (10%) of the total consideration paid or payable (in cash or in kind) under the circumventing transaction(s) related to Program Scope, as a reasonable measure of TViP’s lost opportunity and program management value.

5.2 Equitable Relief. The Parties acknowledge that breach of Sections 3 and 4 may cause irreparable harm. TViP may seek injunctive or equitable relief in addition to monetary remedies, to the extent permitted by law and dispute forum rules.

5.3 No Penalty Intent. The Parties intend Section 5.1 to be a reasonable estimate of damages, not a penalty.

6. COVERED TECHNOLOGIES; UPGRADES; CHANGE CONTROL

6.1 Initial Covered Technologies. Covered Technologies are set forth in Exhibit A.

6.2 Upgrades and Successor Models. Covered successor models (e.g., Wi-Fi 7 variants, replacement airFiber models) may be added by written amendment signed by both Parties (email amendment acceptable, later formalized).

6.3 No Counterfeit / Lawful Sourcing. TViP shall supply only genuine, lawfully sourced products and maintain reasonable chain-of-custody documentation.

7. REGULATORY COORDINATION; REQUIRED APPROVALS

7.1 No Import/Operate Without Required Approvals. TViP will not import, deploy, activate, or commercialize Covered Technologies unless and until Required Approvals are obtained and maintained.

7.2 Government Support. Government (through MPTC) will provide good-faith administrative coordination to facilitate processing of Required Approvals (e.g., coordination meetings, letters of support), consistent with Applicable Law.

7.3 TRC Coordination Role. TRC will designate a regulatory liaison for the Program and will process submissions consistent with its procedures and Applicable Law. Nothing herein creates an obligation for TRC to approve any submission contrary to law.

8. CONFIDENTIALITY; PROGRAM MATERIALS

8.1 Confidential Information. Each Party shall protect non-public Program information, including architectures, BOMs, pricing, designs, security measures, vendor terms, and deployment plans.

8.2 Use Restriction. Government will use TViP’s Confidential Information solely for Program Scope and not to enable Circumvention.

8.3 Term. Confidentiality obligations survive five (5) years after termination (trade secrets as long as protected by law).

9. PERFORMANCE; DEFAULT; CURE

9.1 Good-Faith Performance. TViP shall use commercially reasonable efforts to design, pilot, and support Program deployments and to pursue Required Approvals.

9.2 Cure. If a Party materially breaches this Agreement, the non-breaching Party shall provide written notice and a thirty (30) day cure period (or ten (10) days for non-payment, if applicable). If not cured, the non-breaching Party may terminate under Section 10.

10. TERM; TERMINATION

10.1 Term. The term of this Agreement is five (5) years from the Effective Date (the “Term”), unless earlier terminated.

10.2 Termination for Cause. Either Party may terminate for uncured material breach after notice and cure.

10.3 Effect of Termination. Termination ends exclusivity prospectively; however, Sections 4 (Non-Circumvention), 5 (Remedy), 8 (Confidentiality), 11 (Dispute Resolution), and 12 (Miscellaneous) survive as stated.

11. DISPUTE RESOLUTION; ARBITRATION (CALIFORNIA, U.S.A.)

11.1 Executive Negotiation. The Parties will attempt to resolve disputes through good-faith executive negotiation within 30 days after written notice.

11.2 Binding Arbitration. Any dispute not resolved under Section 11.1 shall be finally resolved by binding arbitration seated in Orange County, California, U.S.A., administered by the AAA-ICDR under its International Arbitration Rules, by one (1) arbitrator. Language: English.

11.3 Interim Relief. Either Party may seek interim injunctive relief from a court of competent jurisdiction to protect Confidential Information or prevent Circumvention pending arbitration.

11.4 Enforcement. The arbitral award shall be final and may be enforced in any court of competent jurisdiction.

Optional (if Government accepts and is legally permitted): Limited waiver of sovereign immunity solely for arbitration and enforcement of the award, excluding diplomatic/military property.

12. MISCELLANEOUS

12.1 Governing Law. State of California, U.S.A. (excluding conflict-of-laws rules), provided that Cambodian Applicable Law governs licensing, regulatory approvals, importation, and in-country operations.

12.2 Authority. Each signatory represents they have authority to bind their respective Party.

12.3 Assignment. No assignment without prior written consent of the other Party, except to an affiliate for performance with Government notice, subject to Required Approvals.

12.4 Entire Agreement; Amendments. This Agreement and Exhibits are the entire agreement. Amendments must be in writing signed by both Parties.

12.5 Counterparts; E-Signature. Permitted; PDF signatures are binding.

SIGNATURES

FORTIFIED ENERGY SYSTEMS AND TViP
30381 Canyon Point Cir., Menifee, CA 92584-3738 U.S.A.
UEI: YE99RW3QTL77

By: ________________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________

Name: ______________________________
Title: _______________________________
Date: _______________________________

THE ROYAL GOVERNMENT OF CAMBODIA
Acting through the Ministry of Post and TeleCommunications (MPTC)
and the Telecommunication Regulator of Cambodia (TRC) (together, “Government”)

MPTC
By: ________________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
Address: ___________________________

TRC
By: ________________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
Address: ___________________________

EXHIBIT A — COVERED TECHNOLOGIES (INITIAL LIST)

A-1 Backbone (SHV-KR) / Backhaul:

A-2 Satellite Uplink / Space Connectivity:

A-3 Local Field Network:

A-4 Internet System Layer:

A-5 Village Wi-Fi / Campus Wi-Fi:

A-6 Professional Services:

  • Survey/design, installation/commissioning, training, NOC/SOC monitoring, support, spares/RMA, warranty administration

EXHIBIT B — PROGRAM SCOPE (INITIAL)

  • Pilot/Test/Deploy sites: [list provinces + site count targets]
  • Use cases: schools/clinics/tourism corridors/public services
  • Acceptance testing: [define throughput/uptime/security tests]
  • Program governance: joint PMO + TRC liaison