Exchange. Palogic hereby agrees to # 75,000 shares of SOHOO (the “Palogic Shares”) to the Company in exchange for 620,919 shares of Common Stock of the Company (the “Company Shares”), as determined in accordance with [Schedule A] attached hereto and incorporated herein by reference and # waive any and all rights it may have to receipt of declared and unpaid dividends and any accrued and unpaid dividends payable in respect of the Palogic Shares. The transfer of the Palogic Shares to the Company and the waiver of Palogic’s interest in the dividends and the issuance of the Company Shares to Palogic is referred to as the “Exchange” and such Exchange shall occur on the Closing Date (as defined herein), as set forth in [Section 2] of this Agreement. The parties agree and acknowledge that the foregoing economic terms of the Exchange were determined based upon arm’s-length negotiations, and that no additional consideration, financial or otherwise, is or will be provided by either party in consideration of the Exchange of the Palogic Shares and Company Shares described herein.

Exchange. As soon as reasonably practicable following receipt of evidence of delivery and surrender of the Exchanged Warrant in accordance with Section 1 hereof, the Company will cause the number of Exchange Shares to be issued to the Holder to be registered in the name of the Holder or its nominee, and electronically issued through the Deposits and Withdrawal at Custodian program at the Depository Trust Company (the “DTC”) to the Holder’s DTC participant account set forth on [Schedule I] hereto. The Holder shall surrender the Exchanged Warrant in accordance with Section 1 within 5 days of the date hereof. All Exchange Shares shall be deemed to have been validly issued, and any person so designated to be named therein shall be deemed to have become a holder of such Exchange Shares as of the close of business on the date of the delivery thereof. All Exchange Shares shall be issued without restrictive legends; in connection with which, the Holder shall provide satisfactory representation letters and other documentation as may reasonably be requested by counsel to the Company. Upon receipt by the Holder of the Exchange Shares, the Holder shall have no further rights under and hereby waives all claims in or with respect to the Exchanged Warrant and that certain Securities Purchase Agreement, dated as of October 20, 2022 (the “Purchase Agreement”), including, without limitation, any conversion or redemption rights or the right to receive any dividends that may have accrued on such Exchanged Warrant; provided, however, that the Holder will retain its indemnification right under [Section 4.8] of the Purchase Agreement. Upon receipt by the Company of the Exchanged Warrant, the Company shall have no further rights under and hereby waives all claims in or with respect to the Exchanged Warrant and the Purchase Agreement.

Exchange Program. Notwithstanding anything in this Section 4, the Committee shall not implement an Exchange Program without the approval of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at any annual or special meeting of Company’s stockholders.

Exchange Program. The Administrator may not institute an Exchange Program.

Exchange Program. The Administrator may not institute an Exchange Program.

No Exchange Program. The Administrator may not implement an Exchange Program.

Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, the Company agrees to issue to the Holders the Shares in exchange for the Warrants held by the Holders as of the date hereof and as set forth in the Holders’ signature pages attached hereto. Subject to the conditions set forth below, the Exchange shall take place remotely on the second Trading Day (as defined below) after the date hereof, or at such other time and place as the Company and the Holders mutually agree (the “Closing” and the “Closing Date”). At the Closing, the following transactions shall occur (such transactions in this Section 1, the “Exchange”):

Prohibition on Exchange Program. The Administrator may not implement an Exchange Program.

Exchange. Effective as of the date of the Uplisting (but immediately prior to the Uplisting), the Fund shall exchange all its Series C Shares and Series D Shares and the amounts owing under the October 7 Promissory Note for a number of Series E Shares equal to the applicable Series E Exchange Value. The Fund shall exchange the Series C Shares and the Series D Shares owned by it by surrendering to the Company such Series C Shares and Series D Shares (and the corresponding certificates, if any, evidencing the same) and by surrendering the October 7 Promissory Note (the “Holder Deliveries”). Upon such surrender, the Company shall issue to the Fund a number of Series E Shares equal to the Series E Exchange Value. In connection with such exchange, the Company and the Fund agree that the Fund shall execute the Series E SPA, as a purchaser thereunder, and that the Fund’s surrender of the Fund Deliveries shall constitute the Fund’s payment of its Subscription Amount (as defined in the Series E SPA) under the Series E SPA. Upon the Uplisting and issuance of the Series E Shares to the Fund, the Series C Shares, Series D Shares and the October 7 Promissory Note owned by the Fund shall be canceled on the

Exchange. Palogic hereby agrees to # transfer 100,000 shares of SOHOB, 85,000 shares of SOHOO and 35,000 shares of SOHON (the “Palogic Shares”) to the Company in exchange for 1,542,727 shares of Common Stock of the Company (the “Company Shares”), as determined in accordance with [Schedule A] attached hereto and incorporated herein by reference and # waive any and all rights it may have to receipt of declared and unpaid dividends and any accrued and unpaid dividends payable in respect of the Palogic Shares. The transfer of the Palogic Shares to the Company and the waiver of Palogic’s interest in the dividends and the issuance of the Company Shares to Palogic is referred to as the “Exchange” and such Exchange shall occur on the Closing Date (as defined herein), as set forth in [Section 2] of this Agreement. The parties agree and acknowledge that the foregoing economic terms of the Exchange were determined based upon arm’s-length negotiations, and that no additional consideration, financial or otherwise, is or will be provided by either party in consideration of the Exchange of the Palogic Shares and Company Shares described herein.