Equity Joint Venture Contract, dated January 30, 2019, by and among Ekso Bionics Holdings, Inc., Ekso Bionics, Inc., a wholly-owned subsidiary of Ekso Bionics Holdings, Inc., Zhejiang Youchuang Venture Capital Investment Co., Ltd. and Shaoxing City Keqiao District Paradise Silicon Intelligent Robot Industrial Investment Partnership

根据合资经营法以及中国其他相关法律法规༌浙江优创创业投资有限公司༈一家根据中国法律成立的公司༌下文简称 “优创”༉、 绍兴市柯桥区天堂硅谷智能机器人产业投资合伙企业༈有限合伙༉༈产业投资基金༉有限责任合伙企业༈一家根据中国法律成立的公司༌下文简称 “产业投资基金”༉༌以及爱科索仿生机械有限公司༈一家根据美国特拉华州法律成立的公司༌下文简称 “爱科索”༉༌本着平等互利原则༌经友好协商༌于2019年 1月30日    ༈下文简称 “生效日期”༉同意签署以下合资经营企业合同༈下文简称 “本合同”༉༌以期在中国浙江省绍兴市柯桥区成立、运营和管理爱科索智能机器人有限公司༈下文简称 “公司” 或 “合资公司”༉。༈在本合同 中༌优创、产业投资基金和爱科索统称为 “合同各方”༌单独称为 “合同一方”。优创和产业投资基金合称为 “中方股东”。༉

Zhejiang Youchuang Venture Capital Investment Co., Ltd., a company organized under the laws of the PRC (“Youchuang”), Shaoxing City Keqiao District Paradise Silicon Intelligent Robot Industrial Investment Partnership (Limited Partnership) (“Industrial Investment Fund”), a limited liability partnership organized under the laws of the PRC (“Industrial Investment Fund”), Ekso Bionics, Inc., a company organized under the laws of the State of Delaware, USA (“Ekso Bionics”), in accordance with the Joint Venture Law and other relevant published laws and regulations of the PRC, through friendly discussions and in conformity with the principles of equality and mutual benefit, have agreed to enter into this equity joint venture contract (this “Contract”) for the establishment, operation, and governance of Exoskeleton Intelligent Robotics Co. Limited (the “Company” or “Joint Venture”) in Keqiao District, Shaoxing, Zhejiang, China as of this 30^th day of January , 2019 (“Effective Date”). (Youchuang, Industrial Investment Fund and Ekso Bionics are collectively referred to as the “Parties” and individually referred to as a “Party” herein. Youchuang and Industrial Investment Fund are collectively referred to as the “Chinese Shareholders” herein.)

Definitions. Unless the terms or context indicate otherwise, the following terms have the meanings set out below:

关联方༌就某一实体而言༌系指直接或通过一个或多个中间方间接控制该实体、或由该实体控制或与该实体受共同控制的任何其他实体。

Affiliate means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person.

市场监督管理局系指中华人民共和国国家市场监督管理总局或负责本公司营业登记事 宜的地方市场监督管理局。

SAMR: means The State Administration for Market Regulation of the PRC or its delegated local authority in charge of the business registration of the Company.

公司章程系指合资公司的公司章程༌由合同各方在签署本合同一并签署。

Articles of Association means the Articles of Association of the Company to be executed by the Parties simultaneously with this Contract.

董事会系指公司董事会。

Board means the board of directors of the Company.

营业执照系指由相关市场监督管理局颁发的公司营业执照༌其中载明本合同第4.2条所述的经营范围。

Business License means the business license of the Company issued by the relevant SAMR reflecting the business scope described under Article 4.2.

知识产权局系指中国国家知识产权局。

CNIPA refers to the National Intellectual Property Administration in China.

主席系指董事会主席。

Chairman means the chairman of the Board.

公司应具有前言部分规定的含义。

Company shall have the meaning set out in the Preamble.

保密信息应具有第6.1条规定的含义。

Confidential Information shall have the meaning set out in Article 6.1.

协商期应具有第15.1条规定的含义。

Consultation Period shall have the meaning set out in Article 15.1.

本合同应具有前言部分规定的含义。

Contract shall have the meaning set out in the Preamble.

控制༈包括 “受控” 和 “受共同控制”༉༌就某一实体而言༌系指直接或间接拥有主导 或促使主导某个企业管理和政策的权利༌无论以持有50%或以上具有表决权的证券、股权、所有权或注册资本༌或拥有任命或选举董事会或管理层绝大多数成员的权利或通过合同、行政控制或其他方法。

Control (including the terms “controlled by”, and “under common control with”) means, as to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of 50% or more of the voting securities, equity interest, ownership, or registered capital, or the right to appoint or elect the majority of members of the board or management of such Person, or by contract, administrative control or other method.

现有产品系指[***]EksoGT、EksoVest和EksoZeroG仿生臂[***]。

Current Products means to [***] EksoGT, EksoVest, and EksoZeroG Arm [***].

指定银行系指国家外汇管理局和/或其地方分局批准的金融机构。

Designated Banks means financial institutions approved by the State Administration of Foreign Exchange and/or its local counterparts.

开发产品系指 [***]。

Developed Products means [***].

爱科索 应具有前言部分规定的含义。

Ekso Bionics shall have the meaning set out in the Preamble.

股权系指合同一方按其在公司注册资本的投资比例而享有的公司权益。

Equity Interest means any rights and interests enjoyed by one Party with respect to the Company in proportion to its shareholding ratio in the registered capital of the Company.

成立日期系指公司营业执照的颁发日期。

Establishment Date means the date on which the Business License of the Company is issued.

不可抗力事件应具有第18.1条规定的含义。

Event of Force Majeure shall have the meaning set out in Article 18.1.

财务与会计制度应具有第11.2条规定的含义。

Financial and Accounting System shall have the meaning set out in Article 11.2.

总经理系指根据第8.1条规定任命的公司总经理。总经理兼任公司总裁和首席执行官。

General Manager means the general manager of the Company appointed in accordance with Article 8.1 and who also has the role of President and CEO of the Company.

政府当局系指༈i༉任何政府机关或司法机关༛或༈ii༉任何政府部委、部门、办公室、委员会、政府机关、机构或组织༌包括但不限于国有资产监督管理委员会、中华人民共和国商务部、国家市场监督管理总局、国家药品监督管理局和国家外汇管理局。

Governmental Authority means any (i) governmental or judicial authority; or (ii) ministry, department, office, commission, agency, authority or organisation of any government, including without limitation the State-owned Assets Supervision and Administration Commission, the MOFCOM, the SAMR, the NMPA, and the SAFE.

受影响方应具有第18.1条规定的含义。

Hindered Party shall have the meaning set out in Article 18.1.

国际商会应具有第20.1条规定的含义。

ICC shall have the meaning set out in Article 20.1.

改进系指[***]。

Improvements means [***].

独立审计师应具有第11.4条规定的含义。

Independent Auditor shall have the meaning set out in Article 11.4.

保险系指根据中国现行法律规定的保险或再保险产品或服务。

Insurance means any product or service determined to constitute insurance, assurance or reinsurance by the laws in effect in the PRC.

合资经营法系指《中外合资经营企业法》以及《中外合资经营企业法实施条例》。

Joint Venture Law means the Law on Sino-foreign Equity Joint Ventures and the Regulations for the Implementation of the Law on Sino-foreign Equity Joint Ventures.

合营期限系指公司营业期限༌即自成立日期起[***]༌可另行延长。

Joint Venture Term means the term of operation of the Company, being a period of [***] commencing on the Establishment Date, as may be extended.

许可技术系指[***]。

“Licensed Technologies” means [***].

清算委员会应具有第15.3条规定的含义。

Liquidation Committee shall have the meaning set out in Article 15.3.

制造服务协议系指自合资公司成立后将由爱科索和合资公司签署的制造服务协议。本协 议的关键条款详见附录B。

Manufacturing Services Agreement means the manufacturing services agreement to be entered into between Ekso Bionics and the Company subsequent to the establishment of the Joint Venture. The key terms of this agreement is set forth in Appendix B.

商务部系指中华人民共和国商务部或其指定的地方机构。

MOFCOM means the Ministry of Commerce of the PRC or its delegated local authority.

药监局系指国家药品监督管理局或其委派的地方机构。

NMPA refers to the National Medical Products Administration or its delegated local authority.

不参与方应具有第5.5条规定的含义。

Non-participating Party shall have the meaning set out in Article 5.5.

转让股权应具有第5.7条规定的含义。

Offered Interest shall have the meaning set out in Article 5.7

受让方应具有第5.7条规定的含义。

Offered Party shall have the meaning set out in Article 5.7.

合同一方或合同各方应具有前言部分规定的含义。

Party or Parties shall have the meaning set out in the Preamble.

专利权系指 [***]。

Patent Rights means [***].

人系指任何自然人、普通合伙企业或有限合伙企业、企业、公司、信托公司、有限责任公司、有限责任合伙企业、事业单位、协会或机构或其他法律实体。

Person means any natural person, general or limited partnership, corporation, company, trust, limited liability company, limited liability partnership, firm, association or organization or other legal entity.

中华人民共和国༈简称 “中国”༉在本合同中仅包括中华人民共和国大陆地区。

PRC or China means, for the purpose of this Contract only, the mainland of the People’s Republic of China.

中国公司法系指《中华人民共和国公司法》。

PRC Company Law means the Company Law of the People’s Republic of China.

采购协议系指合资公司成立后将由爱科索和合资公司签署的采购协议。

Purchase Agreement means the purchase agreement to be entered into between Ekso Bionics and the Company subsequent to the establishment of the Joint Venture.

质量管理体系系指质量管理体系。

QMS means Quality Management System.

相关协议系指技术许可协议和制造服务协议关键条款。

Related Agreements means the Technology License Agreement and Key Terms of Manufacturing Service Agreement.

人民币༈RMB༉系指中华人民共和国的法定货币。

Renminbi or RMB means the lawful currency of the PRC.

外汇管理局系指中华人民共和国国家外汇管理局或其指定的地方机构。

SAFE means the State Administration of Foreign Exchange of the PRC or its delegated local authority.

高级管理人员系指董事会根据第8.1条规定任命的总经理和首席财务官。

Senior Management Personnel means the General Manager and the Chief Financial Officer to be appointed by the Board pursuant to Article 8.1.

监事系指合同一方根据第9.1条规定任命的人。监事将根据本合同第9条和公司法监督公司的运营和财务状况。

Supervisor means a person appointed by a Party pursuant to Article 9.1, who shall supervise the operation and financial situation of the Company in accordance with Article 9 and the PRC Company Law.

技术许可协议系指合资公司成立后将由爱科索和合资公司签署的技术许可协议༌以本合 同附录A的方式提供。

Technology License Agreement means the technology license agreement in the form attached hereto as Appendix A to be entered into between Ekso Bionics and the Company subsequent to the establishment of the Joint Venture.

终止通知应具有第15.1条规定的含义。

Termination Notice shall have the meaning set out in Article 15.1.

制造服务协议关键条款系指自合资公司成立后将由爱科索与本公司签署的制造服务协 议༌经双方同意༌以本合同附录B制造服务条款清单的形式提供。

Key Terms of Manufacturing Services Agreement means the term sheet of manufacturing services attached hereto as Appendix B as agreed by the Parties, which shall be developed into a manufacturing service agreement to be entered into between Ekso Bionics and the Company subsequent to the establishment of the Joint Venture.

合同区域指中国、香港、新加坡、马来西亚以及合同各方协商确定的其他国家和地区༌ 但不包括日本、印度和澳大利亚。

Territory means China, Hong Kong, Singapore, Malaysia and other countries to be mutually agreed by the Parties but excluding Japan, India and Australia.

商标许可协议系指自合资公司成立后将由爱科索和本公司签署的商标许可协议。在合 资期间༌爱科索无偿或免费授权合资公司使用爱科索商标。

Trademark License Agreement means the trademark agreement to be entered into between Ekso Bionics and the Company subsequent to the establishment of the Joint Venture. Ekso Bionics shall license the Company to use Ekso Bionics trademarks free of charge during the Joint Venture period.

转让应具有第5.7条规定的含义。

Transfer shall have the meaning set out in Article 5.7.

转让方应具有第5.7条规定的含义。

Transferor Party shall have the meaning set out in Article 5.7.

转让通知应具有第5.7条规定的含义。

Transfer Notice shall have the meaning set out in Article 5.7.

美元系指美利坚合众国的法定货币。

USD means the lawful currency of the United States of America.

美国系指美利坚合众国

USA means United States of America

优创应具有前言部分规定的含义。

Youchuang shall have the meaning set out in the Preamble.

Interpretation. In the interpretation of this Contract, unless the context otherwise requires:

the singular will include the plural and vice versa and in particular (but without limiting the generality of the foregoing) any word or expression defined in the singular will have the corresponding meaning if used in the plural and vice versa and a reference to any gender will include the other genders;

the words “include”, “includes” or “including” used in this Contract are deemed to be followed by the words “without limitation”;

the table of contents and the headings for this Contract are for reference only and do not affect in anyway the meaning or interpretation of this Contract;

all references to any law mean such law as amended, modified or supplemented from time to time, including any successor laws;

all references to any clause or Appendix in this Contract are references to such clauses or Appendix of this Contract (as the case may be); and

all references to a particular person are also to its successors and permitted assigns.

Parties. The Parties to this Contract are:

与

and

合同各方均向其他方声明和保证༚༈i༉其在注册成立地点依法成立并有效存续༌具备独立法人资格༌并具有充分的权力和权利༌开展其营业执照、公司章程或类似企业文件规定的业务༛༈ii༉具有充分的权力和权利༌签署本合同并履行合同义务༛༈iii༉其授权代表已获得充分授权签署本合同并使该方受本合同约束༛༈iv༉自本合同生效日期起༌本合同条款即构成对其合法、有效和有约束力的义务。

Each of the Parties represents and warrants to the others that: (i) it is a duly organized and validly existing independent legal person in the place of its incorporation or establishment and has the full power and right to conduct its business in accordance with its business license, articles of association or similar corporate organizational documents; (ii) it possesses full power and authority to enter into this Contract and to perform its obligations hereunder; (iii) its representative whose signature is affixed hereto has been fully authorized to sign this Contract and to bind such Party thereby; and (iv) upon the Effective Date of this Contract, the provisions of this Contract shall constitute its legal, valid and binding obligations.

Establishment. Chinese Shareholders and Ekso Bionics, in accordance with the Joint Venture Law, other applicable laws and regulations of the PRC and the provisions of this Contract, hereby agree to establish the Company with the objective to engage in the business as set forth in Article 4.2 of this Contract.

Name. The name of the Company shall be “爱科索智能机器人有限公司” in Chinese and “Exoskeleton Intelligent Robotics Co. Limited” in English.

Location. The Parties agree that the Company shall be established in the city of Shaoxing. The legal address of the Company shall be located in No. 1115 Kebei Avenue, Keqiao District, Shaoxing, Zhejiang Province, PRC.

Limited Liability. The Company is a limited liability company. Except as otherwise expressly provided herein, once a Party has paid in full its contribution to the registered capital of the Company, it shall not be required to provide any further funds to or on behalf of the Company by way of capital contribution, loan, advance, guarantee or otherwise. Creditors of the Company shall have recourse only to the assets of the Company and shall not seek repayment from either of the Parties. If the Company’s assets are insufficient to satisfy its creditor’s claims, no Party shall be liable for any deficiency. The Company shall indemnify and hold the Parties harmless against any and all direct losses, damages, or liabilities suffered by the Parties in respect of any third party claims arising out of the operation of the Company.

Purpose. The purpose of the Parties in establishing the Company is to strengthen the economic cooperation, seek close strategic cooperation in the area of anthropomorphic exoskeleton technology and develop the Company into a competitive manufacturer of wearable and bionic exoskeleton products for the Chinese and overseas market.

Scope of Business. [***]. Licenses for operation should be obtained if required. (the specific scope shall be subject to the approval of competent Governmental Authorities).

Scope of Production. The Company will [***].

合资公司应仅可在合同区域内以爱科索商标和品牌销售产品。 [***]

Sales Arrangement. The Company can use the Patent Rights contributed by Ekso Bionics and the Licensed Technologies licensed by Ekso Bionics to manufacture the Current Products and [***] sell the Current Products in [***] agreed herein, and shall not license the Licensed Technologies to any third parties or Party to use or manufacture anywhere, provided however that Ekso Bionics can use such technologies and the patents registered in the jurisdictions other than China to manufacture and sell its products, components and subassemblies outside the Territory. [***]

The Company shall sell its products only in the Territory under the trademark and brands of Ekso Bionics. [***]

Responsibilities of Youchuang:

contribute the subscribed capital contribution within prescribed period;

be responsible for the communication and coordination with relevant Governmental Authorities of the territory where the Joint Venture project is located prior to the establishment of the Company, and assist the Company to complete the relevant approvals with the competent Governmental Authorities, including company registration, product registration procedures, etc.;

be responsible for the premises required for the temporary production of the Company, and assist the Company with the design and construction of the factory building and other engineering facilities as well as water supply, power supply and telecommunication and other infrastructures.

assist the Company to purchase or rent equipment, materials, raw materials, office appliances, vehicles, communication facilities, etc. in China, and assist the Company with the submission formalities of importing equipment prior to the establishment of the Company;

use commercially best efforts to implement at the Company’s expense QMS appropriate to the scope of its operation and compliant with the regulations of the USA, Canada, and the European Union; provided that the Company shall be responsible for overall production and maintaining the QMS consistent with the applicable regulatory requirements;

use commercially best efforts to assist the Company with the matters related to the NMPA registration;

assist and coordinate the recruitment of senior management of the Joint Venture, and assist the Joint Venture with recruiting local Chinese managers, technicians, workers and other necessary personnel;

assist the Joint Venture with the product clinical test and network construction such as marketing management;

be responsible for handling other matters entrusted by the Joint Venture; and

supervise and cause the directors appointed by it to perform their duties in accordance with the provisions of this Contract and the Articles of Association, including but not limited to attending duly convened Board meetings.

As part of the agreement, Youchuang or the third party designated by Youchuang will make an immediate equity investment of USD five million ($5,000,000) in Ekso Bionics Holdings, Inc. at price per share of $_1_ _63_ (the Purchase Price), the closing price of Tuesday, January 29, 2019, subject to a 60 day anti-dilution provision per shareholder purchase agreement.

After the Joint Venture is able to manufacture qualified EksoGT, EksoVest and EksoZeroG Arm products, the Joint Venture or Youchuang or the third party designated by Youchuang will invest USD Five Million (5,000,000) in Ekso Bionics Holdings, Inc. as the equity investment within thirty business days after issuing the first batch of Current industrial products (i.e. finished products, and current EKSO GT components (all components of the EKSO GT finished products after they are successfully assembled as a finished product locally) to the buyer (such as Ekso Bionics, its Affiliates and any third parties either in China or outside China) (“Shipment Date”). The equity investment price will be the volume weighted average price of 20 trading days before the issuing date, but with a collar so that the equity price will be no greater than 20% higher than the first investment and no lower than 80% of the first investment price. (First investment is the first 5 $mm investment made after signing the joint venture contract)

Responsibilities of Industrial Investment Fund:

contribute the subscribed capital contribution within prescribed period;

be responsible for handling other matters entrusted by the Joint Venture; and

supervise and cause the directors appointed by it to perform their duties in accordance with the provisions of this Contract and the Articles of Association, including but not limited to attending duly convened Board meetings.

contribute the subscribed capital contribution within prescribed period;

assist the Joint Venture in mastering the technologies to be contributed or licensed by Ekso Bionics for a goal that the Company can manufacture products with the same quality of the same products manufactured by Ekso Bionics. The Company shall provide the site and utilities following its Establishment Date, and purchase equipment and raw materials as required by the Ekso Bionics and hire a minimum of [***] competent production engineers. Subject to the Company complying with the foregoing requirements, Ekso Bionics shall manufacture [***] within [***] and [***] within [***] from when the above site, facilities and personnel are provided by the Company. The [***] must comply with the quality requirements prescribed by FDA and competent authority in EU that the current equivalent product manufactured by Ekso Bionics have satisfied, and Company and Ekso Bionics should work together to ensure that the [***] can also satisfy the relevant NMPA’s quality requirements;

use commercially best efforts to assist the Company at the Company’s expense in implementing QMS appropriate to the scope of its operation and compliant with the regulations of the US, Canada, and the European Union as set forth in Article 4.5(a)(v) above; provided that the Company shall be responsible for overall production and maintaining the QMS consistent with the applicable regulatory requirements.

provide technical training in accordance with the Technology License Agreement;

supervise and cause the directors appointed by it to perform their duties in accordance with the provisions of this Contract and the Articles of Association, including but not limited to attending duly convened Board meetings;

Responsible to the extent already in Ekso Bionics’ possession for providing the related documents required (including but not limited to the analysis report of product risks, product technical standards, product inspection report, clinical evaluation materials, product description and label sample manuscript, quality management system documents relevant to the product development and production and other materials required for evidencing) for necessary registration and approval, and assisting the Joint Venture in the product registration of [***] with the NMPA;

be responsible for handling other matters entrusted by the Company;

subject to Youchuang fulfilling its covenants and obligations provided under Articles 4.5 (a)(xi) and 4.5(a)(xii) , Ekso Bionics shall grant the Company a perpetual, irrevocable, royalty-free, exclusive China license during the Joint Venture Term to [***] for the sole purpose to enable the Company to manufacture and sell the Developed Products the Developed Products within the Territory (“Developed Products License”).

关于开发产品的许可༌双方特此确认并同意༌自发货日期起[***]后༌[***]༈“研发费用”༉༌本公司将[***]支付[***]༌研发费用的支付方式应在技术许可协议中规定。

In consideration of the Developed Products License, the Parties hereby acknowledge and agree that the Company will pay [***] (“Development Fees”), after [***] commencing from the Shipment Date. The Company will pay [***], the payment method for Development Fees shall be provided in the Technology License Agreement.

Total Investment Amount. The total investment of the Company shall be RMB 780 million which conforms with the Company’s registered capital as set forth in Article 5.2(a).

合资公司注册资本为人民币7.8亿元༈人民币柒亿捌仟万元༉。

The registered capital of the Company shall be RMB 780 million (seven hundred and eighty million Renminbi).

Youchuang shall contribute RMB 324 million (three hundred and twenty-four million Renminbi) to the registered capital of the Company, representing a forty-one-point fifty-four percent (41.54%) share of the registered capital of the Company. Youchuang shall make its capital contribution in cash in RMB.

Industrial Investment Fund shall contribute RMB 300 million (three hundred million Renminbi) to the registered capital of the Company, representing thirty-eight-point forty-six percent (38.46%) share of the registered capital of the Company. Industrial Investment Fund shall make its capital contribution in cash in RMB.

Ekso Bionics shall transfer and contribute the Patent Rights, equivalent to RMB 156 million (one hundred and fifty- six million Renminbi) to the registered capital of the Company, representing a twenty percent (20%) share of the registered capital of the Company.

The Parties shall make their capital contribution to the Company as follows:

Youchuang shall make [***] of its capital contribution within [***] from the Establishment Date of the Company and the remaining subscribed capital contribution shall be paid in [***];

Industrial Investment Fund shall make [***] of its capital contribution within [***] from the Establishment Date of the Company and the remaining subscribed capital contribution shall be paid in [***];

Ekso Bionics shall complete the transfer of all relevant Technical Documentation of contribution within [***] from the Establishment Date. The completion of the Patent Rights transfer registration with CNIPA within [***].

Ekso Bionics shall complete the transfer registration of Patent Rights in accordance with Article 5.2 (d)(iii). After the Establishment Date, neither Ekso Bionics nor its Affiliates shall have any right to use or utilize in China in any form, or permit any third party in China to use or utilize in any form, any part of the Patent Rights, including use or utilization for the purpose of Improvement, unless otherwise specifically agreed by the Related Agreements.

[***]

[***]

[***]

Evaluation and Capital Verification. Youchuang or the company shall engage an qualified asset appraisal firm to conduct the evaluation of the Patent Rights. EKSO should provide the relevant documents of the contribution technologies in accordance with the requirement of the asset appraisal firm. After each Party has made its contribution to the Company’s registered capital, the Company shall appoint a qualified accounting firm registered in China to verify such capital contribution and issue a contribution verification report.

Increase of Registered Capital. If the Board determines on the basis of a resolution that the Company requires additional funds and the Company raises such funds from an increase in its registered capital, the Parties have the right to contribute in accordance with its Equity Interest to such increase in the registered capital of the Company. If one Party (the “Non‑participating Party”) fails to make all or part of its capital contribution within [***] after the date of expiry of the capital contribution period as prescribed by the capital increase agreement it executed, then the other Parties shall be entitled to make any such increase in proportion to their respective equity ratio and the Non-participating Party’s Equity Interest in the Company shall be diluted accordingly, in which case each Party shall be deemed to have consented to such increase of the Company’s registered capital and shall cause its appointed director(s) to approve such increase. The Parties agree that the investment required for the Company in the future shall be raised through increase of the registered capital or other means approved by the Board.

With respect to working capital, the Company may apply for loans from financial institutions by using the Company’s assets as collateral in accordance with this Contract.

[***]

No Party may sell, transfer, assign, give (each a “Transfer”) all or any part of its Equity Interest in the Company to any third party or any other Party) without the prior written consent of the other Parties, except that [***]

Upon the prior written consent of the other Parties, when a Party wishes to Transfer all or any part of its Equity Interest in the Company to a third party other than as contemplated in Section 5.7(a)., the following procedure shall apply. The Party wishing to Transfer all or part of its Equity Interest (the “Transferor Party”) shall give written notice (the “Transfer Notice”) to the other Parties (the “Offered Parties”) [***]; provided, however that such price and conditions must be bona fide, reflect an arm’s length fair value negotiation by such transferee and the Transferor Party. The Offered Parties shall have the right of first refusal to purchase such Offered Interest on terms no more favorable to the purchasers than those set forth in the Transfer Notice in proportion to their respective equity ratio in the Company. Within [***] after the Transfer Notice, the Offered Parties shall deliver their written responses stating whether they choose to exercise their right to purchase the Offered Interest in the Company. If one Offered Party fails to respond to the Transfer Notice or waive its right of first refusal within the aforementioned [***] period, the other Offered Party may choose to purchase all the Offered Interest. If both the Offered Parties fail to respond to the Transfer Notice or waive their right of first refusal within the aforementioned [***] period, they shall be deemed to have given their prior written consent and the Transferor Party shall, within a period of [***], transfer the Offered Interest to the intended transferee on terms no more favorable to the purchasers than those specified in the Transfer Notice. In the event the Transferor Party does not consummate the sale of the Offered Interest to the intended transferee within the aforesaid period, the Transferor Party may not dispose of such Offered Interest without repeating the offer procedures set forth in paragraphs (b) and (c) of this Article 5.7.

If the Offered Party or Parties exercises its right of first refusal, the Parties shall enter into good faith negotiations to document, and use their commercially reasonable efforts to consummate, the sale of the Offered Interest to the Offered Party pursuant to a legally binding agreement containing terms no more favorable to the purchasers than those set forth in the Transfer Notice.

Any transferee of any Equity Interest in the Company shall assume the corresponding obligations and responsibilities of the Transferor Party as stipulated in this Contract.

Upon any Transfer by a Party of all or any part of its Equity Interest in the Company pursuant to this Article 5.7, (i) each Party agrees to assist in applying for the record‑filing and registration with MOFCOM (if applicable) and SAMR required for the completion of such Transfer, and (ii) each Party shall do and perform, or cause to be done and performed, all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as necessary to give effect to the Transfer, including, without limitation, causing such Party’s appointed directors to timely approve such Transfer by executing relevant board resolution if so required by MOFCOM (if applicable) and SAMR, and any corresponding amendments to this Contract and the Articles of Association.

Each Party shall have the right to Transfer all or part of its Equity Interest in the Company to an Affiliate, and each Party hereby consents to any such Transfer and waives any right of first refusal that it might otherwise have under this Article 5.7.

[***]

All technology, know-how, techniques, trade secrets, trade practices, methods, specifications, designs and other proprietary information disclosed by any Party or any of its Affiliates to the Company under the terms of this Contract or any of the Related Agreements or otherwise, or developed by the Company, as well as the terms of this Contract and other confidential business and technical information (collectively, “Confidential Information”) shall be used by the Company and its personnel solely for the Company’s account and purposes. Each Party and the Company shall maintain the secrecy of all Confidential Information that may be disclosed or furnished to it by the Company or the other Parties or any of their Affiliates, and it shall not disclose or reveal any such Confidential Information to any third party absent explicit written authorization from the Board or the relevant Party or its Affiliate(s), as the case may be.

Confidential Information obtained by, but not belonging to, a Party or its Affiliates may be disclosed by that Party only to its designated employees whose duties require such disclosure for the implementation of this Contract. In that event, the receiving Party shall take all reasonable precautions, including the execution of a confidentiality agreement with each such employee to prevent such employees from using Confidential Information for their personal benefit and to prevent any unauthorized disclosure of such Confidential Information to any third party.

The Parties shall also ensure that the Company shall take all reasonable precautions, including the execution of confidentiality agreements with its employees, to prevent its employees from using Confidential Information for their personal benefit and to prevent any unauthorized disclosure of such Confidential Information to any third party.

Notwithstanding the foregoing, the receiving Party’s obligations pursuant to this Article 6.1 will not apply to the extent any Confidential Information:

is now or hereafter becomes generally known or available to the public, through no act or omission on the part of the receiving Party;

was known, without restriction as to use or disclosure, by the receiving Party prior to receiving such information from the disclosing Party;

is rightfully acquired by the Receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or

is independently developed by the Receiving Party without access to any Confidential Information of the Disclosing party.

Notwithstanding the foregoing, the Company may, with prior written approval of the Party or its Affiliate(s) who disclosed the Confidential Information, reveal Confidential Information to government authorities, relevant stock exchange or other competent authorities to the extent necessary to obtain any required governmental approval, or to the extent as required by relevant laws, rules of any stock exchange, and any government authority or other competent authorities that have jurisdiction over any Party hereto, and to outside lawyers, accountants and consultants to the extent necessary for them to provide their professional assistance, provided that such outside advisors shall be requested to undertake to respect the confidentiality provisions of this Contract and each of the Related Agreements.

The Receiving Party’s confidentiality obligation in this Section shall be in effect for [***].

No Party may make any announcement, have any public communication or issue any circular in connection with the existence of or the transactions contemplated by this Contract or any Related Contract without the other Parties’ prior written consent of the format and content of the relevant announcement, public communication or circular, unless any applicable law or the rules of any stock exchange require public disclosure of the existence of or the transactions contemplated by this Contract or any Related Contract. If a Party makes any announcement in accordance with the applicable law or the rules of any stock exchange, to the extent practicable and permitted by the applicable law or the rules of such stock exchange, such Party shall provide the content of the relevant announcement to the other Parties as soon as practicable before it is made.

The Company shall have a Board consisting of five (5) directors and shareholders with an amount of contributed capital reaching [***] of the registered capital of the Company have the right of appointing directors to the Company, but Ekso Bionics shall have the right to appoint one (1) director in any cases. The Board’s composition is as follows: (i) Youchuang shall have the right to appoint two (2) directors; (ii) Industrial Investment Fund shall have the right to appoint one (1) director; (iii) Ekso Bionics shall have the right to appoint one (1) director; and (iv) the fifth director shall be appointed by Youchuang and Ekso Bionics jointly with Youchuang having the right to make a final decision. The fifth director shall serve as the President, Chief Executive Officer and General Manager of the Company. The term of office for each director shall be three (3) years renewable upon reappointment by the appointing Party.

If a seat on the Board is vacated by the retirement, resignation, illness, loss of capacity or death of a director, or by the removal of such director by the Party that originally appointed him or her, the original appointing Party or Parties may appoint a successor to serve as director for the remaining term whose seat is vacated, and notify the Company and the other Parties in writing of the name of the successor,

The Chairman of the Board shall be designated by Youchuang from the directors appointed by it.

董事会应为合资公司最高权力机构༌负责指导公司业务的整体管理、监督和控制。除本合同其他部分规定的董事会任何其他权力外༌董事会还应就下列事项作出决定༚

The Board shall be the highest authority of the Company, and shall direct the overall management, supervision and control of the business of the Company. Accordingly, in addition to any other powers of the Board specified elsewhere in this Contract, the Board shall make decisions regarding the following matters:

any amendment to the Articles of Association of the Company;

any liquidation, winding up or bankruptcy, reorganization or other analogous insolvency proceeding of the Company or any of its subsidiaries;

any increase or reduction of the registered capital of the Company;

merger, spin-off or similar transactions (including change of enterprise form) involving the Company or its subsidiaries;

investment in or acquisition of any company or establishment of any subsidiary or branch company by the Company;

changing or adjusting the business scope or the business operated by the Company or its subsidiaries or branch companies;

establishment of a joint venture or other association with third parties.

dividend or profit distribution;

acquisition of liabilities which result in a cumulative exposure exceeding the total of the Company’s paid-up capital and reserves;

approval of trademark license, technology cooperation, transfer, assignment, license or disposal of any technologies contributed or licensed by Ekso Bionics such as the Patent Rights and/or Licensed Technologies, to Youchuang, the Industrial Investment Fund, or any third parties, except for those arrangement under the Related Agreements;

any decisions to issue bonds or to borrow funds from any financial institution or any Person which, together with all then existing indebtedness (long and short term both included) will reach [***] percent of the cumulative aggregate of the Company’s paid‑up capital and reserves;

except as prescribed otherwise in this Contract, any decisions to acquire, dispose of or place in custody of Company’s business or fixed assets;

Except for this Contract or any commercial arrangements previously agreed in written by the Parties, any contract or agreement between the Company and any Party or its Affiliates that exceeds [***] cumulative in an accounting year as well as any amendments or modifications to any of such contract or agreement;

appointment and dismissal of the Company’s Independent Auditor, but when the nominated Independent Auditor is equipped with relevant qualifications and experience, directors shall not veto the appointment of such Independent Auditor unreasonably;

commencement or settlement of any litigation or arbitration with the amount in dispute involving sums of more than [***];

provision of any mortgage, pledge, lien or any other encumbrance or any guarantee by the Company with the amount of more than [***].

acceptance of any new shareholder, except for a wholly-owned subsidiary or of affiliate of the Parties, into the Company;

the extension of Joint Venture Term in accordance with Article 14.2;

modifications to this Contract and the Related Agreements as provided in Article 23.1.

follow-up equity financing plan;

Employee equity incentive plan;

leasing real estates to any third parties

procurement and maintenance of the Company’s insurance;

appointment and dismissal of the Senior Management Personnel and their compensation and benefits, and any changes to their respective roles and authority;

approval of the annual operating plan and approval of the Company’s audited annual financial statements.

commencement or settlement of any litigation or arbitration with the amount in dispute involving sums of more than [***];

Board Decisions; Actions Requiring Unanimous Consent. Unless otherwise provided in this Contract and the Articles of Association, decisions of the Board shall be made by more than one half (1/2) of those directors voting in person or represented by proxy at a duly constituted and convened meeting (either in person, or by telephone, video-conference or any other electronic means by which all participants may speak to and hear each other) of the Board; provided, however, that resolutions involving those matters described in [***] may only be adopted at a duly constituted and convened meeting of the Board upon the unanimous affirmative vote of each and every director of the Board voting in person or by proxy at such meeting (either in person, or by telephone, video-conference or any other electronic means by which all participants may speak to and hear each other). Notwithstanding anything to the contrary in this Contract, in particular, as to Board meetings where the matters described in Article 7.2 (j) on disposal of the intellectual property right by the Company would be decided, the director appointed by Ekso Bionics must attend such Board meetings (either in person, or by telephone, video-conference or any other electronic means by which all participants may speak to and hear each other) and vote in favor of such matters, otherwise the Board resolutions in connection with the matters in Article 7.2(j) are void and invalid.

The Chairman. The Chairman shall exercise his authority within the limits prescribed by the Board and may not under any circumstances contractually bind the Company or otherwise take any action on behalf of the Company without the prior written authorization of the Board. If the Chairman for any reason is unable to perform his or her duties, he shall authorize one director to carry out his duties.

Meetings. Regular meetings of the Board shall be convened at least [***] times each year. Meetings shall be called and presided over by the Chairman. The Chairman shall convene a special meeting of the Board at any time upon a motion of at least [***] directors. Notice of meetings shall be given and distributed effectively, which means that the notice of Board meeting shall be issued and delivered at least using the methods prescribed under Article 23.3 (b), (d) and (e) concurrently, or either of those methods if the recipient has expressly confirmed the receipt of the notice. A record shall be kept of the minutes of all Board meetings in accordance with the requirements of the Articles of Association. Board meetings may be held either in person or by telephone, video-conference or any other electronic means of communication by which all participants may speak to and hear each other. All the Board documents, including without limitation, Board meeting notices, minutes and Board resolutions, shall be prepared in both Chinese and English.

General Manager’s Report. At each meeting of the Board, unless waived unanimously by the Board, the General Manager shall report fully to the Board with respect to the current status of the operations of the Company and with respect to all major developments or planned actions involving the Company and shall present to the meeting complete current financial information with respect to the Company. In particular, the General Manager is obliged to report in detail at each board meeting on each contract or agreement between the Company and any Party or its Affiliates (regardless of the amount) that occurred during the period since the last board meeting, except for the commercial arrangement under the Related Agreements.

Quorum. Subject to the condition that the Board meeting notice has been effectively delivered to the directors according to Article 7.5, a Board meeting shall not be convened unless one- half (1/2) of all the directors attend the Board meeting, otherwise, no matters shall be transacted at any Board meeting.

Written Consents. Any action requiring the vote of the Board may be taken without a meeting if all members of the Board consent in writing to such action. Such written consents shall be filed with the minutes of the Board and other records of the Company and shall have the same force and effect as a vote taken by members physically present.

No Personal Liability. No director or Senior Management Personnel shall have any liability for their acts when performing their duties as a director or Senior Management Personnel representing the Company, except for such acts in violation of PRC criminal laws. The Company shall indemnify each director and member of Senior Management Personnel against any claims made against such director or Senior Management Personnel in relation to acts performed in carrying out his duties as a director or Senior Management Personnel representing the Company (except for acts in violation of any PRC criminal laws).

The Senior Management Personnel shall be responsible for the Company’s daily operations. The Senior Management Personnel shall be composed of the General Manager, who also serves as President and Chief Executive Officer of the Company, and the Chief Financial Officer.

The General Manager shall be mutually nominated by Ekso Bionics and Youchuang where Youchuang has the right to make a final decision, and approved by the Board. The [***] will be the legal representative of the Company. The Chief Financial Officer shall be nominated by Youchuang, and shall be approved by the Board.

The Board shall formally appoint each member of the Senior Management Personnel and determine their remunerations.

General Manager. The General Manager shall implement the resolutions of the Board and have the full authority to (i) organize and lead the daily operations and commercial sales activities of the Company in accordance with each Annual Business Plan including without limitation the signing of contracts on behalf of the Company, (ii) provide direction to and supervise the other management personnel with respect to the performance of their roles, (iii) be responsible for all technical issues involved in the manufacturing management and product manufacturing of the Company and the management of sourcing activities, and (iv) be responsible for the following:

being in charge of the management of the Company’s day-to-day operations, and organizing the implementation of the resolutions of the Board;

organizing the preparation of the Company’s Annual Business Plans, which would also include approval of the annual financial budget and the implementation of the Annual Business Plans approved by the Board;

formulating the Company’s management structure and system;

preparing, with other management personnel, the Company’s basic management rules of administration and main policies;

hiring or dismissing management personnel other than the Senior Management Personnel that shall be nominated by the Parties pursuant to Article 8.1;

bringing transferred and licensed technology into the Company at the initial state of the Joint Venture Term, organizing the technical training for employees, making technical preparation for the Company’s manufacturing, managing the construction of the Company’s facilities, equipment installation and commissioning pursuant to the agreed technical standards, and managing the Company’s manufacturing techniques and technical improvement after the Company commences its normal production (including technical improvement of plants and equipment);

taking responsibilities of product NMPA registration and the contact and coordination with the Governmental Authorities;

deciding to lease the Current Products during daily ordinary business operation at market price; and

other powers and duties as granted in the Company’s Articles of Association or by the Board.

Chief Financial Officer. The Chief Financial Officer shall perform his or her duties under the leadership of the General Manager. The duties of the Chief Financial Officer shall include, without limitation, the following:

hiring, dismissing and supervising all financial and accounting personnel;

reviewing and approving accounting books;

preparing and submitting annual budget for approval by the Company;

approving the expenditures of the Company according to the management authority limitations of the Company;

reporting to the General Manager and the Board on major financial issues and expenditure

proposing to issue bonds or to borrow funds from any financial institution or any Person;

submitting reports to the General Manager and the Board in accordance with Article 11.8; and

other duties as directed by the General Manager and the Board.

In case of a material breach of duty, or for any other reasonable reason, the Senior Management Personnel may be removed and replaced at any time upon resolution of the Board, and the Party that nominates such member of Senior Management Personnel shall nominates a replacement. Notwithstanding the foregoing, if such person is nominated by a Party to the Company, when he/she commits a material breach of duty, upon reasonable request of the other Party (the Chinese Shareholders shall be treated as one Party under this Article 8.3), such Party shall remove such person from such secondment and nominee a replacement.

If any Senior Management Personnel is discharged or departs for any reason, a successor shall be nominated, appointed or selected in the same manner as the original appointee.

Compensation and Benefits. The compensation and benefits of other Senior Management Personnel of the Company shall be approved by the Board and paid by the Company. The compensation and benefits of the other personnel hired directly by the Company shall be determined according to the policies of the Company and commensurate with their expertise and experience in accordance with the established local standards and applicable laws of the PRC.

Chinese Shareholders and Ekso Bionics shall each appoint one (1) Supervisor.

The Supervisors shall exercise the following duties:

supervise the behaviour of the Board and Senior Management Personnel in the performance of their duties, and propose the dismissal of any such person who violates any law, the Articles of Association, the policies of the Company or any resolution of the Board;

demand any director, or Senior Management Personnel to correct any misconduct of such person if such misconduct has caused damage to the interests of the Company;

file litigation against the directors or Senior Management Personnel in accordance with the PRC Company Law; and

exercise other duties and powers specified in the PRC Company Law and the Articles of Association.

Each Supervisor shall serve for a term of [***]. At the time of expiration of his or her term, a Supervisor may be reappointed. The appointment and dismissal of Supervisors is at the sole discretion of the Party appointing them, provided that any directors and Senior Management Personnel shall not serve simultaneously as Supervisors. Supervisors shall not enjoy any remuneration from the Company as a result of their status as a Supervisor.

Supervisors may attend meetings of the Board in a non-voting capacity, and submit inquiries or suggestions regarding items in the Board meeting agenda.

If the Supervisors discover irregularities in the operations of the Company, they may conduct an investigation. When necessary, the Supervisors may engage an accounting firm or other professional bodies to assist them in their work. The reasonable expenses needed by the supervisor to safeguard the interests of the Company during the performance of his/her duties shall be borne by the Company

Unless the Parties otherwise agree, the Company shall have the right to recruit and hire employees directly from any available sources in the PRC and elsewhere. In all cases, the Company shall be free to select all its employees in accordance with its standards and requirements, and shall employ only those persons who are sufficiently qualified for employment.

Each Party shall make their best efforts to provide the Company with its support for the Company to hire qualified employees and shall second or recommend and cause its relevant Affiliates to second or recommend its qualified employees to the Company.

All matters concerning labor management of those employees directly hired by the Company, including labor union matters, the conclusion of individual labor contracts between the Company and its employees and the recruitment, compensation, dismissal, welfare benefits and labor insurance of employees shall be handled in accordance with applicable Chinese labor laws and regulations.

The Company shall sign an individual labor contract with each of its employees, except for Senior Management Personnel and other personnel dispatched by the Parties or their Affiliates pursuant to an appropriate secondment agreement. Each individual labor contract shall include the agreement reached between the Company and the employee concerning the type of work, technical ability requirements, compensation and benefits of such employee. The total amount of annual salaries and bonuses shall be determined according to the policies of the Company formulated in accordance with applicable Chinese labor laws and regulations.

The Company’s employees shall have the right to establish a labor union in accordance with Chinese labor union laws and regulations. If a labor union is organized, the Company shall comply with all applicable labor union laws and regulations, as in effect from time to time.

Taxation. The Company and each Party shall be responsible for taxes incurred by virtue of its entering into this Contract and establishment of the Company in compliance with applicable national and local laws and regulations of the PRC, agreements between the governments of the PRC and any relevant country or multilateral agreements to which the PRC is a party.

The Company shall establish a financial and accounting system (the “Financial and Accounting System”) in accordance with PRC laws and regulations, this Contract and the Articles of Association and in a manner sufficient to satisfy the China Accounting Standards for Business Enterprises and can provide financial statements and audit reports in accordance with the USA Generally Accepted Accounting Principles (“USA GAAP”) and USA Generally Accepted Audit Standards. Financial statements prepared by or for the Company shall be in Chinese and English.

The Financial and Accounting System shall be implemented after being approved by the Board. The Board by unanimous votes must consider a strong internal accounting and reporting controls, a robust Enterprise Resource Planning (“ERP”) system, and qualified personnel in its approval of the Financial and Accounting System. Changes to accounting procedures and practices shall be implemented only after being approved by one-half (1/2) the Board.

In order to meet the financial reporting requirements of the Parties, the Company shall, at the expense of the Company, prepare at a minimum on a [***] basis and in the manner required such financial information as is required by Chinese Shareholders or Ekso Bionics, including financial forecasts as may be requested by either of the Parties to support their operational reporting requirements. Such financial information must be provided to the Parties on the after each [***] on a timely manner, that should meet the information disclosure requirements applicable to Ekso Bionics Holdings, Inc., as a public company in the USA.

Books. All account books of the Company shall be made available for inspection or audit by any Party or its representatives at all reasonable times. Each Party shall have the right at any time to retain independent accountants to audit the books and records of the Company at its own expense (unless the results of any such audit are significantly different from that conducted by the Independent Auditor and are accepted by the Board, in which case the expense shall be borne by the Company). The Company shall extend full cooperation to any such accountants, and shall allow them full access to the books and records of the Company. The records of the Company shall be kept in accordance with relevant PRC laws and regulations.

Independent Auditor. The Board shall select a qualified accounting firm registered in China This accounting firm (who shall not be the auditor of any Party)is the independent auditor of the Company (the “Independent Auditor”) to conduct audits of the Company . The audit firm who meets the requisite criteria shall be appointed as the initial Independent Auditor of the Company. In the event that the Board determines that the Independent Auditor is unable to meet the requisite standards, it may replace such Independent Auditor, or retain another auditor, at Company expense, to supplement or adjust the work of the Independent Auditor or to perform specific accounting and auditing tasks.

Currency. The Company shall use Renminbi as its accounting unit. The conversion of foreign currencies into Renminbi for accounting purposes shall be calculated according to the average of the buying and selling rates quoted by the People’s Bank of China for the relevant currency on the date of the relevant transaction (except as otherwise provided herein). In principle, except for foreign currency payments prescribed in the Joint Venture Contract, the Articles of Association or other agreements signed by the Joint Venture, all payments (including but not limited to the labour costs and remuneration to personnel other than foreigners) by the Joint Venture in China shall be settled and paid by the Joint Venture in the currency of Renminbi.

Bank Accounts. The Joint Venture shall open Renminbi bank accounts and foreign currency bank accounts in accordance with the laws of the PRC. If necessary and approved by the Board, the Company may also open foreign currency bank accounts outside of the PRC in accordance with relevant PRC foreign exchange laws and regulations.

Fiscal Year. The fiscal year of the Company shall begin on January 1 (or on the Establishment Date in the case of the first fiscal year) and end on December 31 of each year (or, in the case of the final fiscal year, on the date of dissolution of the Company in accordance with the provisions of this Contract).

Reporting. The Chief Financial Officer of the Company shall present [***] management reports and [***] financial statements of the Company for the General Manager’s and the Board’s review. An annual audit of the books and statements of the Company shall be made by the Independent Auditor and provided to Ekso Bionics and Industrial Investment Fund on a timely basis provided however that should meet the information disclosure requirements applicable to Ekso Bionics Holdings, Inc., as a public company in the USA and the standardized operation requirements of the Industrial Investment Fund.

Depreciation. All fixed assets of the Company shall be depreciated over the useful life of the assets in accordance with Chinese Accounting System and relevant provisions of applicable tax laws and regulations.

Three Funds. The Company shall make allocations of after tax profits to its reserve fund, expansion fund and employee bonus and welfare fund, as determined by the Board.

The Company shall determine the amount of its after-tax distributable profit, in accordance with the Financial and Accounting System, on [***] basis.

The contributions to the three funds, as determined by the Board, shall be set aside prior to any distribution (or reinvestment) of after-tax profit.

The Board shall determine on whether to distribute profits to shareholders based on the production and operation status of the Company.

Budgets. Each Annual Business Plan shall include detailed budgets for the ensuing fiscal year, including at a minimum operational targets, a financial budget, a plan for capital investments, dispositions and borrowings, a technical support plan, forecasts of price levels, sales, expenses, earnings and distributable profits, and such other items as are required for production and business operations.

General. All foreign exchange matters of the Company shall be handled in accordance with the relevant foreign exchange laws and regulations of the PRC.

Access to Foreign Currency. Promptly after the establishment of the Company, the Company shall register with the SAFE so as to be able to open foreign exchange accounts with and to purchase foreign currency from the Designated Banks.

Insurance. The Company shall purchase and maintain various insurance from reputable insurance companies within the PRC to fully and adequately cover the Company against loss or damage by fire and such other risks as are customarily insured against.

Joint Venture Term. The Joint Venture Term shall be [***] commencing on the Establishment Date and ending on the [***] anniversary of such date unless extended pursuant to Article 14.2 or terminated earlier in accordance with Article XV.

Extension. Prior to the expiration of the Joint Venture Term, or any extension thereof, the Parties shall discuss in good faith about the further development of the Company. The Parties may agree to extend such term. Negotiations for such extension shall begin at least [***] prior to the expiration of the Joint Venture Term or the extension thereof. If such negotiations conclude successfully, the Parties shall [***].

Termination. This Contract shall terminate when through the application of Article 5.7 (b) one of the Parties becomes the beneficial owner of all of the Equity Interest in the registered capital of the Company. In addition, one Party may give a written notice of termination (“Termination Notice”) to the other Party (the Chinese Shareholders shall be treated as one Party under this Article 15) at any time upon the occurrence of any of the following events:

the other Party materially breaches this Contract and fails to remedy [***] of receipt of notice thereof any material breach or non-performance of its obligations under this Contract;

upon a transfer by the other Party arbitrarily of its Equity Interest in the Company in violation of the transfer provisions and restrictions set forth in Article 5.7;

the other Party becomes bankrupt, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on business or becomes unable to pay its debts as they come due;

the Company suffers material losses (for the purpose of this clause, “material loss” means accumulated losses amounting to more than the registered capital of the Company);

all or any material portion of the assets of the Company, [***] are taken from the Company by any government authority for whatever reason;

any Governmental Authority requires any provision of this Contract or the Articles of Association, the Related Agreements or the Company’s Business License to be revised in such a way as to cause significant adverse consequences to the Company or any Party, or any change to or new provision of PRC law that materially adversely impacts the economic interests of one of the Parties set forth in Article 16.2(b) has occurred, and the Parties cannot agree upon amendments to maintain the affected Party’s economic benefits;

the conditions or consequences of any Event of Force Majeure significantly interfere with the normal functioning of the Company for a period in excess of [***] and the Parties have been unable to find an equitable solution pursuant to Article 18.1 hereof;

any approval, permit, license, certificate or right materially affecting the Company’s ability to conduct full scope of activities contemplated in Article 4.2 is rescinded, amended in a materially adverse manner, or is not renewed upon expiration, and such situation cannot be rectified to the mutual satisfaction of the Parties within [***] thereof; and

如合同一方根据本合同第15.1条发出终止通知༌[***]合同各方应[***]。

In the event that one Party gives a Termination Notice pursuant to Article 15.1 hereof, the Parties shall, [***].

Effect of Termination. In the event that (a) the Parties mutually agree to terminate this Contract, (b) this Contract is terminated pursuant to Article 15.1 hereof, or (c) the Joint Venture Term expires or is not extended pursuant to Article 14.2 hereof, the Company shall be dissolved after the approval of the Board.

In the event that the Company must be liquidated, within [***] after the dissolution of the Company is approved by the Board, the Parties shall set up a liquidation committee (the “Liquidation Committee”) with the power to represent the Company in all legal matters. The Liquidation Committee shall value and liquidate the Company’s assets in accordance with the applicable PRC laws and regulations and the principles set out herein.

The Liquidation Committee shall be composed of the Parties and each Party shall appoint a representative to carry out its rights and obligation in the Liquidation Committee. The representatives of the members of the Liquidation Committee may, but need not be, the directors of the Company. Professional advisers, including accountants and lawyers qualified either in the PRC or abroad, may be appointed to be representatives of the members of or to assist the Liquidation Committee. The Liquidation Committee shall make decisions with unanimous votes of all the members (representatives of each Party).

The Liquidation Committee shall conduct a thorough examination of the Company’s assets and liabilities, on the basis of which it shall, in accordance with the relevant provisions of this Contract, develop a liquidation plan that, if approved by the Board, shall be executed by the Liquidation Committee. The liquidation plan shall provide that the Parties will have a priority right, assuming equal price and other terms, over third parties to purchase any of the Company’s machinery, equipment and other facilities, and further that Ekso Bionics shall have a priority right to purchase the technologies originally contributed by it, and intellectual property rights which are derived or developed from the Technology License Agreement.

In developing and executing the liquidation plan, the Liquidation Committee shall use every effort to obtain the highest possible price in RMB for the Company’s assets.

The Confidential Information made available to the Company under the Technology License Agreement shall not be deemed an asset of the Company for purposes of liquidation proceedings, and may not be transferred but shall be either returned or destroyed as provided for in the Technology License Agreement.

The liquidation expenses, including remuneration of members and advisors to the Liquidation Committee, shall be paid out of the Company’s assets in priority over the claims of other creditors.

After the liquidation of the Company’s assets and the settlement of all of its outstanding debts, as long as the Company is solvent, the Company distributes its assets in the following way: [***]; and (iii) if after item (ii) there is surplus of liquidated assets, then such assets shall be distributed to all the Parties in proportion to their then respective percentage of the registered capital of the Company. [***]

On completion of all liquidation procedures, the Liquidation Committee shall prepare a final report for the Board to approve, submit the approved report to MOFCOM (if required), surrender the Company’s Business License to the original registration authority and complete all other formalities for closing the Company’s accounting books and other documents at its own expenses.

With respect to the Renminbi portion of the balance to be distributed to Ekso Bionics under paragraph (g) above, the Liquidation Committee shall assist Ekso Bionics in obtaining approval from the relevant Government Authorities of the PRC, and purchasing US dollars by Renminbi at the most favourable prices through Designated Banks in the PRC or through other means permitted under PRC law, and assist Ekso Bionics in remitting such money out of China.

Further Obligations. The Parties hereby agree to cause their appointed directors to act in such manner as to give effect to the provisions of this Article XV.

During the Joint Venture Term, without the prior written consent of Ekso Bionics, Youchuang shall not, and shall cause the Company not to, directly or indirectly (through any Affiliate or otherwise),:

develop, operate, manufacture, control, distribute or invest in any business, products or technologies competing with Ekso Bionics other than the business of the Company within [***];

advise or assist in any way, whether or not for consideration, any competitor in any aspect of the business of Ekso Bionics, including advertising or otherwise endorsing the products or services of any such competitor, soliciting customers or otherwise serving as an intermediary for any such competitor or loaning money or rendering any other form of financial assistance to any such competitor;

solicit, hire, induce or otherwise offer employment or engagement as an independent contractor to, or engage in discussions regarding employment or engagement as an independent contractor with, any person who is or was an employee, commissioned salesperson or consultant of, or who performed similar services for, Ekso Bionics, or assist any third party with respect to any of the foregoing, unless such person has been separated from his or her employment or other relationship with Ekso Bionics and each of their respective Affiliates for a period of [***]; or

engage in any practice the purpose or effect of which is to evade the provisions of this covenant not to compete.

本合同终止或期满后[***]内༌未经爱科索事先书面同意༌优创不得开发、经营、制造、控制、分销或投资与爱科索具有竞争性的任何业务、产品或技术。

For [***] after the termination or expiration of this Contract, without the prior written consent of Ekso Bionics, Youchuang shall not develop, operate, manufacture, control, distribute or invest in any business, products or technologies competing with Ekso Bionics.

尽管有上述规定༌合资公司[***]; 或自行组织和雇用内部人员在合同区域内销售现有产品和开发产品。若本公司不收购[***]将保留在当地区域运营的权利。

Notwithstanding the foregoing, after the Company [***], or organize and hire its own personnel to sell current products and developed products in the territory. If the company does not acquire [***], then [***]will be able to continue to operate in the local area.)

在本公司获得在合同区域内供应爱科索产品的必要资格并完成必要登记和许可程序之前༌ 鉴于上述选项༌爱科索将有权在[***]内销售现有产品。

Prior to the time when the Company has the necessary qualifications, registrations and licenses to supply Ekso products in the Territory and to consider the above options, Ekso Asia will be entitled to sell the Current Products [***].

During the Joint Venture Term, Industrial Investment Fund shall not:

develop, operate, manufacture, control, distribute or invest in any business, products or technologies competing with the Current Products other than the business of the Company within the Territory;

advise or assist in any way, whether or not for consideration, any competitor in any aspect of the business of Ekso Bionics, including advertising or otherwise endorsing the products or services of any such competitor, soliciting customers or otherwise serving as an intermediary for any such competitor or loaning money or rendering any other form of financial assistance to any such competitor;

solicit, hire, induce or otherwise offer employment or engagement as an independent contractor to, or engage in discussions regarding employment or engagement as an independent contractor with, any person who is or was an employee, commissioned salesperson or consultant of, or who performed similar services for, Ekso Bionics, or assist any third party with respect to any of the foregoing, unless such person has been separated from his or her employment or other relationship with Ekso Bionics and each of their respective Affiliates for a period of [***]; or

engage in any practice the purpose or effect of which is to evade the provisions of this covenant not to compete.

本合同终止或期满后[***]内༌未经爱科索事先书面同意༌产业投资基金不得开发经营、制造、控制、分销或投资与爱科索具有竞争性的任何业务、产品或技术。

For [***] after the termination or expiration of this Contract, without the prior written consent of Ekso Bionics, Industrial Investment Fund shall not develop, operate, manufacture, control, distribute or invest in any business, products or technologies competing with Ekso Bionics.

产业投资基金指定或委派参与公司决策、调研、审计或其他任何活动或行为的人员不得接触公司核心技术资料༈包括但不限于产品设计图纸、技术参数、技术专利、软件原代码、制造工艺参数等༉、重要研发成果、关键的供应商及客户资源༌同时上述人员必须与公司签订保密协议。产业投资基金在任何情况下均不得向竞争企业或第三方披露、共享或转让本公司或爱科索的任何机密信息或作出任何有损或违反本公司利益的举动。

The personnel designated or appointed by Industrial Investment Fund who are involved in the decision-making, researching, auditing or any other activities or actions of the Company shall not have access to any core technologies of the Company, including but without limitation design drawings, technology parameters, patents, software source codes, parameters of manufacturing processes, any important research and development achievement, key suppliers and clients resource, and such personnel shall enter into a confidentiality agreement with the Company. The Industrial Investment Fund shall in no event disclose, share or transfer any Confidential Information of the Company or Ekso Bionics to the competing business or third parties, or do anything harmful or against the interest of the Company.

Change in Chinese Law. If, after the date this Contract is signed, any national or local Government Authorities of the PRC makes any change to any provision of any PRC national or local law, regulation, decree or provision, including amendment, supplementation or repeal of an existing law, regulation, decree or provision, or introduction of a different interpretation or method of implementation of an existing law, regulation, decree or provision (for the purpose of this Article 16.3, collectively, a “change”), or promulgates a new law, regulation, decree or provision (for the purpose of this Article 16.3, collectively, a “new provision”):

If the change or new provision is more favorable to the Company or either of the Parties than the relevant laws, regulations, decrees or provisions in effect on the date this Contract was signed (and the other Parties is not materially and adversely affected thereby), the Company and the Party concerned shall promptly apply to receive the benefits of such change or new provision. The Company and the Parties shall use their best efforts to cause such application to be approved.

If, because of such change or new provision, any Party’s economic benefits under this Contract are materially and adversely affected, directly or indirectly, then, upon notice by the affected Party to the other Parties, the Parties shall consult promptly and make all such amendments to this Contract as are required to maintain the affected Party’s economic benefits hereunder.

If the amendments provided for in paragraph (b) above cannot be agreed upon within [***] of the commencement of the consultation referred to in paragraph (b) above, and if such change or new provision is inconsistent with international practice, then such Party whose economic benefits under this Contract are materially and adversely affected may unilaterally terminate this Contract pursuant to Article 15.1.

Breach of Contract. If a Party (to avoid any doubt, Youchuang and the Industrial Investment Fund are separate Parties) breaches any representation, warranty, obligation under this Contract and fails to correct such breach within [***] from receipt of notice thereof from the other Party or Parties, the breaching Party shall indemnify the other Parties for any losses caused by such breach. All Parties further agree that if any Party delays the capital contribution, has defective capital contribution, inadequate contribution or withdraws contribution arbitrarily, the performing Party shall be entitled to request the breaching Party to pay interest to the Company at the rate of [***] of the delayed contribution. If any Party’s delay above mentioned circumstances in capital contribution results in the termination of the Company, the performing Party shall be entitled to [***].

No Consequential Damages. In no event shall any Party be liable to the others for loss of profit or revenues, cost of capital or claims by the Company’s customers for any of the same, or for any special, consequential, incidental or indirect damages.

When the obligations of a Party under this Contract cannot be performed in full or in part because of an event that is unforeseeable and the occurrence and consequences of which cannot be prevented or avoided, including earthquake, typhoon, flood, fire and other serious natural disasters, war, insurrection and similar military actions, civil unrest and strikes, slowdowns and other labor actions, acts of or failures to act by governments (an “Event of Force Majeure”), the liability of the Party that encounters such Event of Force Majeure (the “Hindered Party”) shall be released in full or in part in light of the impact of the event upon the performance of this Contact, if all of the following conditions are met:

The Event of Force Majeure was the direct cause of the stoppage, impediment or delay encountered by the Hindered Party in performing its obligations under this Contract;

The Hindered Party used its reasonable best efforts to perform its obligations under this Contract and to reduce the losses to the other Parties or to the Company arising from the Event of Force Majeure; and

At the time of the occurrence of the Event of Force Majeure, the Hindered Party immediately informed the other Parties, providing written information on such event within [***] of its occurrence, including a statement of the reasons for the delay in implementing or partial implementation of this Contract.

If an Event of Force Majeure shall occur, the Parties shall consult and decide whether this Contract should be amended in light of the impact of the event upon the implementation hereof, and whether the Hindered Party’s obligations hereunder should be partially or fully released, reduced or delayed.

Governing Law. The formation, validity, interpretation, execution, amendment and termination of and settlement of disputes under this Contract shall all be governed by the published laws and regulations of the PRC. When the published laws and regulations of the PRC do not cover a certain matter, international practices shall apply.

Any dispute, controversy or claim arising out of or relating to the execution and performance of this Contract shall be resolved by friendly consultation between the Parties. Such consultation shall begin immediately after one Party has delivered to the other Parties a written request for such consultation. If within [***] following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of any Party with written notice to the other Parties.

The arbitration shall be conducted in Hong Kong by the then effective Rules of Conciliation and Arbitration of the International Chamber of Commerce (“ICC”).

The arbitration proceedings shall be conducted in English and Chinese. If a translator is required during the arbitration proceedings, the Parties shall appoint an independent person to be entrusted by ICC as the official translator in accordance with the arbitration rules. The arbitration tribunal shall apply the ICC Rules of Conciliation and Arbitration in effect on the date when the dispute is submitted to the ICC; provided, however, that if such rules are in conflict with the provisions of this Article 20.1, including the provisions concerning the appointment of arbitrators, the provisions of this Article 20.1 shall prevail.

The award of the arbitration tribunal shall be final and binding upon the Parties, and any Party may apply to a court of competent jurisdiction for enforcement of such award. [***]

Without prejudice to any Party’s right to seek emergency or interim relief in any arbitral proceeding initiated in accordance with the above-rules of arbitration, any Party may apply to a court of competent jurisdiction for interim or emergency relief, including conservatory measures of protection or a preliminary injunction.

Other Matters Unaffected. During the period when a dispute is being resolved, except for the matter being disputed, the Parties shall in all other respects continue their implementation of this Contract.

Effectiveness. The Contract shall come into legal effect upon signing by the Parties.

If there is any discrepancy between this Contract and the Articles of Association of the Company, this Contract shall prevail.

Language. This Contract is written in Chinese and English in [six (6)] copies in each language. The two language texts shall have equal validity and legal effect. Each Party acknowledges that it has reviewed both language texts of this Contract and that they are substantially the same in all material respects.

在履行本合同项下活动时༌合同各方同意遵守适用法律༌包括中国和美国法律。为此༌合同各方承认1977年《美国反海外腐败法》修订版༌禁止美国公司向外国政府任何官员直接或间接支付或提供任何有价值物品༈该法律涵盖美国公司是外国公司少数股东的情形༉༌以影响其作为公职身份所做行为或决定༌或诱使其利用其在外国政府的影响力༌协助公司为任何人或与任何人获取或保留业务༌或向任何人介绍业务。因此༌本合同各方同意不会向任何人༈无论政府官员或是私营个体༉支付、承诺支付或授权支付任何有价值的物品༌用于非法或不正当诱导任何政府官员、政党或政党官员、或政治职位候选人༌以便通过非法或不正当手段协助公司经营、获取或保留业务。合同各方进一步同意采取一切合理措施确保其与公司运营相关的任何代理人或代表༌遵守适用本合同活动和义务的所有法律༌包括但不限于上述应对不当款项的法律和义务。

In the performance of activities under this Contract, the Parties agree to comply with applicable laws, including those of the PRC and the USA, In this connection the Parties recognize that the United States Foreign Corrupt Practices Act of 1977 as amended, prohibits the payment or giving of anything of value either directly or indirectly by a US company (which law encompasses situations where the US company is the holder of a minority interest in a foreign company) to any official of a foreign government for the purposes of influencing an act or decision in his or her official capacity or inducing him or her to use their influence with the foreign government to assist a company in obtaining or retaining business for or with or directing business to, any person. Accordingly, each Party hereto agrees that it will not pay, promise to pay, or authorize the payment of anything of value, directly or indirectly, to any person (whether governmental official or private individual) for the purpose of illegally or improperly inducing any governmental official or any political party or official thereof or any candidate for political office to illegally or improperly assist in the operation of the Company in obtaining or retaining business, or to take any other action favorable to any Party. Each Party further agrees that it will take all reasonable steps to ensure that any of its agents or representatives associated with the operation of the Company shall comply with all laws which apply to the activities and obligations under this Agreement, including, but not limited to, those laws and obligations dealing with improper payments as described above.

Amendments. Amendments to this Contract must be made by a written agreement signed by each of the Parties in both Chinese and English languages, each of which shall have equal validity and legal effect, and shall become effective upon the execution by duly authorized representatives of the Parties. The Parties may discuss to involve a third party to this Contract. If the Parties agree to involve such a third party, this Contract shall be updated to include such third party as an investor and reflect other terms and conditions agreed among the Parties and such third party.

Survival. The agreements of the Parties contained in Article VI, XVII, Article XIX and XX shall continue to survive after the expiration or termination of this Contract and the dissolution of the Company.

Notices. Notices or other communications required to be given by any Party or the Company pursuant to this Contract shall be written in English or Chinese and sent in letter form, facsimile or email to the address of the other Parties set forth below or to such other address as may from time to time be designated by the other Parties through notification to such Party, and to the Company at its legal address as in effect from time to time. Unless prescribed otherwise in this Contract, the dates on which notices shall be deemed to have been effectively given shall be determined as follows:

Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;

Notices given in letter form shall be deemed effectively given on the seventh day after the date mailed (as indicated by the postmark) by registered airmail, postage prepaid, or the third day after delivery to an internationally recognized courier service; and

Notices given by facsimile shall be deemed effectively given on the first business day following the date of transmission, as indicated on the document in question.

Notices given by emails shall be deemed effectively given on the first business day following the date of transmission, as indicated on the email system of the sender.

Notices given by telephone shall be deemed effectively given on the date on which such telephone is effectively connected and answered (this method is only applicable to deliver Board meeting notice, as one of three methods to inform the directors).

Entire Agreement. This Contract constitutes the complete and only agreement among the Parties on the subject matter of this Contract and replaces all previous oral or written agreements, contracts, understandings and communications of the Parties in respect of the subject matter of this Contract.

No Implied Waivers. A Party that in a particular situation waives its rights in respect of a breach of contract by the other Parties shall not be deemed to have waived its rights against the other Parties for a similar breach of contract in other situations.

Severance. If any provision of this Contract or part thereof is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each Party hereby agrees that it will not allege the illegality or unenforceability of any provision of this Contract.

No Assignment. This Contract shall be binding upon and shall be enforceable by each Party hereto and its respective successors and assigns. Except as otherwise permitted by

the terms of this Contract, no Party may assign any of its rights or obligations hereunder to any person without the prior written approval of the other Parties.

Conflict or Inconsistency. The rights and obligations of the Parties established by and under this Contract shall continue to exist throughout the Operation Term and shall not be prejudiced by the adoption of the Articles of Association. In the event of any conflict or inconsistency between this Contract and the Articles of Association, this Contract shall prevail.

本合同由合同各方授权代表在文首所载年份和日期签署。

This Contract is executed by the authorized representatives of the Parties, on the date and year first indicated above.

职务༚

签署和背书人༚