1

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with

Regulation S-K Item 601(b)(2) because it is both (i) immaterial and (ii) treated by the Company

as private and confidential. The Registrant agrees to furnish supplementally a copy of all omitted

exhibits and schedules to the SEC upon request.

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of this

19th day of January, 2025 (the “Effective Date”) by and between QT Imaging Holdings, Inc.

(“QTIH”), a corporation incorporated under the laws of the State of Delaware, USA, the parent

company, and publicly listed and trading under the ticker symbol “QTIH, with its principal place

of business located at Three Hamilton Landing, Suite 160, Novato, CA 94949 and Al Naghi

Medical Co. (“NMC”), a corporation organized and existing under the laws of United Arab

Emirates having its principal place of business at BB07, 7 Al Asayel St, Business Bay, Bay

Square, Dubai, UAE (each individually, the “Party” and together, the “Parties”).

WHEREAS, QTIH develops, manufactures, markets and sells QT Breast Acoustic CT

Scanners (“Approved Product”) and associated products and services directly and indirectly to

end customers; and

WHEREAS, NMC is a UAE entity that intends to promote, market, and sell Approved

Product and other products to end-user clients, including government entities, (collectively,

“Clients”) located in UAE (the “Territory”).

NOW, THEREFORE, in consideration of the premises and of the mutual promises and

covenants hereinafter set forth, the parties hereto agree as follows:

1.TERM

1.1Term.  This Agreement shall remain in effect for three (3) years from the

Effective Date (the “Initial Term”), unless earlier terminated by a Party as set forth below or

extended by the Parties in writing.  At the end of the Initial Term, if NMC has met the Minimum

Purchase Requirements (as defined in Section 2.3 (NMC Minimum Purchase Requirements)

below), this Agreement shall automatically be extended for an additional one (1)-year term. If

NMC has not met the Minimum Purchase Requirements, the Parties agree to enter into good

faith negotiations to renew the Agreement during the final year of the Initial Term, with such

negotiations to be completed no later than three (3) months prior to the end of the Initial Term. 

If the Parties agree to renew this Agreement as provided in this Section 1.1, then this Agreement

shall remain in effect for the Renewal Term (defined as follows), unless earlier terminated by a

Party as set forth below. The “Renewal Term” is defined as either the automatic one (1)-year

extension or the renewal term agreed to by the Parties in writing, and collectively with the Initial

Term is referred to as the “Term”.  Neither Party has an obligation to renew this Agreement if

NMC fails to meet the Minimum Purchase Requirements, and if the Parties do not agree to renew

this Agreement prior to the end of the Initial Term, this Agreement will terminate at the end of

the Initial Term.

2.GRANT OF RIGHTS

2.1Appointment in the Territory.  Subject to the terms and conditions set forth in this

Agreement and NMC’s fulfillment of all of its obligations under this Agreement, QTIH hereby

authorizes NMC and grants NMC the exclusive right (as set forth in Section 2.5 (Exclusivity)) to

market, advertise and sell the Approved Products solely within the Territory during the Term to

Clients. 

2.2Professional Services and Training.  QTIH agrees to provide NMC with certain

training and professional services during the Term, the pricing and details of which shall be as

set forth in Exhibit C hereto. 

2.3NMC Minimum Purchase Requirements.  NMC agrees to meet or exceed the

purchase requirements and/or revenue goals for the Approved Products as specified in Exhibit A

hereto (the “Minimum Purchase Requirements”) during the Term. In the event NMC fails to

meet Minimum Purchase Requirements in any year during the Term of this Agreement, QTIH

may, at its sole option, (a) terminate NMC’s exclusive distributorship rights for the sale and

promotion of the Approved Products granted under this Agreement and appoint other distributors

for the Approved Products in the Territory, or (b) terminate this Agreement. Should QTIH elect

to so terminate NMC’s exclusive distributorship in the Territory, QTIH may continue to sell the

Approved Products to NMC for NMC to distribute on a non-exclusive basis in the Territory in

accordance with the terms and conditions of this Agreement, and NMC’s ongoing obligations

with regard to its Minimum Purchase Requirements for the Approved Products shall terminate.

Should QTIH be unable to furnish NMC with sufficient quantities of the Approved Products, as

may be requested by NMC in its Release Orders submitted to QTIH in accordance with the terms

of this Agreement, then NMC’s Minimum Purchase Requirement shall be reduced by the

quantity of Approved Products that QTIH is unable to deliver as requested.

2.4Sourcing, Customer Support and Services.  The Parties agree that NMC shall be

responsible for sourcing new, potential and prospective Clients and projects for the Approved

Products in the Territory (“NMC-Sourced Clients”) and for managing any Clients and projects

previously sourced by QTIH for the Approved Products in the Territory prior to the Effective

Date, which are identified in Exhibit D (“QTIH-Sourced Clients”). NMC shall manage and

provide all customer support and services for the Approved Products for the Territory consistent

with the quality and service levels as reasonably determined by QTIH and agreed to by NMC.

2.5Exclusivity.  Subject to NMC satisfying the Minimum Purchase Requirements,

NMC will have exclusivity in the Territory and QTIH will not engage in any marketing activities

in the Territory except through NMC.  QTIH will refer to NMC all inquiries it receives for the

purchase of Approved Products in the Territory.

2.6QTIH Marks.  NMC agrees to market the Approved Products using only QTIH’s

trademarks, service marks, logos, trade names and other branding features listed on Exhibit B

(QTIH Marks) hereto (the “QTIH Marks”) as set forth in this Section.  Subject to the terms and

conditions of this Agreement, QTIH hereby grants to NMC a non-exclusive, non-transferable,

royalty-free, limited license to use the QTIH Marks solely in connection with activities

authorized by this Agreement in the Territory during the Term.  NMC understands and agrees

that in NMC’s marketing and advertising of Approved Products, NMC will prominently use and

display the QTIH Marks in the manner specified by QTIH in writing.  NMC will only use the

QTIH Marks in the form and manner as communicated by QTIH and in accordance with any

written trademark usage guidelines provided by QTIH from time to time, the current version in

effect as of the Effective Date is found at Exhibit B.  NMC will not, for any reason, alter, deface

or remove any QTIH Marks, patent numbers, notices, information or legends on Approved

Products without the prior written consent of QTIH.  NMC hereby acknowledges the validity of

QTIH’s title to all QTIH Marks used in connection with the packaging, labeling or marketing of

Approved Products.  Except as expressly provided in this Section 2.6, the use by NMC of the

QTIH Marks in connection with this Agreement shall not create any other right, title or interest,

in or to the QTIH Marks in favor of NMC and all goodwill associated with the use of the QTIH

Marks shall inure to the benefit of QTIH.  NMC shall not register, seek to register or contest the

validity of the QTIH Marks in any jurisdiction and shall not itself use any name, mark or

designation that is confusingly similar to any of the QTIH Marks except as authorized in writing

by QTIH.  NMC agrees to use best efforts to protect QTIH’s proprietary rights and to cooperate

in QTIH’s efforts to protect its proprietary rights. NMC agrees to promptly notify QTIH of any

known or suspected violation, infringement or misappropriation of QTIH’s proprietary rights

which come to NMC’s attention.

2.7Government Approvals.  NMC shall secure all required government approvals,

permits, licenses, customs clearances, and authorizations required for the Approved Products to

be shipped to, and used in, the Territory and for NMC to perform its duties as set forth in this

Agreement.  In connection with this obligation of NMC, it shall be NMC is assigned as QTIH’s

Authorized Representative before the Emirates Drug Establishment (EDE) NMC shall utilize all

of its resources to provide support and guidance to QTIH in obtaining and maintaining the

necessary licenses for placing QTIH's medical devices in the UAE market.  QTIH shall be

responsible for bearing all reasonable and appropriate registration costs.  For the avoidance of

doubt, this Section 2.7 shall take precedence over any other clause in this Agreement that is

inconsistent with or contradicts its provisions.

3.SUPPLY OF APPROVED PRODUCTS

3.1Supply of Approved Products by QTIH. During the Term, NMC may purchase

any Approved Product from QTIH pursuant to the terms hereof.

3.1.1At any time during the Term, NMC may submit to QTIH a blanket

purchase order with a Client’s complete requirements for Approved Products in connection with

the Client’s project (“Blanket Purchase Order”) for review and acceptance by QTIH in writing. 

Thereafter, over the course of the Client’s project NMC may submit to QTIH one or more release

orders for Approved Products to meet the Client’s requirements under the applicable Blanket

Purchase Order (each, a “Release Order”).  If QTIH determines that it reasonably anticipates

being able to meet such Client’s requirements, any Release Order that NMC submits for such

Client’s project shall be deemed approved so long as such Release Order meets the Lead Time

requirements set forth in Section 3.1.3 hereto, conforms to and references this Agreement and

includes ordering information such as product identifiers, quantity, unit price, Blanket Purchase

Order number, requested delivery dates, complete delivery location addresses, complete ship-to

contact information and any applicable shipping or packaging instructions. No Release Orders

may provide for a delivery date that is less than the then-current Lead Time (as defined in

Section 3.1.3 below). Any Release Order submitted that meets the requirements of this Section

are deemed accepted unless rejected by QTIH within five (5) Business Days after submission.

For purposes of this Agreement, “Business Day” means any day except Saturday, [Sunday,] or

any other day on which commercial banks located in UAE are authorized or required by law to

be closed for business.

3.1.2Any terms and conditions contained in NMC’s Blanket Purchase Order or

Release Order that are inconsistent with or in addition to the terms and conditions of this

Agreement are hereby rejected by QTIH and will be null and of no effect, unless QTIH expressly

agrees to such terms in writing.  QTIH is not responsible for any errors or omissions in NMC’s

Blanket Purchase Order or Release Order.

3.1.3Upon receipt of each Blanket Purchase Order, QTIH will provide in

writing the minimum number of days after QTIH accepts a Release Order before QTIH will ship

the Approved Products (“Lead Time”).  That Lead Time will be applicable to each Release Order

that NMC submits under the applicable Blanket Purchase Order during the Term.

3.1.4QTIH will deliver the Approved Products to NMC’s destination(s)

designated in the applicable Release Order. QTIH may make partial shipments, to be separately

invoiced and paid for when due and NMC may not reject partial shipments.  Any delay in

delivery of any installment of Approved Products will not relieve NMC of its obligation to

accept the remaining deliveries. NMC will be solely responsible for all shipping, packaging,

duties, fees, brokerage, insurance and customs clearance and export documentation, as

applicable, and for payment of all costs and charges related thereto, except that QTIH will

arrange the initial packaging and shipping. Under all circumstances, QTIH will bear all risk of

loss or damage to the Approved Products, and will retain title to the Approved Products, until the

Approved Products are shipped from QTIH’s location in Novato, California, as per shipment

terms in Exhibit A.  NMC will bear all risks of loss or damage to the Approved Products once

the Approved Products are delivered to NMC’s destination(s) as set forth above. Any shortages

in Approved Products must be noted on delivery receipt and reported to QTIH in writing within

forty-eight (48) hours of receipt of the Approved Products.  NMC must not accept delivery of

Approved Products damaged in transit and must notify the carrier and QTIH of such damages in

writing immediately.

3.1.5Both Parties shall make every commercially reasonable effort to fulfill

their commitment and responsibilities agreed upon under this Agreement, and NMC shall

structure its customer contracts with sufficient lead time to ensure that there will not be a penalty

if there is a Delay Event as a result of the delivery time from QTIH.  If QTIH is unable to meet

the delivery schedule in a Release Order as a result of a Delay Event (defined below), the

applicable delivery date shall be extended, provided that the period of extension shall not be less

than the duration of the Delay Event.  Furthermore, to the extent that the Delay Event is under

part (a) of the below definition of Delay Event, in addition to any extension of the delivery date,

the prices for the Approved Products shall be increased to include all costs QTIH incurs as a

result of such failure by NMC.  For purposes of this Agreement, “Delay Event” means any of the

following: (a) any failure by NMC to comply with NMC’s obligations under this Agreement; or

(b) any event beyond the reasonable control of QTIH including the following: (i) labor disputes,

strikes, lock-outs; (ii) fire or explosion; (iii) unusual delay by common carriers or unavoidable

casualties; (iv) acts of God, including extreme wind, ice, snow, lightning or other storms,

earthquake, flood, tornado, hurricane, landslide and washout; (v) local, regional or national

emergencies; and (vi) civil disobedience or disturbances, war, acts of sabotage, blockade,

insurrection, terrorism, riot, revolution or epidemics.

3.2Product Specifications.  Once the Approved Products are delivered to NMC’s

destination(s) as set forth above, NMC shall be responsible for delivering the Approved Products

to the applicable Client and/or project location and NMC shall store the Approved Products in

the Territory and on the Client’s and/or project’s site in accordance with the product and site

protection specifications and protocol document that QTIH provides to NMC from time to time

(collectively, the “Specifications”).  QTIH will not be liable for Approved Products that NMC

fails to store in accordance with the Specifications.  Notwithstanding the foregoing, upon

reasonable prior written notice, QTIH may at any time, in its sole discretion, change, modify or

otherwise amend the Approved Products or the Specifications.

3.3Last Buy Opportunity.  If QTIH seeks to discontinue any models of the Approved

Products, QTIH will give written notice to NMC no less than six (6) months in advance of the

last date when NMC may order such proposed discontinued models of the Approved Products.

After receipt of such discontinuation notice, NMC may (a) continue to place Blanket Purchase

Orders for the remaining six (6) month period; and (b) at the end of such six(6)-month period,

make a final purchase of the discontinued models of the Approved Products by submitting one

last Blanket Purchase Order as NMC deems necessary for its future requirements, with scheduled

deliveries pursuant to Release Orders issued over the next [six (6)] month period.

4.PAYMENT AND PRICING

4.1Invoices and Payments.

4.1.1All quotations, estimates, invoices and payments for Approved Products

that NMC purchases from QTIH shall be in United States Dollars (USD).  Except as NMC and

QTIH may otherwise mutually agree in writing, provided that NMC maintains a credit limit with

QTIH that has been approved in writing by QTIH, NMC shall pay QTIH fifty percent (50%) of

the total price of the Release Order upon order placement and fifty percent (50%) within 45 days

from the date of shipping of the Approved Products to NMC’s designated location(s), or in any

of the agreed upon payment terms.  For certain orders as agreed upon by the Parties, NMC shall

deliver an irrevocable letter of credit to QTIH to secure payment, with such irrevocable letter of

credit for any particular order to be based upon the size of the order.  NMC shall make all

payments by electronic wire to QTIH’s designated bank.

4.1.2NMC will provide QTIH with all reasonably requested documentation to

support the Blanket Purchase Orders and Release Orders NMC issues for a Client’s project,

including without limitation NMC’s sales volumes performed and indication of the relevant

Clients and projects supplied, full information concerning new and existing Clients, as well as

any other information which QTIH may reasonably request from time to time in order to enable

QTIH to timely monitor and understand the performance of NMC’s activities contemplated by

this Agreement, provided, however, that this shall not include financial data or information

related to the sales price to NMC’s Clients. 

4.1.3NMC will pay all sales, use and other taxes due on sales of Approved

Products in UAE. NMC is not responsible for any taxes outside UAE.  QTIH will be responsible

for all taxes based on its net income. 

4.1.4Where permitted by law, QTIH retains a security interest in Approved

Products sold until QTIH receives full payment. QTIH may, at NMC’s expense, retake

possession of the Approved Products for which NMC has not timely paid QTIH. For that

purpose,. With respect to Approved Products for which NMC has not paid QTIH, NMC shall

keep such Approved Products stored in such a manner which enables them to be identified as the

Approved Products subject to such security interest and, wherever required by QTIH, identify the

Approved Products to QTIH. 

4.2Price.  During the Initial Term, QTIH shall provide NMC with applicable

“Approved Product Discounts” on the Approved Products for Clients at the specified percentages

off the then current list prices for the Approved Products as set forth on Exhibit A hereto,

provided that NMC meets the Minimum Purchase Requirements.  NMC will have the right to set

the pricing it charges Clients for the Approved Products in the Territory, at its sole discretion. 

5.RECALL

5.1QTIH may, in its sole discretion, recall any Approved Product.  If QTIH elects to

do so, it will notify NMC and NMC must comply with all directions of QTIH in connection with

the recall. 

5.2If NMC becomes aware of facts that indicate that any Approved Product should

be recalled or withdrawn from distribution and sale, or that any Approved Product is otherwise

defective and has entered the stream of commerce, NMC shall give QTIH notice within 24 hours

by telephone and by facsimile, email, or other written notice thereof regarding the recommended

recall or withdrawal.  Any determination by NMC regarding a recommended recall or market

withdrawal, as well as any related corrective action, will be subject to QTIH’s prior review and

agreement. 

5.3In the event that any governmental authority or agency requests a recall, market

withdrawal, or takes similar action in connection with an Approved Product, the Party notified of

such recall must, within 24 hours, advise the other Party by telephone and by facsimile, email, or

other written notice thereof regarding the governmental action.  Both Parties shall comply with

the MOHAP requirement

5.4The Parties will agree in good faith on an appropriate course of action. 

5.5In the event of corrective action taken by either Party in accordance with the

terms of this provision, including but not limited to a voluntary or mandatory recall or any other

Approved Product withdrawal, the other Party agrees to cooperate and to take all steps as are

reasonably requested to fully and timely implement reasonable and appropriate corrective

actions. 

5.6The Parties shall use their best efforts to agree on the manner, text and timing of

any publicity to be given to any corrective action.  In such an event, the Parties agree to use

commercially reasonable efforts, under the circumstances and subject to applicable laws and

regulations, to minimize the costs of any corrective action taken. 

5.7Except to the extent that the recall or market withdrawal is caused solely by any

grossly negligent act or omission or willful misconduct of NMC or not complying with NMC’s

representations and warranties contained herein, QTIH will bear the expense of any recall or

market withdrawal and will reimburse NMC’s reasonable expenses incurred by NMC directly as

a result of implementing it.

5.8To the extent the recall or market withdrawal is caused solely by any grossly

negligent act or omission or willful misconduct of NMC or not complying with NMC’s

representations and warranties contained herein, NMC will bear the expense of such recall or

market withdrawal.

6.REPRESENTATIONS AND WARRANTIES; DISCLAIMER; LIMITATION OF

LIABILITY

6.1QTIH Limited Warranty.  Solely for Approved Products that NMC purchases

from QTIH under this Agreement, QTIH warrants to NMC that such Approved Products will be

free from defects in materials and workmanship, and perform to QTIH’s written specifications

for the warranted product, when installed and used as specifically provided in the product’s

installation guidelines for a period of one (1-5) years from the date the Approved Products are

delivered to NMC’s designated location (the “Warranty Period” as in the Exhibit A), or as per

project and applicable local requirements with regards to terms and duration This warranty does

not cover wear from normal use, or damage caused by abuse, mishandling, alterations, improper

installation and/or assembly, accident, misuse, or lack of reasonable care of the product. This

warranty does not apply to events and conditions beyond QTIH’s control, such as ground

subsidence or settlement, earthquakes and other natural events, acts of third parties, and/or Acts

of God. Incurred costs, such as labor for removal of the original product, installation of

replacement product, and the cost of incidental or other materials or expenses are not covered

under this warranty. IN THE EVENT OF ANY BREACH OF THE FOREGOING

WARRANTY, QTIH’S ENTIRE LIABILITY AND NMC’S EXCLUSIVE REMEDY WILL BE

FOR QTIH TO PROVIDE A REPLACEMENT OF THE DEFECTIVE PRODUCT WITHIN A

COMMERCIALLY REASONABLE TIME AFTER WRITTEN NOTICE FROM NMC,

PROVIDED (A) QTIH RECEIVES SUCH WRITTEN NOTICE DURING THE WARRANTY

PERIOD, (B) SUCH NOTICE SPECIFIES THE ERROR OR DEFECT WITH SUFFICIENT

DETAIL SO AS TO ENABLE QTIH TO REPRODUCE AND CORRECT THE ERROR OR

DEFECT AND (C) SUCH ERROR OR DEFECT IS REPRODUCIBLE BY QTIH.  QTIH

DOES NOT PROVIDE ANY WARRANTY TO CLIENTS UNLESS A SEPARATE

WARRANTY PLAN IS PURCHASED BY THE CLIENT FROM QTIH.

6.2Mutual Representations and Warranties.  Each Party represents and warrants that: 

(a)  it has the full power and authority to enter into this Agreement and to perform its obligations

hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) 

its acceptance of and performance under this Agreement shall not breach any oral or written

agreement with any third party or any obligation owed by it to any third party.

6.3NMC Representation and Warranty.  NMC further represents and warrants to

QTIH that NMC operates with, and as appropriate NMC’s facilities possess all necessary federal,

state, and local permits and registrations to conduct NMC’s business.

6.4DISCLAIMER.  EXCEPT AS EXPRESSLY STATED HEREIN, NEITHER

PARTY MAKES, AND EACH PARTY SPECIFICALLY DISCLAIMS, ANY OTHER

WARRANTIES, EXPRESS, STATIUTORY OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY, INTEGRATION, AND

ALL WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR

COURSE OF PERFORMANCE, AND ALL APPROVED PRODUCTS ARE PROVIDED ON

AN “AS IS” BASIS.

6.5Limitation of Liability.  EXCEPT FOR (I) A PARTY’S BREACH OF ITS

CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 (CONFIDENTIALITY),  (II) A

PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (III) A PARTY’S

INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL

PROPERTY RIGHTS, OR (IV) A PARTY’S GROSS NEGLIGENCE, WILLFUL OR

INTENTIONAL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN

NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL,

INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY

KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, LOST

PROFITS, LOST REVENUE, LOSS OF USE OR LOSS OF BUSINESS, WHETHER SUCH

LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY,

TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF

SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH

DAMAGES.  THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF

ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE

FAILED OF ITS ESSENTIAL PURPOSE.  TO THE MAXIMUM EXTENT PERMITTED BY

LAW, IN NO EVENT WILL QTIH’S LIABILITY IN CONNECTION WITH THIS

AGREEMENT EXCEED THE AGGREGATE AMOUNT ACTUALLY PAID BY NMC TO

QTIH HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THAT THE

CLAIM AROSE.

7.CONFIDENTIALITY

7.1Confidential Information.  “Confidential Information” means any and all non-

public technical and non-technical information disclosed by one Party (the “Disclosing Party”) to

the other Party (the “Receiving Party”) in any form or medium, whether oral, written, graphical

or electronic, pursuant to this Agreement, that is marked confidential and proprietary, or that the

Disclosing Party identifies as confidential and proprietary, or that by the nature of the

circumstances surrounding the disclosure or receipt ought to be treated as confidential and

proprietary information, including but not limited to:  (a) technology, techniques, sketches,

drawings, models, inventions (whether or not patented or patentable), know-how, processes,

apparatus, formulae, equipment, algorithms, software programs, software source documents,

APIs, and other creative works (whether or not copyrighted or copyrightable); (b) marketing and

operational methods, information concerning research, experimental work, development, design

details and specifications, engineering, procurement requirements, purchasing, manufacturing,

customer lists, business forecasts, sales and merchandising and marketing plans and information;

(c)  proprietary or confidential information of any third party who may disclose such information

to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (d) the

terms of this Agreement.  Confidential Information of QTIH shall include non-public

information in the Approved Products, the Specifications, and related documentation.  The

pricing and the terms and conditions of this Agreement are Confidential Information of both

Parties; provided however, that to the extent this Agreement, or any of its terms and conditions,

including information related to pricing, is required to be disclosed by law or pursuant to a lawful

request of a governmental or regulatory authority, including, but not limited, to the rules of the

Securities and Exchange Commission, a Party may do so without violating this Section 7.

Confidential Information also includes all summaries and abstracts of Confidential Information.

7.2Non-Disclosure.  Each Party acknowledges that in the course of the performance

of this Agreement, it may obtain the Confidential Information of the other Party.  The Receiving

Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of

the Disclosing Party’s Confidential Information received by it.  The Receiving Party shall not use

the Confidential Information of the Disclosing Party other than as necessary to fulfill the

Receiving Party’s obligations or to exercise the Receiving Party’s rights under this Agreement. 

Each Party agrees to secure and protect the other Party’s Confidential Information with the same

degree of care and in a manner consistent with the maintenance of such Party’s own Confidential

Information (but in no event less than reasonable care), and to take appropriate action by

instruction or agreement with its employees or other agents who are permitted access to the other

Party’s Confidential Information to satisfy its obligations under this Section.  The Receiving

Party shall not disclose Confidential Information of the Disclosing Party to any person or entity

other than its officers, employees, affiliates and agents who need access to such Confidential

Information in order to effect the intent of this Agreement and who are subject to confidentiality

obligations at least as stringent as the obligations set forth in this Agreement.

7.2.1Patient Data Protection.  Both Parties agree to observe and comply with all

applicable laws (SDAIA. PDP-Law) and regulations within the Territory concerning the

protection of personal data.  Each Party undertakes to handle, process, and store personal data in

accordance with such applicable data protection laws, ensuring the confidentiality, integrity, and

security of any personal data potentially exchanged or processed in the course of this Agreement.

7.3Exceptions to Confidential Information.  The obligations set forth in Section 7.2

(Non-Disclosure) shall not apply to the extent that the Confidential Information consists of

information which:  (a) was known by the Receiving Party prior to receipt from the Disclosing

Party either itself or through receipt directly or indirectly from a source other than one having an

obligation of confidentiality to the Disclosing Party; (b) was or is developed by the Receiving

Party without use of or reference to the Disclosing Party’s Confidential Information; or (c)

becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a

breach of this Agreement or any obligation of confidentiality by the Receiving Party.  Nothing in

this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the

extent the Receiving Party is legally compelled to do so by any governmental investigative or

judicial agency pursuant to proceedings over which such agency has jurisdiction; provided,

however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential

nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party

in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing

Party in protecting against any such disclosure and in obtaining a protective order narrowing the

scope of the compelled disclosure to only what is necessary to comply with the disclosure

requirement and protecting its confidentiality.

7.4Injunctive Relief.  The Parties agree that any unauthorized disclosure of

Confidential Information may cause immediate and irreparable injury to the Disclosing Party and

that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other

available remedies, to seek immediate injunctive and other equitable relief, without bond and

without the necessity of showing actual monetary damages.

8.INTELLECTUAL PROPERTY RIGHTS

8.1QTIH Intellectual Property Rights.  The QTIH Marks and all intellectual property

rights embodied in the Approved Products, as well as the Specifications, and any knowledge or

technology that QTIH provides under this Agreement, and any derivatives and improvements to

any of the foregoing, are owned solely and exclusively by QTIH.  All rights not expressly

granted in this Agreement are reserved to QTIH and no rights are granted by implication,

estoppel or otherwise.

8.2Feedback; Further Assurances.  All feedback, ideas, suggestions,

recommendations, modifications and changes that NMC or any of its employees, contractors, or

Clients provides to QTIH, including without limitation, new features, corrections, modifications

or functionality relating thereto, or any comments, questions, suggestions, or the like

(collectively, “Feedback”), any and all products developed based on the Feedback, all

modifications and improvements to Approved Products  and any products based on the

Feedback, and all intellectual property rights in all of the foregoing, are owned by QTIH. NMC

hereby assigns to QTIH, on NMC’s behalf, and on behalf of its employees, contractors, agents

and Clients, all rights, title, and interest in and to, and QTIH is free to use, without any

attribution or compensation to any party, any and all ideas, know-how, concepts, techniques, and

intellectual property rights contained in the Feedback, any products developed based on the

Feedback, and all modifications and improvements to Approved Products or products based on

the Feedback, for any purpose whatsoever, although QTIH is not required to use any Feedback.

To the extent any of the rights, title and interest in and to Feedback, products developed based on

Feedback, modification or improvements to Approved Products or products based on the

Feedback, or intellectual property rights in any of the foregoing cannot be assigned by NMC to

QTIH, NMC hereby grants to QTIH an exclusive, royalty-free, transferable, irrevocable,

worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees)

to fully use, practice and exploit those non-assignable rights, title and interest.  If the foregoing

assignment and license are not enforceable, NMC agrees to waive and never assert against QTIH

those non-assignable and non-licensable rights, title and interest.  NMC agrees to execute any

documents or take any actions as may reasonably be necessary, or as QTIH may reasonably

request, to perfect ownership of the Feedback, the products developed based on the Feedback,

and the modifications and improvements to Approved Products and products based on the

Feedback.  If NMC is unable or unwilling to execute any such document or take any such action,

QTIH may execute such document and take such action on NMC’s behalf as NMC’s agent and

attorney-in-fact.  The foregoing appointment is deemed a power coupled with an interest and is

irrevocable.

9.INDEMNIFICATION AND INSURANCE

9.1NMC Indemnification of QTIH.  NMC shall indemnify, defend, and hold

harmless QTIH, its affiliates and their respective directors, officers, employees, agents,

successors and assigns from and against all third party losses, costs, claims, obligations, damages

and liability payments, fines, penalties, causes of action, liens and expenses, including, but not

limited to, reasonable attorneys’ fees and other litigation expenses which result from or arise out

of (i) NMC’s negligence or willful misconduct; (ii) any alleged defect in the Approved Products

which is related to NMC’s handling, alteration or installation of the Approved Products; or (iii)

any claims for property damage, death or personal injury arising out of or related to NMC’s

installation of the Approved Products for a Client. NMC shall also indemnify QTIH for any

liabilities or losses due to NMC’s failure to comply with any Anti-Corruption Laws (as defined

in Section 11.2 (Compliance with Laws), including any costs resulting from an investigation

under any such Anti-Corruption Law.

9.2QTIH’s Indemnification of NMC.  QTIH shall indemnify, defend, and hold

harmless NMC, its affiliates and their respective directors, officers, employees, agents,

successors and assigns from and against all third party losses, costs, claims, obligations, damages

and liability payments, fines, penalties, causes of action, liens and expenses, including, but not

limited to, reasonable attorneys’ fees and other litigation expenses which result from or arise out

of (i) QTIH’s negligence or willful misconduct; or (ii) any alleged manufacturing defect in the

Approved Products. This Section 9.2 (QTIH’s Indemnification of NMC) shall not apply to the

extent that the claim, loss, or damage results from (x) any alteration or improper repair,

maintenance, handling, or installation of the Approved Products by anyone other than QTIH, or

(y) the integration, interaction or combination of the Approved Products with equipment,

systems or components not supplied by QTIH. For the avoidance of doubt, this Section 9.2

(QTIH’s Indemnification of NMC) shall not apply to any claims alleging the Approved Products

infringe, misappropriate, or otherwise violate any intellectual property rights of a third party.

THIS SECTION 9.2 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF QTIH

AND THE SOLE AND EXCLUSIVE REMEDY FOR EACH NMC INDEMNIFIED PARTY

FOR ANY CLAIMS OR DAMAGES COVERED BY THIS SECTION 9.2.

9.3Notice and Defense of Claims.  A party entitled to indemnification pursuant to

this Article 9 (the “Indemnitee”) shall notify the other party (the “Indemnitor”) of the existence

of and facts related to a third party claim no later than thirty (30) days after its receipt of such

claim; provided, however, the failure to so notify shall not affect the indemnification provided

herein except to the extent the Indemnitor has been substantially prejudiced as a result of such

failure.  The Indemnitor will be entitled to participate in or assume the defense of any third-party

claim upon notice to the Indemnitee.  If the Indemnitor assumes such defense, the Indemnitee

shall have the right to participate in the defense thereof.  The Indemnitor shall be liable for the

fees and expenses of counsel employed by the Indemnitee unless the Indemnitor has assumed the

defense.  Each Party shall cooperate in the defense or prosecution of a third-party claim.  No

Indemnitor shall admit any liability with respect to, or settle, compromise or discharge any third-

party claim without the Indemnitee’s prior written consent, which shall not be unreasonably

withheld, conditioned or delayed.  The Indemnitor, in the defense of any claim or litigation, shall

not, except with the prior written consent of the Indemnitee, consent to the entry of any judgment

or settlement (i) which does not include as an unconditional term thereof the giving by the

claimant of a release from all liability in respect to such claim or litigation or (ii) which could

reasonably be expected to restrict materially the conduct of business of Indemnitee or any of its

affiliates. These Sections 9.1 (NMC Indemnification of QTIH), 9.2 (QTIH’s Indemnification of

NMC) and 9.3 (Notice and Defense of Claims) shall continue in full force and effect for until a

period that ends five (5) years after termination or expiration of this Agreement.

Insurance to be in compliance with NMC internal policies and as per local rules and

regulations.

10.DURATION:

The Agreement’s initial duration shall be three years from the Effective Date, renewable

as provided for in Section 1.1.

11.TERMINATION

During its validity period, the agreement could be terminated only after the approval of

both parties.  Following expiration or termination of this Agreement, NMC is permitted to sell

any Approved Product that it holds in accordance with the terms of this Agreement.  In addition,

following the expiration or termination of this Agreement under any circumstances, should NMC

be designated as QTIH's Authorized Representative in front of the MOHAP, QTIH will promptly

send an official notification to NMC explicitly terminating the Authorized Representative

License (ARL).

12.MISCELLANEOUS

12.1Assignment.  NMC may not assign its rights or delegate its obligations under this

Agreement to any third party, whether voluntarily or by operation of law or otherwise (including

in connection with any merger or acquisition involving NMC), without the prior written consent

of QTIH (which will not be unreasonably withheld or delayed).  QTIH has the right to assign its

rights or delegate its obligations under this Agreement, in whole or in part, to an affiliate at any

time without NMC’s written consent but upon written notice to NMC.  Further, QTIH has the

right to assign this Agreement to an affiliate or to any third party, whether pursuant to a merger,

acquisition, operation of law or other business combination without NMC’s prior written consent

but with prompt and commercially reasonable written notice to NMC.  In the event all or

substantially all of QTIH’s assets are sold to a third party, whether in a merger, acquisition, sale

of stock or assets, by operation of law or otherwise, this Agreement and QTIH’s obligations

hereunder shall continue with such third party assuming the Agreement and all obligations

hereunder.  Any purported assignment or transfer in violation of this section shall be void. 

Subject to the foregoing restrictions, the Agreement will bind and benefit the Parties and their

successors and permitted assigns.

12.2Compliance with Laws.  NMC shall (a) comply fully with all applicable laws,

ordinances and regulations in its performance of this Agreement and in its importation,

exportation, manufacture, use, purchase, sale, re-sale, promotion, marketing, storage,

transportation, handling and disposal of the Approved Products, including those related to

product labeling and packaging, occupational safety, and health and protection of the

environment, (b) neither take nor refrain from taking any action that could result in liability for

either QTIH or NMC or their respective affiliates under any applicable laws, ordinances or

regulations, including, without limitation, any Export Controls and Sanctions Laws or Anti-

Corruption Laws (each defined below), and (c) promptly notify QTIH of any mandatory,

applicable law, ordinance or regulation that conflicts with the provisions of this Agreement,

whether in effect on the Effective Date or thereafter if NMC becomes aware of the same. 

12.3Upon QTIH’s request, NMC shall certify in writing that NMC and its employees,

contractors, company officers, directors, and affiliated parties are in compliance with all

applicable Export Controls and Sanctions Laws and Anti-Corruption Laws. Neither QTIH nor

NMC shall be required to take or refrain from taking any action impermissible or penalized

under any applicable laws, ordinances or regulations. 

12.4The Parties acknowledge and agree that the goods, technology, services, technical

data and technical information that are the subject of this Agreement are subject to the export

control laws and regulations of the United States, including but not limited to the Export

Administration Regulations, and sanctions laws and regulation administered by the U.S.

Department of the Treasury, Office of Foreign Assets Control.  Each Party will comply with

these laws and regulations in all respects.  This Section shall survive the termination of this

Agreement.  Notwithstanding anything to the contrary in this Agreement, a change in the Export

Controls and Sanctions Laws shall not excuse performance under this Section or compliance

with such laws and regulations.

12.5Notices.  All notices, requests, claims, waivers, consents, approvals or other

communications hereunder shall be in writing and shall be given or made (and shall be deemed

to have been duly given or made upon receipt) by delivery by hand, by reputable overnight

courier service, by email with receipt acknowledged, by facsimile with proof of transmission

(provided, that, a confirmation copy is sent no later than the next business day by postage-paid,

returned receipt requested first class mail) or by registered or certified mail (postage prepaid,

return receipt requested) to the respective parties at the addresses (or at such other address for a

Party as shall be specified in a notice given in accordance with this Section) listed below:

If to QTIH:

QT Imaging Holdings CEO

Address: Three Hamilton Landing, Suite 160, Novato, CA 94949 

Address:  ____________________

Attention:  Dr. Raluca Dinu

Email:  ***

If to NMC:

Al Naghi Medical GM

Address:  BB07, 7 Al Asayel St, Business Bay,

Address:  Bay Square, Dubai, UAE

Attention:  Mrs. Mona El Kaissi

Email:  ***

12.6Independent Contractor.  Both Parties shall serve as independent contractors and

shall have no authority or capacity to bind the other Party and its affiliates or to act on their

behalf.  This Agreement does not create a partnership between the Parties hereto.  The Parties

expressly acknowledge for themselves, their employees, agents and subcontractors, that none of

their employees, agents or subcontractors, are employees of the other Party and that none of their

employees, agents or subcontractors are entitled to participate in any benefit plans of the other

Party.  The Parties further acknowledge that none of their employees, agents or subcontractors

are eligible to participate in any such benefit plans, even if it is later determined that the status of

any of them was that of an employee during the period of this engagement under this Agreement

or otherwise.  The Parties on their own behalf and their employees, agents and subcontractors,

hereby expressly waives any claim for benefits coverage attributable to the services provided

under this Agreement.

12.7Headings.  The headings in this Agreement are for convenience only and are not to

be construed as part of the Agreement and shall not limit, characterize or in any way affect the

interpretation of this Agreement.  If any conflict exists between the headings and the contents of

a provision, the contents shall prevail.

12.8Governing Law.  This Agreement will be governed by, construed and enforced in

accordance with the laws of New York, NY, U.S.A., without giving effect to conflict of law

principles.  The United Nations Convention on Contracts for the International Sale of Goods

1980, and all international and domestic legislation implementing such Convention, shall not

apply to the Agreement.  For any avoidance of doubt, the Parties’ compliance with this

Agreement is subject to their compliance with applicable law, including United States and UAE

law, and to the extent that at any time such compliance would violate or potentially violate such

laws, the respective Party will be permitted to cease compliance with this Agreement without

liability to the other Party or any other third party. Nothing contained herein shall preclude either

Party from seeking or obtaining injunctive relief or equitable or other judicial relief to enforce

the provisions hereof or to preserve the status quo pending resolution of any claim or controversy

hereunder.

12.9Dispute Resolution.  Any dispute, controversy, or claim arising out of, relating to,

or in connection with this Agreement, including with respect to the formation, applicability,

breach, termination, validity or enforceability thereof, shall be finally resolved by arbitration;

provided, however, that a Party may seek legal and equitable remedies from any court of

competent jurisdiction in the event of any breach of confidentiality obligations or action to

enforce intellectual property rights. The law governing the arbitration agreement is New York,

NY, U.S.A. The arbitration shall be conducted by [one] arbitrator, in accordance with the Rules

of Arbitration of the International Chamber of Commerce (“ICC”). The seat of the arbitration

shall be New York, NY, U.S.A., and it shall be conducted in the English language. The Parties

agree that the IBA Rules on the Taking of Evidence in International Arbitration shall apply to the

arbitration. The costs of the arbitration, including the Parties’ reasonable legal fees, shall in

principle be borne by the unsuccessful Party or Parties. However, the arbitral tribunal may

apportion such costs between the Parties if it determines that apportionment is reasonable, taking

into account the circumstances of the case. The arbitration award shall be final and binding on

the Parties, and the Parties undertake to carry out any award without delay. Judgment upon the

award may be entered by any court having jurisdiction of the award or having jurisdiction over

the relevant Party or its assets. The Parties agree that the arbitration shall be kept confidential.

The existence of the arbitration, any non-public information provided in the arbitration, and any

submissions, orders or awards made in the arbitration (together, the “Arbitration Confidential

Information”) shall not be disclosed to any non-party except the tribunal, the ICC, the parties,

their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other

person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a Party may

disclose Arbitration Confidential Information to the extent that disclosure may be required to

fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide

legal proceedings. This confidentiality provision survives termination of the Agreement and of

any arbitration brought pursuant to the Agreement. The arbitrator(s) may not award punitive,

exemplary, or consequential damages, nor may the arbitrator(s) apply to any multiplier to any

award of actual damages, except as may be required by statute. 

12.10English Language.  This Agreement was negotiated and executed in the English

language.  In the event a conflict arises between the terms of this English version and any

translation into any other language, the terms of this English version shall prevail.  Translations

of this Agreement into any language other than English are for informational purposes only.  The

Parties agree that this Agreement and all documents relating to this Agreement are written in the

English language and no translation of any such document shall be binding on either Party.

12.11Currency.  All payments under this Agreement are invoiced and will be paid in US

dollars.  With respect to any payment for which conversion of payments from any foreign

currency shall be required, such conversion shall be made at the rate of exchange reported in The

Wall Street Journal on the date of the applicable invoice.

12.12Severability.  This Agreement shall be deemed severable, and the invalidity or

unenforceability of any term or provision hereof shall not affect the validity or enforceability of

this Agreement or of any other term or provision hereof.

12.13Amendments; Waiver.  This Agreement may not be altered or amended, nor may

rights hereunder be waived, except by writing executed by the Party or Parties to be charged with

such amendment or waiver.  NMC and QTIH agree that no failure or delay by either Party in

exercising any right, power or privilege hereunder will operate as a waiver, nor will any single or

partial exercise thereof preclude any further exercise of any right, power or privilege.

12.14Further Assurances.  Each Party shall execute such other instruments, give such

further assurances and perform such acts which are or may become necessary or appropriate to

effectuate and carry out the provisions of this Agreement.

12.15Entire Agreement.  This Agreement constitutes the entire understanding of the

Parties and supersedes any prior agreements or understandings, written or oral, between the

Parties with respect to the subject matter hereof.  All exhibits, schedules and annexes attached

hereto are hereby incorporated and made a part of this Agreement, and the Parties agree that they

may finalize the exhibits after execution and all such exhibits shall be attached and incorporated

to this Agreement upon mutual agreement of the Parties, as evidenced by the Parties’ signature

thereto.

12.16Counterparts.  This Agreement may be executed in one or more counterparts, each

of which shall be deemed original.

[Signature page follows]

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be

executed by their respective authorized representatives as of the date and year first above written.

QT IMAGING HOLDINGS, INC.AL NAGHI MEDICAL CO.

By:  /s/ Dr. Raluca Dinu Name: Dr. Raluca Dinu                    Its: Chief Executive Officer		By:  /s/ Mona El Kaissi Name:  Mrs. Mona El Kaissi            Its:  General Manager

Ex. A-1

EXHIBIT A

Minimum Purchase Requirements, Pricing and Discounts, Lead Time

1.Minimum Purchase Requirements.

During this Agreement, commencing on the Effective Date, NMC shall purchase Approved

Products as follows:

Note: Minimum purchase order requirements, shall be revised 6 months after acquiring the

application from MOHAP and commencing commercial activities to get thorough in-market data

about the demand for the novel QTI Breast Acoustic CT Scanner and better forecast number, but

shall not be less than 5 QTI Breast Acoustic CT Scanners per quarter.

2.Approved Products – List Prices.

All QTIH breast imaging products, related software and accessories, including the QT Viewer.

•QTI Breast Acoustic CT Scanner – Model B

NMC has the right to service QTIH products that are sold by NMC. NMC should get into service

contracts with customers in the Territory.

Description	Distributor Price (USD)	Delivery Term	Warranty
QT Scanner 2000 Model B	$560,000	FOB Origin QTI (Novato)	1 year
QT Scanner 2000 Model B	$616,000	FOB Origin QTI (Novato)	2 years
QT Scanner 2000 Model B	$644,000	FOB Origin QTI (Novato)	3 years
QT Scanner 2000 Model B	$672,000	FOB Origin QTI (Novato)	4 years
QT Scanner 2000 Model B	$728,000	FOB Origin QTI (Novato)	5 years

Ex. A-2

QTI Cloud Platform – SaaS Pricing Tiers

1. QTI Essentials

For early adopters and low-volume clinics

- Price: $5,000/month (or $60/scan if <100 scans/month)

- Includes:

•Image upload & storage (up to 1 TB)

•Basic scan viewer and annotation tools

•Report generation (PDF format)

•Support for up to 2 radiologists (identified by the site) - Turnaround tracking

dashboard

2. QTI Pro

Best for breast imaging centers and mobile providers

- Price: $8,000/month (includes up to 300 scans/month)

- Includes all Essentials features, plus:

•AI lesion classification (basic model)

•Structured report generation

•Follow-up recommendation assistant

•3 TB storage + backup

•Support for up to 5 radiologists (identified by the site)

•EMR export (HL7/FHIR-compatible)

Overage scans: $60/scan

3. QTI Enterprise

For hospitals, health systems, and distributors

- Price: Custom quote ($150K–$500K/year)

- Includes all Pro features, plus:

•Unlimited scans and users

•Private instance deployment

•Full API access and custom integrations

•Enterprise analytics dashboard

•Dedicated account manager

Ex. A-3

White-labeled report interface (optional)

3.Product Specification

***

Ex. A-4

4.Lead Time. 

Lead Time, including shipping, may vary and typically ranges from 90-120 days.

Ex. A-5

EXHIBIT B

QTIH Marks

Ex. A-6

EXHIBIT C

Professional Services and Training

Training for field application engineers to be provided in Novato, CA.

Two engineers, 4 days training - training cost will be covered by QTIH, while travel and lodging

expenses for the engineers shall be borne by NMC

Radiologists/Readers training and set up, 2 days of training - $35K

Remote service & customer support (device, connectivity, QTviewer) - $200/hOn site device

support if asked for – 1 engineer, $8K/day

Scan technician training and support – 2 days - $20K

Ex. A-7

EXHIBIT D

QTIH-Sourced Clients