1.1

Assisting the Company in planning and executing future development plans to promote the company's long-term growth and create value for shareholders.

1.2

Assisting the Company in identifying potential mergers and acquisition targets, working together with the company to map out strategic planning through M&A growth.

1.3

Planning, budgeting, and forecasting: Helping the Company to align PB&F processes across the Company for better collaboration.

1.4

Operational planning: Working with the Company to eliminate information silos in operations and finance by implementing an iterative and collaborative process

1.5

Collaborating with the Company's internal and external professional teams to strengthen corporate governance and ensure the company's operations and development comply with U.S. public company laws and regulations;

1.6

Assisting the Company in enhancing professional investment institutions' and other potential investors' recognition of the company's value, and increasing the attention and recognition from institutional investors and others toward the company.

1.7

Assisting the Company in raising capital from investors located in Hong Kong.

3.1

Party A shall provide Party B with truthful, accurate, timely, and effective necessary information and materials. Party A guarantees that there are no material misstatements, omissions, or misleading information in the documents and information provided to Party B related to this agreement.

3.2

Party A shall, upon Party B's request, provide information, personnel, and other relevant cooperation during the financing process.

3.3

Party A shall pay remuneration to Party B (or have it paid by a designated payor) in accordance with the terms of this agreement.

3.4

During the term of this agreement, Party A shall not directly negotiate with or enter into a financing agreement with investors introduced by Party B without Party B's knowledge and written consent. If such a situation occurs, it will be deemed that Party B has facilitated the financing agreement between Party A and the investors, and Party A shall pay Party B remuneration as stipulated in Article 5 of this agreement.

3.5

Party A has the right to negotiate with and enter into financing agreements with investors not introduced by Party B, but must inform Party B in advance.

3.6

Without the written consent of Party B, Party A shall not disclose Party B's trade secrets obtained during the cooperation process.

3.7

When Party B recommends investors to Party A, Party A must confirm by signing and stamping the recommendation letter.

4.1

Party B shall assist in market research, industry surveys, and competitive market analysis according to Party A's overall strategic plan, providing a basis for Party A's decision-making.

4.2

Party B shall assist Party A in conducting due diligence on potential acquisition targets, and design transaction structures, acquisition plans, and acquisition financing plans based on the characteristics of the projects.

4.3

Party B shall assist Party A in post-acquisition integration work to achieve synergies from the acquisitions. Party B shall recommend excellent intermediaries to Party A, including brokers, law firms, accounting firms, and asset appraisal institutions.

4.4

Party B shall, based on professional judgment, proactively select various channels to introduce Party A to suitable investors.

4.5

Party B shall undertake confidentiality obligations and sign a "Confidentiality Undertaking." Party B shall not maliciously use or disclose any of Party A's trade secrets obtained during the cooperation to third parties, except with Party A's written consent or as required by government or judicial authorities.

4.6

Party B commits not to accept any hostile business engagements against Party A and will make every effort to protect Party A's interests.

4.7

Party B shall provide the following financing services to Party A:

4.7.1

Assist Party A in drafting relevant financing materials for potential investors' reference;

4.7.2

Send financing materials to potential investors, follow up in real-time, and coordinate communication and negotiations between Party A and potential investors;

4.7.3

Accompany Party A's representatives to roadshows and assist in signing letters of intent with interested investment institutions;

4.7.4

Actively assist Party A in finalizing investment agreements with investors who have signed letters of intent;

5.1

During the term of the consultancy agreement, the Company has the right to request the Consulting Company to provide services within reasonable working hours. However, the Consulting Company is not providing exclusive services to the Company and is entitled to offer corresponding services to other companies and individuals.

5.2

If the Consulting Company provides services to other individuals or entities that present a potential business conflict or contradiction with this agreement, the Consulting Company must promptly notify the Company in writing. Upon receiving such notification, the Company has the right to decide whether to continue with this consultancy agreement. If the Company does not raise any objections within seven days of receiving the notice, it shall be deemed that the Company permits the Consulting Company to engage in other business activities and consents to the Consulting Company providing services to other companies.

6.1

The Consulting Company shall bear the costs of personnel, travel, accommodation, and meals incurred during the performance of due diligence and coordination of financing activities as required under this agreement.

6.2

If the Company requests the Consulting Company's assistance for any specific activities, the Company shall reimburse the Consulting Company for travel, accommodation, and meal expenses.

8.1

In lieu of cash and in consideration for the Services, NCL (Party A) agrees to issue 1,800,000 common shares of NCL (the “Compensation Shares”) to the entities designated by Party B pursuant to the list on Exhibit A to this agreement.

8.2

The Compensation Shares shall be restricted shares without any registration rights. Both parties agree that for Rule 144 purposes, the holding period of the Compensation Shares start from the end of the Term of this agreement, when Party B has provided all services under this agreement to Party A.

8.3

The Compensation Shares shall only be issued after the NYSE American approves the issuance of the Compensation Shares pursuant to this Financing and Strategic Planning Advisory Agreement.

9.1

The Consulting Company and its affiliates shall keep the contents of this agreement and any business secrets of the Company obtained during the service strictly confidential. Without prior written consent from the Company, the Consulting Company shall not provide or disclose the contents of this agreement or any materials and documents submitted by the Company to any third party.

9.2

The Company shall keep confidential the contents of this agreement, as well as any written reports, opinions, and non-written planning and consulting services provided by the Consulting Company. Without prior written consent from the Consulting Company, the Company shall not provide or disclose the contents of this agreement or any materials and documents submitted by the Consulting Company to any third party.

9.3

The confidentiality obligations set forth above shall remain in effect for three years after the expiration, termination, or cancellation of this agreement.

9.4

The confidentiality obligations do not apply to the following information:

9.4.1

Information in the public domain;

9.4.2

Information that becomes public knowledge without the fault of the party under confidentiality obligations;

9.4.3

Information obtained from sources other than the party under confidentiality obligations, where such sources are not subject to confidentiality obligations;

9.4.4

Information disclosed as required by law, court order, or other governmental authority.

13.1

Any matters not covered by this agreement may be determined by both parties through mutual consultation and the signing of a supplementary agreement or confirmation letter. In case of any inconsistency between the supplementary agreement or confirmation letter and this agreement, the terms of the supplementary agreement or confirmation letter shall prevail.

13.2

This agreement may be amended, rescinded, or terminated by mutual agreement of both parties.

14.1

This agreement is executed in two copies, with each party holding one copy, and both copies have equal legal effect.

14.2

This agreement shall come into effect from the date on which it is signed or stamped by the legal representatives of both parties and affixed with their respective official seals. This agreement may be signed electronically and is deemed as valid as a physical signature, carrying legal binding force.

14.3

This agreement supersedes any prior oral agreements, understandings, or memoranda of understanding reached by the parties concerning the entrusted matters.

14.4

If any provision of this agreement is found to be invalid due to non-compliance with laws and regulations, it shall not affect the validity of the remaining provisions. The parties may renegotiate and reach new provisions that comply with legal and regulatory requirements in accordance with the intent of the agreement.

14.5

The failure of a party to exercise any rights under this agreement should not be construed as a waiver of those rights, nor should it limit the future exercise of such rights.

14.6

The "Confidentiality Undertaking" signed as part of the performance of this agreement is an integral part of this agreement and has the same legal effect as this agreement.

1.1

Assisting the company in planning and executing future development plans to promote the company's long-term growth and create value for shareholders.

1.2

Assisting the Company in identifying potential mergers and acquisition targets, working together with the company to map out strategic planning through M&A growth.

1.3

Planning, budgeting, and forecasting: Helping the Company to align PB&F processes across the Company for better collaboration.

1.4

Operational planning: Working with the Company to eliminate information silos in operations and finance by implementing an iterative and collaborative process

1.5

Collaborating with the company's internal and external professional teams to strengthen corporate governance and ensure the company's operations and development comply with U.S. public company laws and regulations;

1.6

Assisting the company in enhancing professional investment institutions' and other potential investors' recognition of the company's value, and increasing the attention and recognition from institutional investors and others toward the company.

3.1

Party A shall provide Party B with truthful, accurate, timely, and effective necessary information and materials. Party A guarantees that there are no material misstatements, omissions, or misleading information in the documents and information provided to Party B related to this agreement.

3.2

Party A shall, upon Party B's request, provide information, personnel, and other relevant cooperation during the financing process.

3.3

Party A shall pay remuneration to Party B (or have it paid by a designated payor) in accordance with the terms of this agreement.

3.4

During the term of this agreement, Party A shall not directly negotiate with or enter into a financing agreement with investors introduced by Party B without Party B's knowledge and written consent. If such a situation occurs, it will be deemed that Party B has facilitated the financing agreement between Party A and the investors, and Party A shall pay Party B remuneration as stipulated in Article 5 of this agreement.

3.5

Party A has the right to negotiate with and enter into financing agreements with investors not introduced by Party B, but must inform Party B in advance.

3.6

Without the written consent of Party B, Party A shall not disclose Party B's trade secrets obtained during the cooperation process.

3.7

When Party B recommends investors to Party A, Party A must confirm by signing and stamping the recommendation letter.

4.1

Party B shall assist in market research, industry surveys, and competitive market analysis according to Party A's overall strategic plan, providing a basis for Party A's decision-making.

4.2

Party B shall assist Party A in conducting due diligence on potential acquisition targets, and design transaction structures, acquisition plans, and acquisition financing plans based on the characteristics of the projects.

4.3

Party B shall assist Party A in post-acquisition integration work to achieve synergies from the acquisitions. Party B shall recommend excellent intermediaries to Party A, including brokers, law firms, accounting firms, and asset appraisal institutions.

4.4

Party B shall, based on professional judgment, proactively select various channels to introduce Party A to suitable investors.

4.5

Party B shall undertake confidentiality obligations and sign a "Confidentiality Undertaking." Party B shall not maliciously use or disclose any of Party A's trade secrets obtained during the cooperation to third parties, except with Party A's written consent or as required by government or judicial authorities.

4.6

Party B commits not to accept any hostile business engagements against Party A and will make every effort to protect Party A's interests.

4.7

Party B shall provide the following financing services to Party A:

4.7.1

Assist Party A in drafting relevant financing materials for potential investors' reference;

4.7.2

Send financing materials to potential investors, follow up in real-time, and coordinate communication and negotiations between Party A and potential investors;

4.7.3

Accompany Party A's representatives to roadshows and assist in signing letters of intent with interested investment institutions;

4.7.4

Actively assist Party A in finalizing investment agreements with investors who have signed letters of intent;

4.7.5

Other necessary services as agreed upon in writing by both Party A and Party B.

5.1

During the term of the consultancy agreement, the Company has the right to request the Advisor to provide services within reasonable working hours. However, the Advisor is not providing exclusive services to the Company and is entitled to offer corresponding services to other companies and individuals.

5.2

If the Advisor provides services to other individuals or entities that present a potential business conflict or contradiction with this agreement, the Advisor must promptly notify the Company in writing. Upon receiving such notification, the Company has the right to decide whether to continue with this consultancy agreement. If the Company does not raise any objections within seven days of receiving the notice, it shall be deemed that the Company permits the Advisor to engage in other business activities and consents to the Advisor providing services to other companies.

6.1

The Advisor shall bear the costs of personnel, travel, accommodation, and meals incurred during the performance of due diligence and coordination of financing activities as required under this agreement.

6.2

If the Company requests the Advisor's assistance for any specific activities, the Company shall reimburse the Advisor for travel, accommodation, and meal expenses.

8.1

In lieu of cash and in consideration for the Services, Northann Corp agrees to issue 1,500,000 shares (NYSE AMEX: NCL) as compensation (the “Compensation Shares”) to the individuals/entities designated by the Advisor pursuant to the list on Exhibit A to this agreement.

8.2

The Compensation Shares shall be restricted shares without any registration rights.

8.3

The Compensation Shares shall only be issued after the NYSE American approves the issuance of the Compensation Shares pursuant to this Operation and Strategic Planning Advisory Agreement.

9.1

The Advisor and its affiliates shall keep the contents of this agreement and any business secrets of the Company obtained during the service strictly confidential. Without prior written consent from the Company, the Advisor shall not provide or disclose the contents of this agreement or any materials and documents submitted by the Company to any third party.

9.2

The Company shall keep confidential the contents of this agreement, as well as any written reports, opinions, and non-written planning and consulting services provided by the Advisor. Without prior written consent from the Advisor, the Company shall not provide or disclose the contents of this agreement or any materials and documents submitted by the Advisor to any third party.

9.3

The confidentiality obligations set forth above shall remain in effect for three years after the expiration, termination, or cancellation of this agreement.

9.4

The confidentiality obligations do not apply to the following information:

9.4.1

Information in the public domain;

9.4.2

Information that becomes public knowledge without the fault of the party under confidentiality obligations;

9.4.3

Information obtained from sources other than the party under confidentiality obligations, where such sources are not subject to confidentiality obligations;

9.4.4

Information disclosed as required by law, court order, or other governmental authority.

13.1

Any matters not covered by this agreement may be determined by both parties through mutual consultation and the signing of a supplementary agreement or confirmation letter. In case of any inconsistency between the supplementary agreement or confirmation letter and this agreement, the terms of the supplementary agreement or confirmation letter shall prevail.

13.2

This agreement may be amended, rescinded, or terminated by mutual agreement of both parties.

14.1

This agreement is executed in two copies, with each party holding one copy, and both copies have equal legal effect.

14.2

This agreement shall come into effect from the date on which it is signed or stamped by the legal representatives of both parties and affixed with their respective official seals. This agreement may be signed electronically and is deemed as valid as a physical signature, carrying legal binding force.

14.3

This agreement supersedes any prior oral agreements, understandings, or memoranda of understanding reached by the parties concerning the entrusted matters.

14.4

If any provision of this agreement is found to be invalid due to non-compliance with laws and regulations, it shall not affect the validity of the remaining provisions. The parties may renegotiate and reach new provisions that comply with legal and regulatory requirements in accordance with the intent of the agreement.

14.5

The failure of a party to exercise any rights under this agreement should not be construed as a waiver of those rights, nor should it limit the future exercise of such rights.

14.6

The "Confidentiality Undertaking" signed as part of the performance of this agreement is an integral part of this agreement and has the same legal effect as this agreement.