10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended ### September 30, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from to

Commission

File Number: 001-42515

TENHoldings, Inc.

(Exactname of registrant as specified in its charter)

Nevada	99-1291725
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(I.R.S. Employer<br><br> <br>Identification No.)

1170Wheeler Way

Langhorne,PA 19047

(Address of principal executive offices) (Zip Code)

1.800.909.9598

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock	XHLD	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As

of October 30, 2025, there were 44,592,464 shares of common stock, par value $0.0001 per share, outstanding.

TEN

Holdings, Inc.

Form

10-Q

For

the Quarterly Period Ended September 30, 2025

		Page
Part<br> I	Financial Information	1
Item<br> 1	Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item<br> 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item<br> 3	Quantitative and Qualitative Disclosures about Market Risk	29
Item<br> 4	Controls and Procedures	29
Part<br> II	Other Information	30
Item<br> 1	Legal Proceedings	30
Item<br> 1A	Risk Factors	30
Item<br> 2	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item<br> 3	Defaults Upon Senior Securities	31
Item<br> 4	Mine Safety Disclosures	31
Item<br> 5	Other Information	31
Item<br> 6	Exhibits	32
Signatures		33

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TEN

Holdings, Inc.

PART

I - FINANCIAL INFORMATION

Item

Financial Statements

TEN

HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS

(inthousands, except share and per share data)

			December<br> 31,
			2024
			(Audited)
ASSETS
Current Assets:
Cash and cash<br> equivalents	310		$	48
Accounts receivable, net	538			515
Advance - related party	2,102			—
Prepaid<br> expenses and other current assets	207			1,224
Total<br> Current Assets	3,157			1,787
Non-current Assets:
Advance - non-current -<br> related party	2,624			—
Property and equipment,<br> net	183			219
Operating lease right-of-use<br> assets, net	475			530
Intangible<br> assets, net	4,307			3,888
Total<br> Non-current Assets	7,589			4,637
Total<br> Assets	10,746		$	6,424
LIABILITIES AND SHAREHOLDERS’<br> EQUITY
Current Liabilities:
Accounts payable	505		$	634
Accrued expenses	1,109			1,053
Deferred revenue	256			147
Current portion of operating<br> lease liabilities	78			71
Short-term<br> loans - related party	4,572			5,617
Total<br> Current Liabilities	6,520			7,522
Non-current Liabilities:
Non-current<br> operating lease liabilities	442			502
Total<br> Non-current Liabilities	442			502
Total<br> Liabilities	6,962			8,024
Shareholders’ Equity:
Preferred stock; 0.0001<br> par value – 1,000,000<br> shares authorized as of September 30, 2025 and December 31, 2024 ; No<br> shares issued or outstanding as of September 30, 2025 and December 31, 2024	-			-
Common stock, 0.0001<br> par value – 250,000,000<br> shares authorized as of September 30, 2025 and December 31, 2024; 36,637,646<br> and 25,689,130<br> shares issued and outstanding as of September 30, 2025 and December 31, 2024	7			5
Additional paid-in capital	15,306			317
Accumulated<br> deficit	(11,529	)		(1,922	)
Total<br> Shareholders’ Equity (Deficit)	3,784			(1,600	)
Total<br> Liabilities & Shareholders’ Equity	10,746		$	6,424

All values are in US Dollars.

The accompanying notes are an integral part of the consolidated financial statements.

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TEN

HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS

(inthousands, except share and per share data)

(Unaudited)

	Three<br> Months Ended Sep 30,						Nine<br> Months Ended Sep 30,
	2025			2024			2025			2024
Revenue	$	543		$	535		$	2,398		$	2,686
Cost of revenue		138			109			499			534
Gross profit		405			426			1,899			2,152
Operating expenses:
Selling, General and Administrative<br> Expenses		2,185			1,311			9,504			3,759
Depreciation<br> expenses		147			14			443			41
Total<br> operating expenses		2,332			1,325			9,947			3,800
Loss from operations		(1,927	)		(899	)		(8,048	)		(1,648	)
Other income (expenses), net		(1	)		(23	)		(1,351	)		(26	)
Interest expenses, net		(59	)		(62	)		(208	)		(136	)
Loss before income taxes		(1,987	)		(984	)		(9,607	)		(1,810	)
Income tax credit		—			(9	)		—			(9	)
Net Loss	$	(1,987	)	$	(975	)	$	(9,607	)	$	(1,801	)
Net loss per share attributable<br> to common shareholders, basic and diluted	$	(0.10	)	$	(0.04	)	$	(0.31	)	$	(0.07	)
Weighted-average number<br> of common stocks outstanding used to compute net loss per share, basic and diluted		20,567,937			25,000,000			31,095,401			25,000,000

The accompanying notes are an integral part of the consolidated financial statements.

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TEN

HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)

(inthousands, except share data)

(Unaudited)

	Stock<br> Class				Additional					Total<br> <br>Stockholders’
	Common<br> Stocks				Paid-In		Accumulated			Equity
	Shares		Amount		Capital		deficit			(Deficit)
Balance, June 30, 2025		35,117,037	$	6	$	14,879	$	(9,542	)	$	5,343
Shares issued for cash		1,458,859		1		425		-			426
Issuance of underwriter shares		61,750		-		-		-			-
Stock-based compensation		-		-		2		-			2
Net loss		-		-		-		(1,987	)		(1,987	)
Balance, September<br> 30, 2025		36,637,646	$	7	$	15,306	$	(11,529	)	$	3,784
	Stock<br> Class				Additional					Total<br><br> <br>Stockholders’
---	---	---	---	---	---	---	---	---	---	---	---	---
	Common<br> Stocks				Paid-In		Accumulated			Equity
	Shares		Amount		Capital		deficit			(Deficit)
Balance, December 31, 2024		25,689,130	$	5	$	317	$	(1,922	)	$	(1,600	)
Issuance of shares upon<br> initial public offering, net off offering costs		1,667,000		-*		7,842		-			7,842
Stock-based compensation		-		-		3,517		-			3,517
Issuance of shares in connection with consulting<br> agreement		1,337,312		-		-		-			-
Issuance of shares in settlement of claims,<br> pursuant to Section 3(a)(10)		5,541,450		1		3,205		-			3,206
Issuance of shares in settlement of claims		5,541,450		1		3,205		-			3,206
Share issued for cash		2,341,004		1		425		-			426
Issuance of underwriter shares		61,750		-		-		-			-
Net<br> loss		-		-		-		(9,607	)		(9,607	)
Balance, September 30, 2025		36,637,646	$	7	$	15,306	$	(11,529	)	$	3,784
*	Less than $1
---	---

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| --- | | | Stock Class | | | | Additional | | | | | Total Stockholders’ | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Common Stocks | | | | Paid-In | | Accumulated | | | Equity | | | | | Shares | | Amount | | Capital | | deficit | | | (Deficit) | | | | Balance, June 30, 2024 | | 25,000,000 | $ | 5 | $ | — | $ | 222 | | $ | 227 | | | Net loss | | - | | - | | - | | (975 | ) | | (975 | ) | | Balance, September 30, 2024 | | 25,000,000 | $ | 5 | $ | — | $ | (753 | ) | $ | (748 | ) | | | Stock Class | | | | Additional | | | | | Total Stockholders’ | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Common Stocks | | | | Paid-In | | Accumulated | | | Equity | | | | | Shares | | Amount | | Capital | | deficit | | | (Deficit) | | | | Balance, December 31, 2023 | | 25,000,000 | $ | 5 | $ | — | $ | 1,046 | | $ | 1,051 | | | Balance | | 25,000,000 | $ | 5 | $ | — | $ | 1,046 | | $ | 1,051 | | | Net loss | | - | | - | | - | | (1,799 | ) | | (1,801 | ) | | Balance, September 30, 2024 | | 25,000,000 | $ | 5 | $ | — | $ | (753 | ) | $ | (748 | ) | | Balance | | 25,000,000 | $ | 5 | $ | — | $ | (753 | ) | $ | (748 | ) |

The accompanying notes are an integral part of the consolidated financial statements.

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TEN

HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(inthousands)

(Unaudited)

	Nine<br> Months Ended September 30,
	2025			2024
Cash flows from operating<br> activities:
Net loss	$	(9,607	)	$	(1,801	)
Adjustments to reconcile net loss to net cash<br> used in operating activities:
Depreciation and amortization		444			40
Noncash lease expenses		56			53
Noncash interest expenses		207			—
Stock-based compensation		3,517			—
Loss on extinguishment<br> of debt		1,345			—
Changes in operating assets<br> and liabilities:
Accounts receivable		(23	)		(33	)
Advance - related party		(4,726	)		—
Prepaid expenses and other<br> assets		(11	)		52
Income tax receivable		—			91
Accounts payable		(136	)		(50	)
Accrued expenses		(157	)		35
Deferred revenue		109			(105	)
Operating<br> lease liabilities		(53	)		(47	)
Net cash used in operating<br> activities		(9,035	)		(1,763	)
Cash flows from investing<br> activities:
Purchase of property and equipment		-			(36	)
Purchase of capitalized<br> internal-use software		(828	)		(781	)
Net cash used in investing<br> activities		(828	)		(817	)
Cash flows from financing<br> activities
Proceeds from short-term loans - related party		2,827			3,274
Repayments of short-term loans - related party		(2,000	)		-
Proceed from issuance of shares		9,326			-
Payment for deferred offering costs		(28	)		(794	)
Net cash provided by financing<br> activities		10,125			2,480
Net change in cash and cash equivalents		262			(100	)
Cash and cash equivalents<br> at beginning of period		48			357
Cash and cash equivalents<br> at end of period	$	310		$	257

The accompanying notes are an integral part of the consolidated financial statements.

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TEN

HOLDINGS, INC. AND ITS SUBSIDIARIES

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(inthousands, except share and per share data)

1.Organization, Nature of Business

TEN Holdings, Inc. (the “Company”) was incorporated on February 12, 2024 in Pennsylvania to act as the holding company of Ten Events, Inc. (“Ten Events”), which was incorporated in Pennsylvania on December 5, 2011 and is an operating entity. Ten Events was formed for the purpose of planning, producing, and broadcasting virtual and hybrid events using its event platform, the Xyvid Pro Platform, and delivering physical events. Ten Events’ platform provides a dynamic, interactive, and engaging virtual event experience to its clients and enables clients to engage and interact with their target audience anywhere in the world through event webcasting.

At

incorporation, the Company issued 100 shares of common stock with no stated par value. On July 2, 2024, as part of its reorganization, the Company entered into a share exchange agreement with V-Cube, Inc., the Company’s principal shareholder. The Company acquired 1,000 shares of Ten Events from V-Cube, Inc. in exchange

for100 shares of common stock of the Company’s. After the share exchange, Ten Events became

a wholly owned subsidiary of the Company.

On

July 24, 2024, the Company changed its domicile of incorporation from the Commonwealth of Pennsylvania to the State of Nevada. Thereupon, each share of common stock, no par value per share, of the Company that was issued and outstanding was automatically converted into a share of common stock, par value $0.0001 of the Company. After domestication, the total common stock issued and outstanding is 50,000,000 shares.

On October 9, 2024, the Company’s sole director and majority shareholder approved a reverse stock split of the Company’s issued common stock at a ratio of 2:1, which became effective on October 9, 2024. As a result of the reverse stock split,

25,000,000

shares of common stock were issued and outstanding as of October 9, 2024.

The reorganization involves entities under common control. Under the guidance in ASC 805-50, for transactions between entities under common control, the assets, liabilities, and results of operations are recognized at their carrying amounts on the date of the restructuring, which required retrospective combination of the Company and Ten Events. The Company’s consolidated financial statements have been prepared as if the existing corporate structure had been in existence throughout all periods presented rather than from the incorporation. This includes a retrospective presentation for all equity related disclosures, which were under common control throughout the relevant periods as a single economic enterprise although legal parent-subsidiary relationship were not established.

Goingconcern

The Company has evaluated whether there are certain conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to attract and retain revenue generating customers, acquire new customer contracts, and additional financing.

he

Company has incurred and continues to incur losses from operations as well as negative cash flow from operations. For the nine months ended September 30, 2025, the Company had a net loss of $9,607, net cash used in operations of $9,035 and an accumulated deficit of $11,529. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

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The Company may consider obtaining additional financing in the future through the issuance of the Company’s common stock, through other equity or debt financing, or other means. The Company, however, is dependent upon its ability to obtain new revenue generating customer contracts and its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.Summary of Significant Accounting Policies

Basisof Presentation

The accompanying unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements.

The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s financial position, results of operations, shareholders’ equity, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2025 or any other future interim periods.

As an emerging growth company, the Jumpstart Our Business Startups Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to delay adoption of certain new or revised accounting standards. As a result, the Company’s consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.

Basisof Consolidation

The Company consolidates entities in which it has a controlling financial interest: Ten Events and V-Cube USA Acquisition Company, LLC. Intercompany balances and transactions have been eliminated in such consolidation.

Useof Estimates

The preparation of the consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenue and expense during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, allowance for credit losses, useful lives of property and equipment and capitalized software, the carrying value of operating lease right-of-use assets and impairment of long-lived assets. Actual results could differ from those estimates.

RevenueRecognition

The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented in the consolidated financial statements. To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows:

1 – Identification of the contract with a customer

2 – Identification of the performance obligation in the contract

3 – Determination of the transaction price

4 – Allocation of the transaction price to the performance obligation in the contract

5 – Recognition of revenue when, or as, a performance obligation is satisfied

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Hybrid,virtual and physical event revenue

Revenue from hybrid, virtual and physical events is generated from producing and delivering hybrid or virtual events using the Company’s platform, the Xyvid Pro Platform, or delivering physical events. Virtual events are online events and conferences where participants interact in an online environment, and physical events are events where participants meet in a physical location.

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The transaction price is generally fixed at contract inception and is based on the agreed upon rates stated in the contract which indicates the amount of consideration the Company expects to be entitled to in exchange for satisfaction of performance obligation (i.e., delivering events). The amount on the final invoice depends on the actual work performed and might differ from the amount stated in the initial contract. When there is variable consideration included in the transaction price if, in the management’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur, the Company and the customer agree on the price on the final invoice, and revenue is recognized based on the amount on the final invoice. None of our contracts contain a significant financing component. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to government entities.

Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised services to the customer, which is upon completion of the event. Revenue is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services.

The Company sometimes enters into the contract with a bundle of events. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price. The Company’s contracts with multiple performance obligations are generally sold over the same contract terms as that of the contract with single performance obligation and have the same pattern of transferring services to the customer, and therefore, they are accounted for as one combined performance obligation in the context of the contract.

From time to time, the Company engages subcontractors for delivering events. The Company assesses and records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. For events delivered with subcontractors, the Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified vendors, (ii) has the discretion to select the vendors and establish their price and duties, and (iii) bears the risk for services that are not fully paid for by its customers.

SegmentInformation

The Company currently operates its business as one operating segment which includes two revenue types: Hybrid and Virtual Events and Physical Events. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer (“CEO”), who reviews financial information for purposes of making operating decisions, assessing financial performance, and allocating resources. The Company’s CODM evaluates financial information as a whole for the purpose of assessing financial performance and making operating decisions.

Concentrationof Customers and Vendors

The

consolidated balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. The Company continuously evaluates the credit worthiness of its customers’ financial condition and generally does not require collateral. The Company maintains cash balances in bank accounts that may, at times, exceed Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. The Company incurred no losses from such accounts and management considers the risk of loss to be minimal.

For the nine months ended September 30, 2025 and 2024, there was one customer who accounted for more than 10% of the Company’s total revenue in both periods. As of September 30, 2025 and December 31, 2024, there were two customers who accounted for more than 10% of the Company’s total accounts receivable in both periods.

For the nine months ended September 30, 2025 and 2024, there was one supplier and there were two suppliers, respectively, who accounted for more than 10% of the Company’s total purchase in the respective periods. As of September 30, 2025 and December 31, 2024, there were three and four suppliers, respectively, who accounted for more than 10% of the Company’s total accounts payable in the respective periods.

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Cashand Cash Equivalents

The Company considers all highly liquid short-term investments purchased with an initial maturity date of three months or less to be cash equivalents.

AccountsReceivable, Net

Accounts receivable primarily consist of the amounts billed and currently due from customers, net of an allowance for credit losses, if recorded. When the Company has an unconditional right to payment, subject only to the passage of time, the right is treated as receivable. The Company’s accounts receivable balances are unsecured, bearing no interest. Fees billed in advance of the related contractual term represent contract liabilities and are presented as deferred revenue. Typical payment terms provide for customer payment within 30 to 90 days of the invoice date.

Accounts receivable are subject to collection risk. The Company performs evaluations of its customers’ financial positions and generally extends credit on account, without collateral.

At each balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist.

The allowance estimate is derived from a review of the Company’s historical losses on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s customers’ composition have remained constant. The Company did not record an allowance for credit loss as of September 30, 2025 and December 31, 2024.

The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income or an offset to credit loss expense in the year of recovery. The Company did not have any write-offs of receivables during the nine months ended September 30, 2025 and 2024.

The

amount of accounts receivable included at December 31, 2024 and 2023 as the beginning of each period presented was $515 and $359, respectively.

DeferredOffering Costs

Deferred offering costs include specific incremental costs directly attributable to the Company’s initial public offering of securities. Deferred offering costs exclude management salaries or other general and administrative expenses. These costs are being deferred and were charged against the gross proceeds of the offering. Deferred offering costs are included in prepaid expenses and other current assets in the Consolidated Balance Sheets.

Upon the completion of the initial public offering, the deferred offering costs were fully charged to additional paid-in capital, and there was no balance as of September 30, 2025.

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Propertyand Equipment, Net

Property and equipment are recorded at the cost less accumulated depreciation. Depreciation is computed using the straight-line method. The estimated useful lives of assets are as follows:

Schedule of Estimated Useful Lives of Assets

Property and Equipment	Estimated Useful Life
Computer<br> and equipment	7<br> years
Furniture<br> and fixture	10<br> years
Leasehold<br> improvement	Shorter<br> of 10 years or lease term

Repair and maintenance costs are expensed as incurred.

IntangibleAssets

Intangible assets consist of capitalized software. The Company accounts for its software development costs in accordance with the guidance in ASC 350-40, Internal-use software. The costs incurred prior to the application development stage and post implementation are expensed as incurred. Direct and incremental internal and external costs incurred during the application development stage are capitalized until the application is substantially complete and ready for its intended use, at which point amortization begins. Training, data conversion and maintenance costs are expensed as incurred. Costs of capitalized software are amortized on a straight-line basis over the estimated period of benefit, which is approximately five to seven years, and are recorded in cost of revenue in the Consolidated Statements of Operations.

Impairmentor Disposal of Long-Lived Assets

Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if the carrying amount is not recoverable when compared to the Company’s undiscounted cash flows, and the impairment loss is measured based on the difference between the carrying amount and fair value. Long-lived assets held for sales are reported at the lower of cost or fair value less costs to sell.

Leases

Leases are comprised of operating leases for office space. In accordance with FASB ASC Topic 842, Leases, the Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, current portion of operating lease liabilities, and non-current operating lease liabilities in the Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

For leases with terms greater than 12 months, the Company records a ROU asset and a lease liability representing the present value of future lease payments. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, or the Company’s collateralized incremental borrowing rate. The implicit rate within the Company’s leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. The Company estimates its incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. For those contracts that include fixed rental payments for both the use of the asset (“lease costs”) as well as for other occupancy or service costs relating to the asset (“non-lease costs”), the Company generally includes both the lease costs and non-lease costs in the measurement of the lease asset and liability.

The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all asset classes. Lease expenses for the Company’s operating leases are recognized on a straight-line basis over the lease term except for variable lease costs, which are expensed as incurred. The Company does not recognize ROU assets and operating lease liabilities that arise from leases with an initial lease term of 12 months or less.

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FairValue Measurements

The Company reports financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis in accordance with ASC Topic 820 Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement.

The levels of the fair value hierarchy are as follows:

Level 1: Quoted price in an active market for identical assets or liabilities.

Level 2: Quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3: Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable, and short-term loans approximate fair values due to the short-term nature of these instruments.

DeferredRevenue

Contract

liabilities consist of deferred revenue. Revenue is deferred when the Company has the right to invoice in advance of performance under a customer contract. The current portion of deferred revenue balances is recognized over the next 12 months. The amount of revenue recognized during the nine months ended September 30, 2025 and the year ended December 31, 2024 that was included in deferred revenue at the beginning of each period was $147 and $275, respectively.

Costof Revenue

Cost of revenue primarily consists of costs paid to its employees for delivering events and costs of renting equipment and studio.

Advertisingand Marketing Costs

Advertising

and marketing costs are expensed as incurred and are included in selling, general and administrative expenses in the Consolidated Statement of Operations. For the nine months ended September 30, 2025 and 2024, these costs were $651 and $106, respectively.

EmployeeBenefit Plan

Substantially all employees are eligible to participate in the 401(k) defined contribution plan which is sponsored by the Company. Participants may contribute a portion of their compensation to the plan up to the maximum amount permitted under Section 401(k) of the Internal Revenue Code. At the Company’s discretion, the Company can match a portion of the participants’ contributions. During the nine months ended September 30, 2025 and 2024, the Company recognized $54 and $35, respectively, of expenses for the defined contribution plans.

IncomeTaxes

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the differences between the financial statement and tax basis of assets, liabilities and net operating loss by using enacted tax rate in effect for the fiscal year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

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The Company recognizes deferred tax assets to the extent that these assets are believed to be more likely than not to be realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

The Company files tax returns in the tax jurisdictions of the United States. Tax benefits for uncertain tax positions are based upon management’s evaluation of the information available at the reporting date. To be recognized in the financial statements, a tax benefit must be at least more likely than not of being sustained based on technical merits. The benefit for positions meeting the recognition threshold is measured as the largest benefit more likely than not of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.

NetLoss per Share

Basic net loss per common stock is calculated by dividing the net loss by the weighted-average number of common stocks outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per common stock is computed by dividing the net loss by the weighted-average number of common stocks and potentially dilutive securities outstanding for the period determined using the treasury stock method.

RecentlyIssued Accounting Pronouncements

The following Accounting Standards Updates (“ASUs”) were issued by the Financial Accounting Standards Board (“FASB”) which relate to or could relate to the Company as concerns the Company’s normal ongoing operations or the industry in which the Company operates.

In July 30, 2025, the FASB issued ASU No. 2025-05 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses forAccounts Receivable and Contract Assets. This ASU provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The requirements are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted, and entities should apply the amendments prospectively. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose, for interim and annual reporting periods, additional information about certain income statement expense categories. The requirements are effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Entities are permitted to apply either the prospective or retrospective transition methods. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires entities to disclose specific categories in the rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold. It also requires entities to disclose certain information about income taxes paid and other disclosures related to income and income tax expense from continuing operations. The standard is effective for fiscal years beginning after December 15, 2024 for public business entities and for fiscal years beginning after December 15, 2025 for all other entities. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

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In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). This ASU incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“ASC”). The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of ASC Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the ASC with the SEC’s regulations. The ASU has an unusual effective date and transition requirements since it is contingent on future SEC rule setting. If the SEC fails to enact required changes by June 30, 2027, this ASU is not effective for any entities. Early adoption is not permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statement

3.Property and Equipment, Net

As of September 30, 2025 and December 31, 2024, property and equipment consisted of the following:

Schedule of Property and Equipment

	September<br> 30,			December<br> 31,
	2025			2024
Computer and equipment	$	419		$	419
Furniture and fixture		17			17
Leasehold improvement		20			20
Total property and equipment		456			456
Less: Accumulated depreciation		(273	)		(237	)
Total<br> property and equipment, net	$	183		$	219

The Company recognized depreciation expenses on property and equipment of $36 and $40 during the nine months ended September 30, 2025 and 2024, respectively.

4.Intangible Assets, Net

The

Company’s intangible assets consist of internally developed capitalized software. As of September 30, 2025 and December 31, 2024, the balance of the capitalized software was $3,806 in both periods. $1,045 and $218 was under the application development stage as of the respective period end. The Company has performed impairment assessment and identified no triggering events or circumstances indicating that the carrying amount of the intangibles may be impaired and determined no impairment was necessary.

As of September 30, 2025 and December 31, 2024, intangible assets consisted of the following:

Schedule of Intangible Assets

	September<br> 30,			December 31,
	2025			2024
Capitalized software	$	3,806		$	3,806
Under the application<br> development stage		1,045			218
Total intangible assets		4,851			4,024
Less: Accumulated amortization		(544	)		(136	)
Intangible<br> assets, net	$	4,307		$	3,888

The Company recognized amortization expenses on intangible assets of $408 and Nil during the nine months ended September 30, 2025 and 2024, respectively.

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5.Leases

The Company has an operating lease for its office space in Pennsylvania. As of September 30, 2025 and December 31, 2024, the following amounts were recorded in the Consolidated Balance Sheets relating to the Company’s operating lease.

Schedule of Operating Lease

	September<br> 30,		December 31,
	2025		2024
Right-of-Use Assets
Operating lease assets	$	475	$	530
Lease Liabilities
Operating lease liabilities - Current	$	78	$	71
Operating lease liabilities - Non-current	$	442	$	502

The following table summarizes the contractual maturities of operating lease liabilities as of September 30, 2025:

Schedule of Maturities of Operating Lease Liabilities

2025 (remaining)	$	26
2026		108
2027		112
2028		117
2029		121
Thereafter		126
Total lease payments		610
Less amounts representing<br> interest		(90	)
Present value of lease payments		520
Less: current portion		(78	)
Non-current lease liabilities	$	442

The following table illustrates information for the Company’s operating lease during the nine months ended September 30, 2025 and the year ended December 31, 2024:

Schedule of Operating Lease Cost

	September<br> 30,			December 31,
	2025			2024
Total operating lease cost	$	53		$	63
Cash paid for amounts included in the measurement<br> of the operating lease liability	$	78		$	100
Weighted average remaining lease term (years)		5.3			6.0
Weighted average discount rate		6.00	%		6.00	%

6.Commitments and Contingencies

Guaranteesand Commitments

There were no commitments under certain purchase or guarantee arrangements as of September 30, 2025 and December 31, 2024.

LegalMatters

From time to time, in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. There were no such material matters as of September 30, 2025 and December 31, 2024.

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Indemnification

In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with third parties. To date, the Company has not paid any material claims or been required to defend any material actions related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

7.Accrued Expenses

As of September 30, 2025 and December 31, 2024, accrued expenses include the following components:

Schedule of Accrued Expenses

	September<br> 30,		December 31,
	2025		2024
Accrued operating expenses	$	510	$	393
Accrued payroll expenses		113		256
Other accrued expenses		486		404
Total accrued expenses	$	1,109	$	1,053

8.Short-term Loans – Related Party

Short-term loans as of September 30, 2025 and December 31, 2024 consisted of the followings:

Schedule of Short-term Loans

					September<br> 30,		December<br> 31,
	Interest<br> Rate			Maturity	2025		2024
V-cube Inc.		6.00	%	December 31, 2025	$	465	$	4,062
Wizlearn Technologies<br> Pte. Ltd.		6.00	%	December 31, 2025		1,665		1,555
Pave Education Pte. Ltd.		6.00	%	December 31, 2025		2,322		—
Naoaki<br> Mashita		6.00	%	December 31, 2025		120		—
Total<br> short-term loans					$	4,572	$	5,617

9.Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share:

Schedule of Net Loss per Share

	2025			2024			2025			2024
	Three<br> Months Ended September 30,						Nine<br> Months Ended September 30,
	2025			2024			2025			2024
Basic and diluted net loss per common share:
Net loss attributable	$	(1,987	)	$	(975	)	$	(9,607	)	$	(1,801	)
Weighted average common<br> shares outstanding – basic and diluted		20,567,937			25,000,000			31,095,401			25,000,000
Net loss per common<br> share – basic and diluted	$	(0.10	)	$	(0.04	)	$	(0.31	)	$	(0.07	)

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The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive:

Schedule of Dilutive Securities Excluded from Computation of Net Loss

	2025		2024		2025		2024
	Three<br> Months Ended September 30,				Nine<br> Months Ended September 30,
	2025		2024		2025		2024
Common stock options		1,122,925		-		1,122,925		-

10.Shareholders’ Equity

PreferredStock

As

of September 30, 2025, the Company has authorized 1,000,000 shares of preferred stock with rights and preferences, including voting rights, to be designated from time to time by the board of directors. There were no shares of preferred stock issued or outstanding as of September 30, 2025.

CommonStock

As of September 30, 2025, the Company has authorized 250,000,000 shares of common stock. Each holder of common stock is entitled to one vote for each share held as of the record date and is entitled to receive dividends, when, as and if declared by the shareholders’ meeting or the Board of Directors. The total common stock issued and outstanding as of September 30, 2025 was

36,637,646

shares.

25,000,000

shares of common stock were issued and outstanding. The Company believes it is appropriate to reflect the above transactions on a retroactive basis in accordance with ASC 260. All references made to share or per share amounts herein have been retroactively adjusted to reflect the 2:1 reverse split.

On

December 23, 2024, the convertible promissory note dated September 5, 2024, held by Naoaki Mashita, the Chief Executive Officer of V-Cube, Inc., the principal shareholder of the Company, having the outstanding principal balance of $317 was partially converted into 689,130 fully paid and non-assessable unregistered shares of common stock of the Company at a conversation price of $0.46 per share, relative to the principal amount outstanding, in accordance with the terms thereof.

On

February 18, 2025, the Company completed its initial public offering (“IPO”) of 1,667,000 shares of common stock at a public offering price of $6.00 per share. The net proceeds to the Company from the IPO, after deducting underwriting discounts and offering expenses of approximately $1,102 payable by the Company, were approximately $8,900.

On

February 19, 2025, Spirit Advisors, LLC (“Spirit Advisors”) elected to exercise certain warrants in full that were issued to it by the Company in partial consideration for consulting services rendered in connection with the IPO. The net shares issued pursuant to such exercise were 1,337,312 shares of the Company’s common stock.

On

March 17, 2025, the Company’s Board of Directors approved a share repurchase program under which the Company may repurchase up to $1,000 of its outstanding shares of common stock. On March 18, 2025, the Company entered into a letter agreement with Bancroft Capital, LLC to assist the Company with its share repurchase program.

On

April 23, 2025, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Sunpeak Holdings Corporation (“SHC”), which became effective on April 30, 2025, to settle outstanding claims owed to SHC. Pursuant to the Settlement Agreement, SHC has agreed to purchase certain outstanding payables between the Company and designated vendors of the Company totaling approximately $4.9 million (the “Claims”) and will exchange such Claims for a settlement amount payable in shares of common stock of the Company (the “Settlement Shares”). The Settlement Shares shall be priced at the closing price of the Company’s common stock, subject to adjustment pursuant to the terms of the Settlement Agreement. The Company shall also issue to SHC, on the issuance date(s), 175,000 freely trading shares pursuant to the agreement. The total as of September 30, 2025 was 5,560,000 shares were issued in settlement of claims. See “Note 11. Subsequent Events” for more information.

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On

June 23, 2025, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park Capital”). Under the Purchase Agreement, the Company may, from time to time over a 24-month period, sell to Lincoln Park Capital up to an aggregate of $20 million of newly issued shares of its common stock. During the three months ended September 30, 2025, the Company sold and issued a total of 1,458,859 shares of common stock for an aggregate purchase price of $426 to Lincoln Park Capital. In connection with the Purchase Agreement, the Company issued 882,145 shares of common stock to Lincoln Park Capital as consideration for the commitment fee on June 23, 2025.

11.Equity incentive plan

On

September 27, 2024, the Company’s Board of Directors approved the Company’s 2024 Equity Incentive Plan (the “Equity Incentive Plan”). On October 10, 2024, the Company granted stock options to certain individuals who were the Company’s directors and employees to purchase an aggregate of 2,640,250 shares of common stock at an exercise price of $0.46 per share. The options have a contractual term of ten years and vest upon the satisfaction of service conditions for Company employees and performance conditions for Company directors. Of the 2,640,250 stock options granted, 1,122,925 stock options vested on February 18, 2025 upon the completion of the Company’s IPO.

The fair value of the stock options was estimated using the Black-Scholes option-pricing model. The following table summarizes the significant assumptions used to estimate the fair value of the stock option.

Schedule of Assumptions Used to Estimate the Fair Value of the Stock Option

Expected<br> term	5<br> years
Expected<br> volatility	49.04	%
Expected<br> dividend rate	0.00	%
Risk-free<br> rate	3.75	%

The Company recognized stock-based compensation expenses of $3,517 and nil during the nine months ended September 30, 2025 and 2024, respectively. Stock-based compensation expenses are included in selling, general and administrative expenses in the Consolidated Statements of Operations.

The following is a summary of stock option activity under the Company’s Equity Incentive Plan during the nine months ended September 30, 2025:

Schedule of Stock Option Activity

			Weighted-Average<br> Grant-Date Fair Value
Unvested balance as of December 31, 2024	2,640,250		$	3.13
Granted	5,000			0.96
Vested	(1,122,925	)		3.13
Unvested balance as of September 30, 2025	1,522,325		$	3.12	9.03

As

of September 30, 2025, the Company’s unrecognized stock-based compensation expense for unvested options was $4,746.

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12.Revenue

Disaggregation of Revenue

The tables below reflect revenue by major source and timing of transfer of goods and services for the three months ended September 30, 2025 and 2024 and for the nine months ended September 30, 2025 and 2024. The Company had no revenue derived from geographical regions outside of the U.S. during the nine months ended September 30, 2025 and 2024. All revenue during the nine months ended September 30, 2025 and 2024 was recognized when the performance obligation was satisfied at point in time.

Schedule of Disaggregation of Revenue

	2025		2024		2025		2024
	Three<br> Months Ended September 30,				Nine<br> Months Ended September 30,
	2025		2024		2025		2024
Delivered events - Virtual and<br> Hybrid	$	491	$	490	$	2,059	$	2,462
Delivered events - Physical		52		45		339		224
Total	$	543	$	535	$	2,398	$	2,686

The following table summarizes the activity in deferred revenue during the nine months ended September 30, 2025 and the year ended December 31, 2024:

Schedule of Activity In Deferred Revenue

	Nine Months Ended<br> <br>September 30,			Year Ended<br> <br>December 31,
	2025			2024
Balance, beginning of year	$	147		$	275
Revenue earned		(840	)		(1,245	)
Deferral of revenue		949			1,117
Balance, end of year	$	256		$	147

13.Cost of Revenue

Disaggregation of Cost of revenue

The table below reflects cost of revenue by major source for the three months ended September 30, 2025 and 2024 and for the nine months ended September 30, 2025 and 2024.

Schedule of Disaggregation of Cost of Revenue

	2025		2024		2025		2024
	Three<br> Months Ended September 30,				Nine<br> Months Ended September 30,
	2025		2024		2025		2024
Delivered events - Virtual and<br> Hybrid	$	114	$	91	$	421	$	463
Delivered events - Physical		24		18		78		71
Total	$	138	$	109	$	499	$	534

14.Consulting and Advisory Agreement

On July 18, 2025, the Company entered into a market

awareness agreement, dated as of June 27, 2025 (the “MCA Agreement”), with MicroCap Advisory, LLC (the “MC Advisor”), pursuant to which the MC Advisor will provide investor communications and market awareness services to the Company for a six-month term. The MC Advisor will develop and implement a multi-step investor outreach strategy, including positioning, media planning, and campaign execution. As compensation, the MC Advisor will receive a $15,000 setup fee and $100,000 per month, beginning one week after execution of the MCA Agreement. Additionally, the Company will issue 500,000 fully earned warrants to the MC Advisor, exercisable at $0.40 per share for two years, with anti-dilution adjustments in the event of a reverse stock split and cashless exercise rights if unregistered. Either party may terminate the MCA Agreement after 60 days upon 30 days’ written notice. As of the date of this quarterly report, the Company has not issued any warrants to the MC Advisor. The Company expects to issue the foregoing warrants to the MC Advisor by the end of 2025.

On

February 5, 2024, the V-Cube, Inc., the majority shareholder of the Company, entered into a consulting and services agreement with Spirit Advisors, which agreement was assigned to and assumed by the Company on September 5, 2024. Pursuant to the agreement, the Company agreed to compensate Spirit Advisors with warrants, which became exercisable upon completion of the Company’s IPO for the period of 10 years to purchase 4.9% of the fully diluted share capital of the Company as of February 12, 2024 for an exercise price per share of $0.02, subject to adjustments as set forth in the warrants, as partial compensation for professional services provided by Spirit Advisors in connection with the IPO.

The

warrants became exercisable upon the completion of the IPO. On February 19, 2025, Spirit Advisors elected to exercise its warrants in full. The net shares issued under this exercise were 1,337,312 shares of common stock.

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15.Related Party

The related parties that had material balances as of September 30, 2025 and December 31, 2024 and transactions for the nine months ended September 30, 2025 and 2024 consist of the following:

Schedule of Related Parties Material Balances and Transactions

Name<br> of Related Party	Nature<br> of Relationship at September 30, 2025
V-Cube, Inc.	The majority shareholder of the Company
Wizlearn Technologies<br> Pte. Ltd.	An affiliate of the Company
Naoaki Mashita	Chief Executive Officer of V-Cube, Inc.,<br> the majority shareholder of the Company
Name<br> of Related Party	Nature<br> of Relationship at December 31, 2024
---	---
Dyventive, Inc	A company controlled by Dave Kovalcik, the<br> director of V-cube Inc., the majority shareholder of the Company
GHDLCK, LLC	A company controlled by an immediate family<br> member of Dave Kovalcik, the director of V-cube Inc., the majority shareholder of the Company
PharMethod, Inc	A company controlled by Dave Kovalcik, the<br> director of V-cube Inc., the majority shareholder of the Company
V-Cube, Inc.	The majority shareholder of the Company
Wizlearn Technologies<br> Pte. Ltd.	An affiliate of the Company

The Company had the following related party balances as of September 30, 2025 and December 31, 2024:

Schedule of Related Party Balances

		September<br> 30,		December<br> 31,
	Nature of<br> transactions	2025		2024
Advance<br> to related party:
V-Cube, Inc.	Advance payment made for IT outsourcing<br> and market advisory services		1,621		—
V-Cube, Inc.	Advance payment made for marketing and business<br> development		543		—
V-Cube, Inc.	Advance payment made for consultancy services		1,537		—
V-Cube, Inc.	Advance payment made for advisory services		1,025		—
Payable<br> due to related party:
GHDLCK, LLC	Accounts payable related to rental expenses		—		83
PharMethod, Inc	Accounts payable related to operating expenses		—		73
Short-term<br> loans due to related parties:
V-cube Inc.	Loan payable for working capital		465		4,062
Wizlearn Technologies<br> Pte. Ltd.	Loan payable for working capital		1,665		1,555
Pave Education Pte. Ltd.	Loan payable for working capital		2,322		—
Naoaki Mashita	Loan payable for working capital		120		—

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Advance

— related party balances are unsecured and bearing no interest, including $2,102 classified as current and $2,624 classified as long-term, represent payments the Company made on behalf of its majority shareholder, V-Cube, Inc., for services that will be provided to V-Cube, Inc. These amounts will be reimbursed to the Company by V-Cube, Inc.

The Company had the following related party transactions during the nine months ended September 30, 2025 and 2024:

Schedule of Related Party Transactions

		Nine<br> Months Ended September 30,
	Nature of<br> transactions	2025		2024
Revenue from<br> related parties:
Dyventive,<br> Inc	Sales from delivered events	$	—	$	26
PharMethod, Inc	Sales from delivered events		—		38
Selling, General<br> and Administrative Expenses with related party:
GHDLCK, LLC	Rental expense for the Company’s office		—		75

16.Subsequent Events

The Company has evaluated subsequent events after the consolidated balance sheet date through November 10, 2025, the date the consolidated financial statements were available for issuance. Management has determined that no significant events or transactions have occurred subsequent to the consolidated balance sheet date that require both recognition and disclosure in the consolidated financial statements, except those disclosed below.

Subsequent

to September 30, 2025, the Company issued 4,454,818 shares of common stock to Lincoln Park for a price of weighted average price of $0.32 per share, or an aggregate of $945,542, pursuant to the terms of the Purchase Agreement. The Company also issued 2,000,000 shares of common stock to Spirit Advisors LLC in exchange for advisory services related to the Company’s financing initiatives.

On

October 28, 2025, SHC initiated a share exchange of 1,500,000 for a partial repayment of debt obligations. Following this, on October 31, 2025, the Company and SHC entered into a Release Agreement (the “Release”) pursuant to which SHC agreed to release the Company from any and all further payments or obligations under the Settlement Agreement in exchange for a payment of $250,000 from the Company, which payment was made on October 30, 2025. Pursuant to the terms of the Release, the Company is liable for any remaining Claims which were not satisfied by SHC pursuant to the terms of the Settlement Agreement.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Thefollowing discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes includedelsewhere in this Quarterly Report on Form 10-Q.

Forward-LookingStatements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “might,” “will,” “should,” “would,” “could,” “likely,” “estimate,” “intend,” “continue,” “future,” “potential,” “believe,” “expect,” “plan,” “project,” “target,” “forecast,” “outlook,” or “anticipate,” and other similar words or phrases. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in the “Risk Factors” section included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities Exchange Commission (the “SEC”) on March 28, 2025 (the “Annual Report”) .

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this Quarterly Report on Form 10-Q. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report.

BusinessOverview

We are a provider of event planning, production, and broadcasting services headquartered in Pennsylvania. We mainly produce virtual and hybrid events and physical events. Virtual and hybrid events involve virtual and hybrid event planning, production and broadcasting services, and continuing education services, all of which are supported by our proprietary Xyvid Pro Platform. Physical events were added to our revenue streams, due to our corporate restructuring completed in fiscal year 2023, and mainly involve live streaming and video recording of physical events.

As of the date of this Quarterly Report on Form 10-Q, we primarily generate revenue from virtual and hybrid events delivered to corporate customers. We experienced an increase in our total revenue in the third quarter of fiscal year 2025, mainly due to a higher demand in physical events during the period vs the same period last year. For the nine months ended September 30, 2025 and 2024, we had total revenue of approximately $543,000 and $535,000, respectively, and net loss of approximately $1,987,000 and $975,000, respectively. For the nine months ended September 30, 2025 and 2024, the revenue generated from virtual and hybrid events was approximately $2,059,000 and $2,462,000, respectively, accounting for approximately 86% and 92% of our total revenue, respectively; and the revenue generated from physical events was approximately $339,000 and $224,000, respectively, accounting for approximately 14% and 8% of our total revenue, respectively.

Our mission is to deliver top-tier planning, production, and broadcasting services for virtual, hybrid and physical events. Our goal is to become a global leader in innovative virtual events that enhance engagement and connectivity, making impactful and memorable experiences accessible to all.

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KeyFinancial Performance Indicators

Revenue

Our revenue is derived from the provision of virtual and hybrid events and physical events on our Xyvid Pro Platform.

Costof revenue

Our cost of revenue is primarily driven by the costs paid to our employees for producing events and the costs of renting equipment and our studio.

Selling,general and administrative expenses

Selling, general and administrative expenses are primarily composed of personnel costs for sales and marketing staff and general corporate functions, computer and software costs, and advertising and marketing expenses.

We expect general and administrative expenses to fluctuate as a result of operating as a public company.

Operatingprofit and operating profit margin

Operating profit is the difference between our revenue and cost of revenue and selling, general and administrative expenses. Operating profit margin is the profit margin as a percentage of revenue.

Otherincome (expenses)

From time to time, we have non-recurring, non-operating gains and losses which are reflected through other income (expense) such as gains/losses of assets, non-cash valuation adjustments related to the 3(a)(10), impairment and or write-offs of investments.

Interestexpenses

Interest expenses consist of interest expenses arising from borrowings.

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Resultsof Operations

Comparisonof Results of Operations for the three months ended September 30, 2025 and 2024

The following table sets forth our statements of operations for the three months ended September 30, 2025 and 2024:

(inthousands, except change % data)

	Three<br> Months Ended September 30,
	2025()		2024()			YoY<br> %
Revenues
Delivered events<br> - Virtual and Hybrid							0.2	%
Delivered<br> events - Physical							15.6	%
Total Revenues							1.5	%
Cost of revenues							26.6	%
Gross Profit					)		(4.9	)%
Operating expenses:
Selling, General and Administrative<br> Expenses							66.7	%
Depreciation<br> expenses							950.0	%
Total<br> operating expenses							76.0	%
Loss<br> from operations		)		)	)		114.3	%
Other expenses,<br> net		)		)			(95.7	)%
Interest<br> expenses		)		)			(4.8	)%
Loss<br> before income taxes		)		)	)		101.9	%
Income tax credit				)			(100.0	)%
Net<br> Loss		)		)	)		103.8	%

All values are in US Dollars.

Revenue

Revenue increased by $8,000, or 1.5%, to $543,000. The increase was primarily driven by following factors:

●	Revenue<br> from delivered events – Virtual and Hybrid decreased by $18,000 mainly due to events shifting out of the current quarter due<br> to shifting in event timelines from our customers.
●	Revenue<br> from delivered events – physical events increased by $26,000, mainly due to a large number of physical events taking place<br> in the quarter from our clients allowing us to recognize all of the revenue within the period.

Costof Revenue

Cost of revenue increased by $29,000, or 26.6%, to $138,000, reflecting the increase amount of physical events that took place within the period since it has a larger labor component then virtual events.

Selling,General and Administrative Expenses (“SG&A expenses”)

SG&A expenses increased by $874,000, or 66.7%, to $2,185,000, due to additional company related expense due to being a public entity which was not the case during the same period last year. Expenses such as quarterly reviews and yearly audits, NASDAQ fees, D&O insurance, and SEC legal expenses.

DepreciationExpense

Deprecation expense increased by $133,000 to $147,000 due to the continued development of Xivid Pro.

OtherIncome (Expense), net

Other expense decreased by $22,000, or 95.7%, to $1,000, primarily due to no one time items taking place in the quarter.

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InterestExpenses

Interest expenses decreased by $3,000, or 4.8%, to $59,000, primarily due to the lower outstanding short-term loans during the three months ended September 30, 2025.

NetLoss

As a result of the foregoing, the net loss was $1,987,000 during the three months ended September 30, 2025 compared to the net loss of $975,000 during the three months ended September 30, 2024.

Non-GAAPFinancial Measures

Non-GAAPNet Loss and Non-GAAP Net Loss per Share

We define non-GAAP net loss as GAAP net loss excluding the impact of stock-based compensation expense. Non-GAAP net loss per share is calculated by dividing non-GAAP net loss by the diluted weighted average shares of common stock outstanding. Our management believes non-GAAP net loss and non-GAAP net loss per share are key performance measures and uses such measures to evaluate our operating performance. Accordingly, we believe that the presentation of these adjusted operating results provides useful supplemental information to investors and facilitates the analysis and comparison of our operating results across reporting periods. Our calculation of non-GAAP net loss and non-GAAP net loss per share may differ from similarly titled non-GAAP measures, if any, reported by our peer companies and therefore may not serve as an accurate basis of comparison among companies. Non-GAAP net loss and non-GAAP net loss per share should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

	Three<br> Months Ended September 30,
	2025			2024
	(in thousands,<br> except share data)
Net Loss	$	(1,987	)	$	(975	)
Stock-based<br> compensation expense		2			-
Non-GAAP net loss	$	(1,985	)	$	(975	)
Weighted-average number<br> of shares of common stock outstanding used to compute net loss per share, basic and diluted		20,567,937			25,000,000
Net loss per share -<br> basic and diluted	$	(0.10	)	$	(0.04	)
Non-GAAP net loss per<br> share - basic and diluted	$	(0.10	)	$	(0.04	)

AdjustedEBITDA

Adjusted EBITDA is a key measure used by our management to help us analyze our financial results, establish budgets and operating goals for managing our business, evaluate our performance and make strategic decisions. Accordingly, we believe that the presentation of Adjusted EBITDA is useful supplemental information to investors and facilitates the analysis and comparison of our operating results across reporting periods. Our calculation of Adjusted EBITDA may differ from similarly titled non-GAAP measures, if any, reported by our peer companies and therefore may not serve as an accurate basis of comparison among companies. Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

We define Adjusted EBITDA as our net loss excluding: (i) interest expense, (ii) provision for income taxes, (iii) depreciation and amortization, (iv) other expense (income), and (v) stock-based compensation expense.

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The following table provides a reconciliation of net loss to Adjusted EBITDA:

	Three<br> Months Ended September 30,
	2025			2024
	(in thousands)
Net loss	$	(1,987	)	$	(975	)
Interest expenses		59			62
Provision for income taxes		-			(9	)
Depreciation and amortization		147			14
Other expenses		1			23
Stock-based compensation<br> expenses		2			-
Adjusted EBITDA	$	(1,778	)	$	(885	)

Comparisonof Results of Operations for the nine months ended September 30, 2025 and 2024

The following table sets forth our statements of operations for the nine months ended September 30, 2025 and 2024:

(inthousands, except change % data)

	Nine<br> Months Ended September 30,
	2025()		2024()			YoY<br> %
Revenues
Delivered events<br> - Virtual and Hybrid					)		(16.4	)%
Delivered<br> events - Physical							51.3	%
Total Revenues					)		(10.7	)%
Cost of revenues					)		(6.6	)%
Gross Profit					)		(11.8	)%
Operating expenses:
Selling, General and Administrative Expenses							152.8	%
Depreciation<br> expenses							980.5	%
Total<br> operating expenses							161.8	%
Loss<br> from operations		)		)	)		388.3	%
Other income (expenses),<br> net		)		)	)		5,096.2	%
Interest<br> expenses		)		)	)		52.9	%
Loss<br> before income taxes		)		)	)		430.8	%
Income tax credit				)			(100.0	)%
Net<br> Loss		)		)	)		433.4	%

All values are in US Dollars.

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Revenue

Revenue decreased by $288,000, or 10.7%, to $2,398,000. The decrease was primarily driven by following factors:

●	Revenue<br> from delivered events – Virtual and Hybrid decreased by $403,000 mainly due to an event series with our biggest customer that<br> took place in the three-month ended March 31, 2024, but did not repeat in the three month ended March 31, 2025. This event is held<br> by our biggest customer every other year.
●	Revenue<br> from delivered events – physical events increased by $115,000, mainly due to a significant amount of more deals closed and<br> delivered within the period vs the same time period last year.

Costof Revenue

Cost of revenue decreased by $35,000, or 6.6%, to $499,000, reflecting the lower direct costs associated with the lower revenue during the nine months ended September 30, 2025.

Selling,General and Administrative Expenses

SG&A expenses increased by $5,745,000, or 152.8%, to $9,504,000, primarily due to $3,500,000 of stock compensation expenses along with additional expenses of being a public company.

Deprecation expense increased by $402,000 to $443,000 due to the continued development of Xivid Pro.

OtherIncome (Expense), net

Other expense increased by $1,325,000, or 5,096.2%, to $1,351,000, primarily due to expenses in connection with entry into the Settlement Agreement during the nine months ended September 30, 2024.

InterestExpenses

Interest expenses increased by $72,000, or 52.9%, to $208,000, primarily due to the increase in short-term loans during the nine months ended September 30, 2025.

NetLoss

As a result of the foregoing, the net loss was $9,607,000 during the nine months ended September 30, 2025 compared to the net loss of $1,801,000 during the nine months ended September 30, 2024.

Non-GAAPFinancial Measures

Non-GAAPNet Loss and Non-GAAP Net Loss per Share

	Nine<br> Months Ended September 30,
	2025			2024
	(in thousands,<br> except share data)
Net Loss	$	(9,607	)	$	(1,801	)
Stock-based<br> compensation expense		3,517			-
Non-GAAP net loss	$	(6,090	)	$	(1,801	)
Weighted-average number<br> of shares of common stock outstanding used to compute net loss per share, basic and diluted		31,095,401			25,000,000
Net loss per share -<br> basic and diluted	$	(0.31	)	$	(0.07	)
Non-GAAP net loss per<br> share - basic and diluted	$	(0.20	)	$	(0.07	)

AdjustedEBITDA

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The following table provides a reconciliation of net loss to Adjusted EBITDA:

	Nine<br> Months Ended September 30,
	2025			2024
	(in thousands)
Net loss	$	(9,607	)	$	(1,801	)
Interest expenses		208			136
Provision for income taxes		-			(9	)
Depreciation and amortization		443			41
Other expenses		1,351			26
Stock-based<br> compensation expenses		3,517			-
Adjusted EBITDA	$	(4,088	)	$	(1,607	)

Liquidityand Capital Resources

Sourcesof Liquidity

Our primary liquidity needs for the next 12 months and beyond will include cash to (i) provide capital to facilitate the growth of our business, (ii) pay our short-term debt obligations, as discussed in the notes to the consolidated financial statements, and (iii) pay our operating expenses.

As of September 30, 2025 and December 31, 2024, we had cash of $310,000 and $48,000, respectively. Liquidity is a measure of our ability to meet potential cash requirements. We generally fund our operations with cash flow from operations, and, when needed, borrowed funds from financial institutions and capital injections from our majority shareholders. In June 2025, we entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), giving the us the right, but not the obligation to sell to Lincoln Park up to $20.0 million worth of shares of our common stock. As of September 30, 2025, we have sold 1,520,609 shares of common stock to Lincoln Park for proceeds of $426,000, as part of the equity line financing arrangement. As of September 30, 2025, $19.6 million was available to draw pursuant to the purchase agreement with Lincoln Park.

Our principal use of liquidity has been to fund our daily operations and working capital and we expect that to continue for the next 12 months and beyond. We expect that our cash and cash equivalents will be sufficient to fund our operating expenses and cash obligations for the next 12 months and beyond, although our ability to continue as a going concern depends upon our ability to attract and retain revenue generating customers, acquire new customer contracts, and secure additional financing.

ContractualObligations and Commitments

As of September 30, 2025, the Company had total of $5,182,0000 contractual obligations for future payments.

	As<br> of September 30, 2025
(in thousands)	Payments<br> due by period:
	Total		Less than<br> <br>1 year		1<br> – 3 years		4<br> – 5 years		More than<br> <br>5 years
Short-term debt	$	4,572	$	4,572	$	-	$	-	$	-
Operating lease payments		610		26		220		238		126
Total	$	5,182	$	4,598	$	220	$	238	$	126

As of September 30, 2025, we had outstanding short-term debt obligations of $4,572,000 which matures within the next twelve months. We also have $610,000 in operating lease obligations due over the next six years.

CapitalExpenditures

Our capital expenditures primarily consist of acquisition of computer hardware equipment and capitalized software.

During the nine months ended September 30, 2025 and 2024, we spent $828,000 and $781,000, respectively, on acquisitions of computer hardware/equipment and capitalized software.

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Off-BalanceSheet Arrangements

As of September 30, 2025, the Company did not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Cashflows for the nine months ended September 30, 2025 and 2024

(inthousands)

	Nine<br> Months Ended September 30,
	2025			2024
Cash flows from operating<br> activities:
Net loss	$	(9,607	)	$	(1,799	)
Adjustments to reconcile net loss to net cash<br> used in operating activities:
Depreciation and amortization		444			40
Noncash lease expenses		56			53
Noncash interest expenses		207			—
Stock-based compensation		3,517			—
Loss on extinguishment<br> of debt		1,345			—
Changes in operating assets<br> and liabilities:
Accounts receivable		(23	)		(33	)
Advance - related party		(4,726	)		—
Prepaid expenses and other<br> assets		(11	)		52
Income tax receivable		—			91
Accounts payable		(136	)		(50	)
Accrued expenses		(157	)		35
Deferred revenue		109			(105	)
Operating<br> lease liabilities		(53	)		(47	)
Net cash used in operating<br> activities		(9,035	)		(1,763	)
Cash flows from investing<br> activities:
Purchase of property and equipment		-			(36	)
Purchase of capitalized<br> internal-use software		(828	)		(781	)
Net cash used in investing<br> activities		(828	)		(817	)
Cash flows from financing<br> activities:
Proceeds from short-term loans - related party		2,827			3,274
Repayments of short-term loans - related party		(2,000	)		-
Proceed from issuance of shares		9,326			-
Payment for deferred offering costs		(28	)		(794	)
Net cash provided by financing<br> activities		10,125			2,480
Net change in cash and cash equivalents		262			(100	)
Cash and cash equivalents<br> at beginning of period		48			357
Cash and cash equivalents<br> at end of period	$	310		$	257

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OperatingActivities

Net cash used in operating activities mainly consists of our net loss adjusted for certain non-cash items, including stock-based compensation expense and depreciation and amortization, as well as the effect of changes in operating assets and liabilities during each period.

For the nine months ended September 30, 2025, net cash used in operating activities was $9,035,000, compared to $1,763,000 during the nine months ended September 30, 2024. The increase was primarily due to a higher net loss during the nine months ended September 30, 2025.

InvestingActivities

Net cash used in investing activities increased from $817,000 during the nine months ended September 30, 2024 to $828,000 during the nine months ended September 30, 2025. The increase was mainly due to higher spending on capitalized software development costs.

FinancingActivities

Net cash provided by financing activities increased from $2,480,000 during the nine months ended September 30, 2024 to $10,125,000 during the nine months ended September 30, 2025. The increase was primarily due to proceeds from the issuance of shares, partially offset by the repayment of short-term loans.

CriticalAccounting Policies and Estimates

The preparation of the consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience, management’s best knowledge of current events, actions that the Company may undertake in the future, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results could differ from these estimates under different assumptions or conditions. Refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of the Annual Report for a complete discussion of our critical accounting policies and estimates. There have been no material changes to our critical accounting policies and estimates since the Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide this information.

Item 4. Controls and Procedures

DisclosureControls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures from December 31, 2024 through September 30, 2025 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.

InternalControl Over Financial Reporting

There were no changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third fiscal quarter of the fiscal year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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TEN

Holdings, Inc.

PART

II - OTHER INFORMATION

Item

Legal Proceedings

We are not currently involved in any material legal proceedings. From time-to-time we are, and we anticipate that we will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.

Item 1A. Risk Factors

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 28, 2025, except that we have identified the additional risk factors set forth below.

Wecurrently have a substantial number of shares of common stock subject to potential issuance associated with our Equity Line of Credit(“ELOC”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”). The issuance or sale of shares under our ELOCwould substantially increase the number of shares outstanding and result in dilution to our security holders. This might substantiallydecrease the market price of our common stock.

We have a substantial number of shares of our common stock that may be issued in the future. On June 23, 2025, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park, pursuant to which Lincoln Park committed to purchase from us, from time to time and subject to certain limitations and conditions, up to an aggregate of $20,000,000 of our common stock over the 24-month term of the Purchase Agreement. On that date, we issued Lincoln Park 882,145 shares of our common stock. During the three months ended September 30, 2025, we issued an additional 1,520,609 shares of our common stock to Lincoln Park under our ELOC. To the extent that shares of common stock are issued or sold under our ELOC, dilution to our security holders may occur. The issuance of these additional securities may have an adverse effect on the market price of our securities.

Failureto comply with The Nasdaq Capital Market continued listing requirements may result in our common stock being delisted from The NasdaqCapital Market.

On June 30, 2025, we received a deficiency letter (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that, based upon the closing bid price of our common stock for 30 consecutive business days prior to the delivery of the Notice, we are not in compliance with the bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). We were provided a compliance period of 180 calendar days from the date of the Notice, or until December 29, 2025, to regain compliance with the Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

We will continue to monitor the closing bid price of our common stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance periods and may, if appropriate, consider available options, including implementation of a reverse stock split of our common stock, to regain compliance with the Bid Price Requirement. As previously disclosed in the preliminary information statement filed on Schedule 14C filed on October 30, 2025, our stockholders have authorized our Board to implement a reverse stock split in the range of 1-for-10 to 1-for-20. If we seek to implement a reverse stock split in order to remain listed on Nasdaq, the announcement or implementation of such a reverse stock split could negatively affect the price of our common stock. If we do not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that our common stock will be subject to delisting. We would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that we will regain compliance with the Bid Price Requirement during the 180-day compliance period or maintain compliance with the other Nasdaq listing requirements. A delisting could substantially decrease trading in our common stock, adversely affect the market liquidity of our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws, adversely affect our ability to obtain financing on acceptable terms, if at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Useof Proceeds from Initial Public Offering of Common Stock

On February 7, 2025, the SEC declared effective the Registration Statement on Form S-1, as amended (File Number 333-282621), for our initial public offering (the “IPO”), (the “IPO Registration Statement”). There has been no change to the information provided under “Use of Proceeds” in Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025

Salesof Unregistered Securities

During the three months ended September 30, 2025, we issued (i) 1,458,859 shares of common stock to Lincoln Park for a price of weighted average price of $0.29 per share, or an aggregate of $424,736, pursuant to the terms of our ELOC and (ii) 83,350 shares of common stock to Bancroft Capital, LLC (“Bancroft”) upon exercise of warrants granted to Bancroft in connection with the IPO for an exercise price of $7.20 per share, or an aggregate of $600,120. These shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act based upon certain factual representations received from Lincoln Park and Bancroft.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On October 27, 2025, the Company received a grand jury subpoena from the U.S. Attorney’s Office in connection with an investigation in the Southern District of New York. The subpoena calls for the production of documents relating to its initial public offering. On October 28, 2025, the Company learned that SEC is conducting a related investigation. The Company intends to fully cooperate with the investigations and comply with its obligations under the subpoena. It is not possible at this time to predict when the investigation will be resolved, the outcome of the investigation, or its potential impact on the Company.

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Item 6. Exhibits

		Incorporated by Reference<br><br> <br>(Unless Otherwise Indicated)
Exhibit Number	Exhibit Title	Form	File	Exhibit	Filing Date
3.1	Certificate of Incorporation	Filed<br> herewith
3.2	Bylaws	Filed<br> herewith
4.1	Specimen Stock Certificate	S-1	333-282621	4.1	October<br> 11, 2024
10.1	Employment Agreement by and between the Company and Virgilio D. Torres	8-K	001-42515	10.1	July<br> 1, 2025
10.2	Market Awareness Agreement, dated as of June 27, 2025, between TEN Holdings, Inc. and MicroCap Advisory, LLC	8-K	001-42515	10.1	August<br> 8, 2025
10.3+	Reseller Program Agreement, dated as of October 21, 2025, between TEN Holdings, Inc. and Xcyte Digital Corporation	Filed<br> herewith
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed<br> herewith
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed<br> herewith
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished<br> herewith
32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished<br> herewith
101.INS	Inline<br> XBRL Instance Document	Filed<br> herewith
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document	Filed<br> herewith
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document	Filed<br> herewith
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document	Filed<br> herewith
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document	Filed<br> herewith
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document	Filed<br> herewith
104	Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	Filed<br> herewith
*	In<br> accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed<br> to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will<br> not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.
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+	The<br> schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally<br> a copy of any omitted schedule to the Securities and Exchange Commission upon its request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 10, 2025

TEN Holdings, Inc.
By:	/s/ Randolph Wilson Jones III
	Randolph<br> Wilson Jones III
	Chief<br> Executive Officer
By:	/s/ Virgilio D. Torres
---	---
	Virgilio<br> D. Torres
	Chief<br> Financial Officer

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Exhibit3.1

ARTICLES OF INCORPORATION

TEN HOLDINGS, INC.

The undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the Nevada Revised Statutes of the State of Nevada (the “NRS”), certify as follows:

ARTICLE I

The name of the Corporation is TEN Holdings, Inc. (the “Corporation”).

ARTICLE II

The Corporation shall have a perpetual existence.

ARTICLE III

The address of the registered office of the Corporation in the State of Nevada is 112 North Curry Street, Carson City, NV 89703. The name of Corporation’s registered agent in the State of Nevada at such address is Corporation Service Company.

ARTICLE IV

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the NRS.

ARTICLE V

The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Hundred Fifty One Million (251,000,000), consisting of: (i) Two Hundred Fifty Million (250,000,000) shares of common stock, $0.0001 par value per share (“Common Stock”), and (ii) One Million (1,000,000) shares of preferred stock, $0.0001 par value per share (“Preferred Stock”).

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations, or restrictions thereof in respect of each class of capital stock of the Corporation.

A.	COMMON STOCK
1.	General.<br> The voting, dividend, and liquidation rights of the holders of the Common Stock are subject<br> to and qualified by the rights of the holders of the Preferred Stock and any series as may<br> be designated by the board of directors of the Corporation (the “Board of Directors”)<br> upon any issuance of the Preferred Stock of any series.
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| --- | | 2. | Voting. | | --- | --- | | i. | The holders of the Common Stock shall have voting rights at all meetings of stockholders, each such holder being entitled to one vote for each share thereof held by such holder; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Articles of Incorporation (which, as used herein, shall mean the Articles of Incorporation of the Corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Articles of Incorporation or the NRS). There shall be no cumulative voting in the election of directors or on any other matter. | | --- | --- | | ii. | The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 78.390 of the NRS. | | --- | --- | | 3. | Dividends. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors and subject to any preferential dividend or other rights of any then outstanding Preferred Stock and to the requirements of applicable law. | | --- | --- | | 4. | Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential or other rights of any then-outstanding Preferred Stock. | | --- | --- |

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| --- | | B. | PREFERRED STOCK. | | --- | --- | | 1. | The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is expressly authorized to provide for the issuance of shares of Preferred Stock in one or more series and, by filing a certificate pursuant to the applicable law of the State of Nevada (hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, to determine the designations, powers, preferences and voting and other rights, and the qualifications, limitations and restrictions granted to or imposed upon the Preferred Stock or any wholly unissued series thereof or any holders thereof, and to increase or decrease, within the limits stated in any resolution of the Board of Directors originally fixing the number of shares constituting any series (but not below the number of such shares then outstanding), the number of shares of any such series subsequent to the issuance of shares of that series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: | | --- | --- | | i. | the designation of the series, which may be by distinguishing number, letter or title; | | --- | --- | | ii. | the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding); | | --- | --- | | iii. | the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; | | --- | --- | | iv. | the dates on which dividends, if any, shall be payable in respect of shares of the series; | | --- | --- | | v. | the redemption rights and price or prices, if any, for shares of the series; | | --- | --- | | vi. | the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series; | | --- | --- | | vii. | whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; | | --- | --- | | viii. | the rights of the holders of the shares of such series upon the dissolution of, or upon the subsequent distribution of assets of, the Corporation; | | --- | --- | | ix. | restrictions on the issuance of shares of the same series or of any other class or series; | | --- | --- | | x. | the voting powers, full or limited, or no voting powers, of the holders of shares of the series; and | | --- | --- | | xi. | the manner in which any facts ascertainable outside of this Articles of Incorporation or the resolution or resolutions providing for the issuance of such series shall operate upon the voting powers, designations, preferences, rights, and qualifications, limitations, or restrictions of such series. | | --- | --- | | 2. | The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority of the voting power of the capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 78.390 of the NRS. | | --- | --- |

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ARTICLE VI

Unless and except to the extent that the bylaws of the Corporation (the “Bylaws”) shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VII

To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of or repeal of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

ARTICLE VIII

The Corporation shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, limited liability company or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors. Any amendment, repeal or modification of this Article VIII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. The rights conferred on any Covered Person by this Article VIII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, any other provision of this Articles of Incorporation, the Bylaws, or any agreement, vote of stockholders or disinterested directors or otherwise.

ARTICLE IX

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend, modify or repeal the Bylaws or adopt new Bylaws without any action on the part of the stockholders. The stockholders of the Corporation may not adopt, amend or repeal the Bylaws, or adopt any provision inconsistent therewith, unless such action is approved, in addition to any other vote required by this Articles of Incorporation, by the affirmative vote of the holders of at least two-thirds of the voting power of the capital stock of the Corporation entitled to vote thereon.

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ARTICLE X

The Corporation shall have the right, subject to any express provisions or restrictions contained in this Articles of Incorporation or the Bylaws, from time to time, to amend, alter or repeal any provision of this Articles of Incorporation or a Preferred Stock Designation in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by this Articles of Incorporation or any amendment thereof are conferred subject to such right.

ARTICLE XI

To the fullest extent and in the manner permitted by applicable law, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation or of a class or series of stockholders may be taken without a meeting of the stockholders or of such class or series of stockholders upon the consent in writing signed by such stockholders who would have been entitled to vote the minimum number of votes that would be necessary to authorize the action at a meeting at which all the stockholders entitled to vote thereon were present and voting.

ARTICLE XII

Special meetings of stockholders may be called only by the Board of Directors, the chairperson of the Board of Directors, the Chief Executive Officer or the President (in the absence of a Chief Executive Officer), and may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. Advance notice of stockholder nominations for the election of directors and of the proposal by stockholders of any other action to be taken by the stockholders at a meeting of stockholders shall be given in the manner provided by the Bylaws.

ARTICLE XIII

Unless the Corporation consents in writing to the selection of an alternative forum, the Supreme Court of Nevada of the State of Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, (c) any action asserting a claim arising pursuant to any provision of the NRS or this Articles of Incorporation or the Bylaws, (d) any action to interpret, apply, enforce or determine the validity of this Articles of Incorporation or the Bylaws or (e) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Supreme Court having personal jurisdiction over the indispensable parties named as defendants therein; provided that, if and only if the Supreme Court of the State of Nevada dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Nevada. To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIV. If any provision or provisions of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

ARTICLE XIV

Notwithstanding any other provisions of law, this Articles of Incorporation or the Bylaws, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two-thirds of the voting power of the capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article XIV or Article VI, VII, VIII, IX, X, XI, XII or XIII of this Articles of Incorporation.

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I, the undersigned, do make, file and record these Articles of Incorporation, as of the 23^rd^ day of July, 2024.

By:	/s/ Randy Jones
	Randy<br> Jones, President

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Exhibit3.2

BY-LAWS

TENHOLDINGS, INC.

ARTICLEI

CERTIFICATESOF STOCK

Section1. Certificates Representing Stock.

(a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the board of directors (the “Board of Directors”), if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

(b) Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the Nevada Revised Statutes and any other applicable laws and regulations. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

(c) The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

Section2. Uncertificated Shares. Subject to any conditions imposed by the Nevada Revised Statutes and any other applicable laws and regulations, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the Nevada Revised Statutes and any other applicable laws and regulations.

Section3. Fractional Share Interests. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

Section4. Stock Transfers. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon, provided, however, that such surrender, endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the corporation shall determine to waive such requirement.

Section5. Record Date For Stockholders. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Nevada Revised Statutes or any other applicable laws and regulations, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meeting of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Nevada Revised Statutes or any other applicable laws and regulations, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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Section6. Designation of Stocks. When the corporation is authorized to issue shares of more than one class or more than one series of any class, the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations, or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, the corporation will furnish to any stockholders upon request and without charge, details or summaries of the rights of the holders of such stock. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the shares of any class of stocks, shall hereinafter be prescribed by resolution of the Board of Directors.

ARTICLEII

STOCKHOLDERS

Section1. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the articles of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the Nevada Revised Statutes confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the articles of incorporation, except as any provision of law may otherwise require.

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Section2. Stockholder Meetings.

(a) Time. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, in accordance with the applicable laws and regulations. A special meeting shall be held on the date and at the time fixed by the directors.

(b) Place. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Nevada, the principal place of business, or a place designated by the resolution of Board of Directors. If the corporation makes available a telephonic, electronic or other communication facility that permits all participants of a stockholder meeting to communicate adequately with each other during the meeting in accordance with the applicable laws and regulations, any person entitled to attend such meeting may participate by means of such communication facility in a manner allowed by the applicable laws and regulations, and any person participating in the meeting by such means is deemed to be present at the meeting.

(c) Call. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

(d) Notice or Waiver of Notice. Written notice of all meetings shall be given, stating the place, manner, date, and hour of the meeting. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the Nevada Revised Statutes and any other applicable laws and regulations. Except as otherwise provided by the Nevada Revised Statutes and other applicable laws and regulations, a copy of the notice of any meeting shall be given, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he or she may have furnished by request in writing to the Secretary of the corporation. If a meeting is adjourned to another time, not more than thirty days hence, and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him or her before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, not the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

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(e) Stockholder List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

(f) Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting-the Chairman of the Board of Directors, if any, the Vice-Chairman of the Board of Directors, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

(g) Proxy Representation. Every stockholder may authorize another person or persons to act for him or her by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that is irrevocable and, if, and only as long as it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

(h) Inspectors. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If any inspector or inspectors are not appointed, the person presiding at the meeting may, but need not appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or her or them and execute a certificate of any fact found by him or her or them.

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(i) Quorum. The holders of at least one third of the outstanding voting shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. Once a quorum is established at any meeting of the stockholders, the voluntary withdrawal of any stockholder from the meeting shall not affect the authority of the remaining stockholders to conduct any business which properly comes before the meeting. In the absence of a quorum, the chairman of the meeting or stockholders present at the meeting may adjourn the meeting from day to day or time to time without further notice other than announcement at such meeting of such date, time and place of the adjourned meeting. At an adjourned meeting of the stockholders at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed.

(j) Voting. Each share of common stock shall entitle the holder thereof to one vote. The voting right of each share of preferred stock shall be prescribed by the Board of Directors. At each meeting of the stockholders, each stockholder entitled to vote thereat may vote in person or by proxy duly appointed by an instrument in writing subscribed by such stockholder. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the Nevada Revised Statutes and other applicable laws and regulations prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the articles of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.

Section3. Stockholder Action Without Meetings. Any action required by the Nevada Revised Statutes and any other applicable laws and regulations to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, if permitted by the applicable laws and regulations.

ARTICLEIII

DIRECTORS

Section1. Functions and Definition. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies. The business of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

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Section2. Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Nevada. The initial Board of Directors shall consist of at least one (1) person. Thereafter, the number of directors may be increased or decreased from time to time by action of the stockholders or of the directors.

Section3. Election and Term. The first Board of Directors, unless the members thereof shall have been named in the articles of incorporation, shall be elected by the incorporator or incorporators and shall hold office until first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting resignation or removal. Except as the Nevada Revised Statutes may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

Section4. Meetings.

(a) Time. Meetings shall be held at such time as the Board of Directors shall fix.

(b) Place. Meetings shall be held at such place within or without the State of Nevada and in such manner as shall be fixed by the Board of Directors.

(c) Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board of Directors, if any, the Vice-Chairman of the Board of Directors, if any, of the President, or of a majority of the directors in office.

(d) Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him or her before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he or she attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

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(e) Quorum and Action. A majority of the whole Board of Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board of Directors. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the Nevada Revised Statutes, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the Nevada Revised Statutes and these Bylaws which govern a meeting of the directors held to fill vacancies and newly created directorships in the Board of Directors or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

(f) Chairman of the Meeting. The Chairman of the Board of Directors, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board of Directors, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board of Directors, shall preside.

Section5. Removal of Directors. Except as may otherwise be provided by the Nevada Revised Statutes or any other applicable laws and regulations, any director may be removed, with or without cause, by the resolutions of the Board of Directors.

Section6. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and any committee charter documents, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, with the exception of any authority the delegation of which is prohibited by the Nevada Revised Statutes or by the applicable laws and regulations, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section7. Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

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Section8. Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors, consisting of individuals who may or may not be stockholders or directors of the corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the corporation with respect to such matters as such officers and directors shall choose, and any other matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time for any reason. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority of the Board of Directors or any decision-making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members of the Board of Advisors to the Board of Directors, who shall approve such appointments or reject them.

ARTICLEIV

OFFICERS

Section1. Officers. The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board of Directors, a Vice-Chairman of the Board of Directors, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such title as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him or her, no officer other than the Chairman or Vice-Chairman of the Board of Directors, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Section2. Term. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the directors at any time, with or without cause. Otherwise, each officer appointed by the directors shall hold office until his or her successor is appointed or until the earlier of his or her resignation or death.

Section3. Authority and Duties. All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him or her. Any vacancy in any office may be filled by the Board of Directors.

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ARTICLEV

PROTECTIONOF DIRECTORS AND OFFICERS

Section1. Indemnification. Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director or Officer of the corporation, or is or was serving at the request of the corporation as a Director or Officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the applicable laws and regulations from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law, or otherwise, as well as their rights under this Article.

Section2. Insurance. Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws and regulations, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the corporation, or is or was serving at the request of the corporation as a Director or Officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue as to a person who has ceased to be a Director, Officer, Employee, or Agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

Section3. Conflict of Interest. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders holding a majority of the voting power (the votes of the common or interested directors may be counted); and (iii) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction as set forth herein.

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ARTICLEVI

MISCELLANEOUS

Section1. Corporate Seal. The corporate seal shall be in such form as the Board of Directors shall prescribe.

Section2. Fiscal Year. The fiscal year of the corporation shall be fixed and initially be December 31, and shall be subject to change, by the Board of Directors.

Section3. Notices. Whenever under applicable law, the Articles of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the corporation.

Whenever under applicable law, the Articles of Incorporation or these Bylaws notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by the Nevada Revised Statutes. A notice to a stockholder shall be deemed given as follows: (i) if given by hand delivery, when actually received by the stockholder, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the corporation, and (iv) if given by a form of electronic transmission consented to by the stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at which the stockholder has consented to receive notice, (B) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (C) if by a posting on an electronic network together with separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (D) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by means of electronic communication by giving written notice of such revocation to the corporation. Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the Secretary or an Assistant Secretary or to the corporation’s transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

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“Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including, but not limited to, transmission by telex, facsimile telecommunication, electronic mail, telegram and cablegram.

Without limiting the manner by which notice otherwise may be given effectively by the corporation to stockholders, any notice to stockholders given by the corporation under any provision of the Nevada Revised Statutes, the Articles of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the corporation. Any stockholder who fails to object in writing to the corporation within sixty (60) days of having been given written notice by the corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.

ARTICLEVII

AMENDMENT

These Bylaws may be adopted, amended or repealed at any time by the unanimous written consent of the Board of Directors, in accordance with the applicable laws and regulations.

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Exhibit10.3

XCYTE DIGITAL RESELLER PROGRAM AGREEMENT

This Xcyte Digital Reseller Program Agreement (this “Agreement”) is made as of this 21^st^ day of October, 2025 (“Effective Date”), by and between Xcyte Digital Corporation, (“Xcyte Digital”) and Ten Holdings, Inc. (“Reseller”).

NOW, THEREFORE, in consideration of the mutual representations and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.	Reseller Appointment. Subject to all terms and conditions set out in this Agreement, Xcyte Digital<br> hereby appoints Reseller as a non-exclusive authorized reseller of the Xcyte Digital services<br> and products listed in Schedule A, attached hereto, which schedule and services may<br> be modified from time to time by mutual written agreement of the parties (the “Xcyte Digital Services”). Xcyte Digital grants Reseller a non-exclusive, terminable (only<br> as expressly provided herein) right as a reseller of the Xcyte Digital Services, to promote,<br> demonstrate, and resell access and use of the Xcyte Digital Services to Reseller’s<br> (including its affiliates’ and channel partners’) customers (the “Customers”)<br> during the term (and any tail period described herein) of this Agreement, alone or in combination<br> with other products and services of Reseller (including its affiliates’, channel partners,<br> and other licensors) (collectively, the “Reseller Services”) which may<br> be combined with the Xcyte Digital Services (the “Bundled Services”) and<br> supported, maintained, and enhanced thereafter. Reseller is authorized to access the Xcyte<br> Digital Services for demonstration, evaluation, training, commissioning and support purposes,<br> and to exercise these rights through its affiliates and channel partners. Xcyte Digital expressly<br> reserves the right to market and provide the Xcyte Digital Services, itself or through any<br> other person or entity, and Reseller shall not be entitled to any commission, compensation<br> or other rights whatsoever in relation with such marketing or provision of the Xcyte Digital<br> Services by or on behalf of Xcyte independently of this Agreement. To the extent not in violation<br> of applicable law, Reseller may not charge new Customers less than the list prices set forth<br> in Schedule A for the Xcyte Digital Services, unless Xcyte Digital Services are resold on<br> a trial basis or as part of a Bundled Service, in which case such Xcyte Digital Services<br> may be resold at lower than list price.
2.	Reseller Competency. Reseller’s marketing, support and training personnel will maintain<br> reasonable and appropriate knowledge and skills relating to the features, functionality and<br> operation of the Xcyte Digital Services during the term, with Xcyte Digital’s reasonable<br> assistance and cooperation. Xcyte Digital, in its discretion, may evaluate whether Reseller’s<br> personnel have achieved and have maintained such knowledge, and provide input on how to improve<br> and maintain such knowledge.
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3.	Service Orders and Reporting. Except as otherwise provided in Schedule A, Xcyte Digital<br> Services sold by Reseller to Customers shall be ordered and/or reported to Xcyte Digital<br> in the form and manner as may be reasonably requested by Xcyte Digital from time to time,<br> subject to Reseller’s reasonable approval and comment, and which will be non-discriminatory<br> and no less favorable to Reseller than Xcyte Digital’s generally applicable procedures<br> for other resellers. Reseller shall provide customary information regarding Customers and<br> Xcyte Digital Services sold as requested by Xcyte Digital in its reasonable discretion, subject<br> to Reseller’s confidentiality obligations with its Customers and other third parties.<br> Except as otherwise provided herein or mutually agreed, Xcyte Digital Services ordered are<br> non-cancellable prior to the end of the term as and if stated in Schedule A, if any.<br> Subscription based Xcyte Digital Services will automatically renew for subsequent terms as<br> specified unless cancelled prior to renewal, and, unless otherwise agreed between the parties,<br> Xcyte Digital pricing between the parties for the purposes of this Agreement after the date<br> of renewal will not be increased by more than 3% of the prior year’s pricing or the<br> generally applicable increase applied to all other customers and resellers, whichever is<br> less. However, in the event that third party services that are required to provide the Xcyte<br> Digital Services are increased, in the aggregate, by a net amount that exceeds 3%, then Xcyte<br> Digital may increase its costs proportionately for the upcoming renewal even if it exceeds<br> the 3% limit herein, provided that Xcyte provides Reseller at least ninety (90) days’<br> notice thereof and documentation demonstrating such increase. Reseller shall be responsible<br> for managing the contractual relationship with Customers during the term with respect to<br> the Xcyte Digital Services, including Xcyte Digital Services subscription renewals and expansions.
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4.	Marketing.<br> Reseller agrees to use commercially reasonable efforts to market and promote the Xcyte Digital<br> Services to potential Customers. Reseller is responsible for creating Reseller desired marketing<br> materials at Reseller’s own cost and expense, provided that Xcyte Digital will provide<br> Reseller with electronic versions of user guides and documentation and reasonable assistance<br> in the creation of marketing materials.
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5.	Customer Contracts. Except as otherwise provided in Schedule A, all new Customers ordering<br> one or more Xcyte Digital Services through Reseller shall first enter into contracts with<br> Reseller governing the Xcyte Digital Services. Such form contracts (which may be negotiated<br> as and if required consistent with industry standards) shall, without limitation (i) limit<br> use of the Xcyte Digital Services to Customers’ (or its affiliates) internal use and<br> prohibit licensing, sublicensing, sale, resale, rent, lease, transfer, or distribution of<br> the Xcyte Digital Services; (ii) prohibit any use that violates any applicable law or regulation<br> or violates any third party’s intellectual property rights or privacy rights; (iii)<br> present Reseller as a licensor or non-owner reseller of the Services; (iv) [reserved]; (v)<br> to the extent permitted by law, disclaim implied and statutory warranties relating to the<br> Xcyte Digital Services on behalf of third party suppliers (including implied warranty of<br> merchantability, fitness for a particular purpose and non-infringement), and not impose any<br> express warranties on Xcyte Digital or its supplier not otherwise approved or customarily<br> offered by Xcyte Digital; and (vi) to the extent permitted by law, generally exclude indirect<br> and consequential damage liability for third party suppliers arising from use of the Xcyte<br> Digital Services. Xcyte Digital may review such form contracts and provide comments to be<br> reasonably considered by Reseller. Reseller will use reasonable efforts to provide Xcyte<br> Digital third party beneficiary rights under such contracts, and protect Xcyte Digital’s<br> rights and interest consistent with how it protects its own rights and interest. Reseller<br> agrees to use commercially reasonable efforts to enforce Reseller’s Customer contracts.<br> To the extent Reseller fails to enforce its Customer contracts and that has a material adverse<br> impact or risk to Xcyte Digital, Xcyte Digital may assume Reseller’s rights, and Reseller<br> hereby acknowledges Xcyte Digital, as a third party beneficiary or as the owner of the applicable<br> intellectual property, and Reseller shall provide reasonable assistance to Xcyte Digital<br> in such enforcement.
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6.	Services Provisioning. Xcyte Digital will provide Reseller reasonable means to provision or order<br> the provisioning of the Xcyte Digital Services for Customers upon Reseller reselling of Xcyte<br> Digital Services to Customers. Thereafter, Xcyte Digital shall provide the Xcyte Digital<br> Services to Customers in a manner consistent with this Agreement, industry standards, applicable<br> laws and regulations, and Xcyte Digital’s published documentation for the Xcyte Digital<br> Services, whichever is more stringent. For most Xcyte Digital Services, Reseller will be<br> assigned a dedicated instance on Xcyte Digital’s servers and will be responsible for<br> provisioning such Xcyte Digital Services to the Customers. For Xcyte Digital Services that<br> require Xcyte Digital assistance with provisioning, Xcyte Digital will promptly activate<br> the applicable Xcyte Digital Services in accordance with the specifications Reseller provides.
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| --- | | 7. | Professional Services. Reseller (or its affiliates) may purchase professional services (“Professional Services”) from Xcyte Digital by placing an order with Xcyte Digital. Professional Services may consist of Xcyte Digital Services implementation and configuration, upgrades, private branding, training and general consulting. If orders are for private branding for Xcyte Digital Services, then, (1) for Customer or other third party branding, Reseller hereby warrants that Reseller has or has obtained the right to grant Xcyte Digital a license as necessary to apply the applicable branding (e.g., channel partner or Customer’s desired branding) to the Xcyte Digital Service and (2) for Reseller branding, Reseller hereby grants Xcyte Digital a license as necessary to apply Reseller’s branding to the Xcyte Digital Service. The specific Professional Services ordered and applicable fees will be set forth on an order. Xcyte Digital will not unreasonably refuse to provide such Professional Services and pricing for Professional Services will not exceed standard list pricing less customary discounts. Professional Services may be for the benefit of Reseller, its affiliates, its or their channel partners, or applicable Customers (in which case Xcyte Digital is acting as subcontractor). Unless otherwise agreed by the parties, all Professional Services will be performed remotely. If not performed remotely, then Reseller will reimburse Xcyte Digital for pre-approved reasonable travel-related expenses incurred. | | --- | --- | | 8. | Customer Information and Content. Reseller understands and agrees that Xcyte Digital may access Customer information such as personally identifying information and Xcyte Digital Services use information, as well as Customer content that is uploaded by a Customer to the Xcyte Digital Services in the normal course of operating of the Xcyte Digital Services; Xcyte Digital may only use such information for the purpose of providing and supporting the Xcyte Digital Services and subject to applicable laws and regulations and any applicable data protection addendum. Xcyte Digital will have no responsibility or liability for the deletion or loss by Reseller, Customers, or any other non-Xcyte Digital entity of any Customer information or content or other communications maintained on the Xcyte Digital Services or transmitted to or from the Xcyte Digital Services, and Reseller hereby agrees to indemnify and hold Xcyte Digital harmless from and against any and all liabilities, losses, damages, costs and expenses arising out of or relating to deletion or loss of such information and content by Reseller or any such Customers or any third party (other than Xcyte Digital or its employees, contractors, or agents). | | --- | --- | | 9. | Integration Activities. Except when agreed so in writing signed by both parties, in no event will Xcyte Digital be required to materially modify the Xcyte Digital Services in any way to incorporate any work product of Reseller’s or a third party or otherwise modify or adapt the Xcyte Digital Services for use with any hardware, application, technology, systems or tools provided by any entity other than Xcyte Digital or its affiliates. However, Xcyte Digital Services will provide Reseller any reasonably requested assistance and information to facilitate Reseller’s combination, integrating and bundling relating to the Bundled Services; if that assistance is material, a Professional Services order and fees will apply as mutually agreed. | | --- | --- | | 10. | Security Procedures. The parties shall each safeguard and maintain the integrity of Customer information and content in their possession and/or under their control. Such efforts shall include the development and implementation of commercially reasonable technical, administrative and physical measures to protect such data from unpermitted disclosure and comply with applicable laws and regulations. The parties agree that (i) such security procedures constitute reasonable procedures to protect the integrity of such data from unauthorized access; and (ii) the state of the art does not permit the development of electronic security systems that are completely free of failures. As reasonably requested by Reseller, Xcyte Digital will execute and thereafter comply with a reasonable and customary data protection addendum, standard contract clauses, and/or other similar instruments to facilitate compliance with laws and regulations. | | --- | --- |

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| --- | | 11. | Account Passwords. Xcyte Digital will not be liable to Reseller or any other party for Reseller or Customers’ failure to maintain the confidentiality of their password for the Xcyte Digital Services. Reseller agrees to notify Xcyte Digital of any unauthorized use of the Xcyte Digital Services that comes to Reseller’s attention. | | --- | --- | | 12. | Restrictions. | | --- | --- | | 12.1. | Each party agrees not to make any unauthorized, false, misleading or illegal statements concerning this Agreement, Customers, Xcyte Digital or the Xcyte Digital Services. | | --- | --- | | 12.2. | Reseller will not solicit or resell the Xcyte Digital Services in violation of this Agreement, including but not limited to a sale to a party that Reseller knows is engaged in illegal activities or deceptive business practices under applicable laws that could have an adverse impact or risk. | | --- | --- | | 12.3. | Reseller will not present itself as the owner of the Xcyte Digital Services. | | --- | --- | | 12.4. | Reseller will not copy, edit, modify, adapt, store, translate or reproduce the Xcyte Digital Services, or any portion thereof (except as permitted in this Agreement, any related escrow agreement, or Xcyte Digital’s published documentation). | | --- | --- | | 12.5. | Reseller will not reverse engineer, disassemble or decompile the Xcyte Digital Services or any component thereof, or otherwise attempt to discover or disclose the source code of the Xcyte Digital Services or any component thereof, unless and until a release condition applies under the escrow agreement. | | --- | --- | | 12.6. | Reseller will not encumber, time-share, rent or lease the rights granted under this Agreement, except as otherwise provided. | | --- | --- | | 12.7. | Reseller will not remove, obscure, or alter any notice of intellectual property rights present on or in the Xcyte Digital Services or any component thereof, except as explicitly permitted by this Agreement, Xcyte Digital’s documentation, or in connection with private or white labelled branding or relating to a Bundled Service. | | --- | --- | | 12.8. | Reseller will not authorize any Customer or other party to do any of the foregoing, and will use reasonable efforts to prohibit Customer’s from doing so. | | --- | --- | | 13. | Customer and Reseller Support | | --- | --- |

13.1.	Reseller Support. Reseller is responsible for all first level support for Customers and shall<br> make available to Customers reasonable telephone and online support. Except as otherwise<br> agreed or proved below, Reseller shall not direct Customers to contact Xcyte Digital for<br> any support issues. Reseller technical support personnel must maintain reasonably adequate<br> knowledge about the features, functionality and operation of the Xcyte Digital Services.<br> If such personnel do not maintain such an adequate level of knowledge, then Reseller shall<br> correct that issue which may include ordering necessary training services from Xcyte Digital<br> for such personnel. Xcyte Digital has no obligation to provide support to Reseller technical<br> support personnel who do not have or maintain reasonably adequate levels of knowledge about<br> the features, functionality and operation of the Xcyte Digital Services.
13.2.	Xcyte Digital Support. Xcyte Digital will provide telephone, email and portal support (at no<br> additional cost and as part of the fees under this Agreement) for the Xcyte Digital Services<br> to Reseller designated technical support personnel. Reseller designated technical support<br> personnel may not exceed two (2) without Xcyte Digital’s consent. Phone support for<br> Xcyte Digital Services is available from 9:00am (Eastern Time) to 6:00pm (Pacific Time),<br> Monday through Friday, excluding holidays. Email and portal responses are provided during<br> phone support hours. Additionally, Xcyte digital will provide Reseller with emergency support<br> outside of the standard support hours set forth above on a 24x7x365 basis. Xcyte Digital<br> shall promptly respond and resolve support requests in accordance with industry standards<br> and the service levels identified in Schedule B.
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13.1.

Reseller Support. Reseller is responsible for all first level support for Customers and shall make available to Customers reasonable telephone and online support. Except as otherwise agreed or proved below, Reseller shall not direct Customers to contact Xcyte Digital for any support issues. Reseller technical support personnel must maintain reasonably adequate knowledge about the features, functionality and operation of the Xcyte Digital Services. If such personnel do not maintain such an adequate level of knowledge, then Reseller shall correct that issue which may include ordering necessary training services from Xcyte Digital for such personnel. Xcyte Digital has no obligation to provide support to Reseller technical support personnel who do not have or maintain reasonably adequate levels of knowledge about the features, functionality and operation of the Xcyte Digital Services.

13.2.

Xcyte Digital Support. Xcyte Digital will provide telephone, email and portal support (at no additional cost and as part of the fees under this Agreement) for the Xcyte Digital Services to Reseller designated technical support personnel. Reseller designated technical support personnel may not exceed two (2) without Xcyte Digital’s consent. Phone support for Xcyte Digital Services is available from 9:00am (Eastern Time) to 6:00pm (Pacific Time), Monday through Friday, excluding holidays. Email and portal responses are provided during phone support hours. Additionally, Xcyte digital will provide Reseller with emergency support outside of the standard support hours set forth above on a 24x7x365 basis. Xcyte Digital shall promptly respond and resolve support requests in accordance with industry standards and the service levels identified in Schedule B.

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| --- | | 14. | Fees. | | --- | --- | | 14.1. | Fees. Xcyte Digital will charge Reseller the fees listed on Schedule A, subject to any agreed discount, or any other fee mutually agreed by the parties in an order for each Xcyte Digital Service. Xcyte Digital reserves the right to change its fees once per year on 90 days’ notice for new (or renewing, other than existing Customers included in the fixed fee in Schedule A) Customers beginning 36 months after the Effective Date, provided such increase does not exceed the limits imposed in paragraph 3 of the prior year’s fees or the generally applicable increase applied to all other customers and resellers, whichever is less. All payments shall be made in U.S. dollars. | | --- | --- | | 14.2. | Upgrades. Reseller may add additional Xcyte Digital Services to the Bundled Services, and Reseller and Xcyte Digital may further update or upgrade Xcyte Digital Services via a Professional Services order, and the parties will reasonably collaborate and coordinate with respect to such updates or upgrades. Reseller is and shall remain responsible for all fees and charges due and incurred for Xcyte Digital Services provided under an order through the upgrade effective date and Reseller is not and will not be entitled to any partial months’ credits or refunds of any kind as a result of the upgrade. After any upgrade effective date, Reseller shall be responsible for the increased fees and charges associated with the upgrade set out in a mutually agreed order or on Schedule A, including without limitation any new and/or additional charges associated therewith, which may include without limitation, for any overages. Reseller may not downgrade ordered Xcyte Digital Services during an order term for a Customer in order to avoid additional charges. Reseller should purchase the appropriate tier of Xcyte Digital Service for the anticipated needs. | | --- | --- | | 14.3. | Named Users. The fees may be linked to Named Users. For the purposes hereof, a “Named User” is an individual designated and identified by a Customer as an organizer/administrator who is authorized to use the Xcyte Digital Services. A Named User designation is for specific employees of a Customer or its affiliate and may not be utilized by more than a single such employee. Named User designations may be transferred to another employee as requested by Customer, including if the original Named User is no longer functioning as an organizer/administrator. For so long as Xcyte Digital supports such selections, Reseller (or its channel partner or Customer, as applicable) may increase the number of Named Users, at any time, by submitting selections on the applicable account page. | | --- | --- | | 14.4. | Additional Fees. The following additional fees may apply to Xcyte Digital Services, as and if set forth in the specific order: | | --- | --- | | 14.4.1. | International rates and surcharges apply on a per minute basis for all calls originating outside the non-contiguous United States and/or international dial-out. | | --- | --- | | 14.4.2. | Call set-up and disconnect charges also apply to all inbound and outbound legs of all calls. | | --- | --- | | 14.4.3. | Xcyte Digital rounds completed calls to the next full minute on a per participant basis and rounds the price of the call to the nearest whole cent. Services that are not listed herein, including certain enhanced services such as moderator set-up, cancellation, rescheduling and no-show fees for operator assisted calls, are subject to Xcyte Digital’s charges set out in Schedule A and subject to change in accordance with the other provisions of this Agreement. | | --- | --- |

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| --- | | 14.4.4. | Xcyte Digital is required by the Federal Communications Commission (FCC) to contribute to the federal Universal Service Fund (USF), which subsidizes telecommunications services in high cost and rural areas and services to low income consumers, schools, libraries and rural health care providers. To recover the cost of its federal USF contributions, Xcyte Digital assesses federal USF charges equal to the then-applicable quarterly contribution factor (as established by the FCC) times the portion of Reseller invoice subject to federal USF charges. | | --- | --- | | 14.4.5. | Xcyte Digital may assess up to a five percent (5%) monthly administrative fee on audio conferencing and other services to recover its costs associated with regulatory requirements and compliance and other costs imposed by its underlying telecommunications carriers on Xcyte Digital, and provide Reseller reasonably requested information to confirm the percentage above does not exceed such costs. Xcyte Digital will use reasonable efforts to provide advance notice of any change in the quarterly USF contribution factor, USF charges, the telecommunications surcharge or the administrative fee. In the event of material changes, the rate above will be equitably renegotiated in good faith. USF charges, the telecommunications surcharge, and the service fee are neither taxes nor government-required charges. | | --- | --- | | 14.5. | Invoicing and Payment. Xcyte Digital shall invoice Reseller fees for Xcyte Digital Services provided to Customers on a monthly basis in arrears or as set forth in a mutually agreed order order. Invoices will be accompanied by a report divided by Customer or designative account number and detailing fees for Professional Services, subscription, and usage fees, as well as other charges associated with the Xcyte Digital Services. Undisputed fees shall be due and payable thirty (30) days after receipt of the invoice and report. The obligation of payment of Reseller fees is solely Reseller obligation and is not contingent upon the receipt by Reseller of payment from Customers for the Xcyte Digital Services. | | --- | --- | | 14.6. | Late and Non-Payment. Past-due balances not reasonably disputed in good faith as herein provided shall be subject to an interest charge 1½% per month computed from the due date of each invoice previously issued, or the maximum rate legally permitted, whichever is less. Without limiting any other remedies available to it, Xcyte Digital reserves the right to suspend or terminate the Xcyte Digital Services if Reseller fails to pay the undisputed fees (or portion thereof) in violation of this Section ‎14 within thirty (30) days of receiving notice of such late payment. | | --- | --- | | 14.7. | Taxes and Other Charges. All fees are exclusive of taxes (other than taxes on Xcyte’ Digital’s income), which Xcyte Digital will timely identify and charge as applicable in the applicable invoice. Reseller will pay, and Xcyte Digital reserves the right to collect, all sales, use, consumption, goods and services, excise or other taxes (other than taxes based upon Xcyte Digital net income), fees, surcharges, charges for universal support mechanisms (including without limitation any and all federal or state Universal Service Fund charges) or other charges of any nature whatsoever, now or hereafter imposed or assessed on Xcyte Digital, by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Xcyte Digital Services, provided such amounts are timely identified in the applicable order and invoice to Reseller . If Reseller claims exemption from charges, Reseller must provide Xcyte Digital with a current, valid exemption certificate from the applicable regulatory authority. Once an exemption certificate has been provided to and verified by Xcyte Digital it will become effective on a prospective basis. Xcyte Digital shall not be liable for refunds or credit for taxes paid by Reseller for periods prior to Xcyte Digital’s receipt of a valid exemption certificate. If at any period during the term a Reseller exemption certificate should no longer be deemed valid, Reseller will immediately be responsible for all taxes and other fees owed until a new and valid exemption certificate is supplied to Xcyte Digital. If Xcyte Digital fails to timely identify, charge, or remit any such amounts as required above, Xcyte Digital shall be responsible for any governmental fines or interest relating thereto, and Reseller will only be responsible for the underlying tax, fee, or other amount to the extent it is able to recover the same from the Customer. | | --- | --- |

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| --- | | 14.8. | No Set-Off; No Refunds. Reseller will not set-off or offset against fees owed by Reseller unless it has a good faith dispute relating to such fees or in connection with any billing or collection dispute between Reseller and a Customer specifically related to Xcyte Digital’s failure to provide Xcyte Digital Services. No refunds or credits for pre-paid fees will be provided to Reseller if Reseller or any Customer elects to terminate any Xcyte Digital Service without cause prior to the paid-up term or if Xcyte Digital suspends or terminates such Xcyte Digital Service pursuant to its rights under this Agreement. | | --- | --- | | 14.9. | Audits. Reseller agrees to create and to maintain during the term and for two (2) years after the termination of this Agreement, sufficient books, records and accounts to confirm compliance with this Agreement and the applicable fees. Upon reasonable notice to Reseller and during normal business hours, Xcyte Digital may reasonably audit such books, records and accounts to verify such activities, including on-site examination of such books and records. If any such examination discloses a material violation of any of the terms of this Agreement, Reseller hereby agree that Xcyte Digital shall be entitled to reimbursement of the reasonable audit costs. | | --- | --- | | 15. | Confidential Information. | | --- | --- | | 15.1. | Either party, as the party receiving Confidential Information (“Recipient”) may only use the disclosing party’s (“Discloser”) Confidential information for the purpose and objectives of this Agreement and as necessary to exercise rights granted or provide or receive the Xcyte Digital Services. Both parties shall protect Confidential Information from unauthorized disclosure or misuse by using the same degree of care as for their own confidential information of like importance, but shall at least use reasonable care. Further, both parties agree to have each of their affiliates, employees, agents, channel partners, or independent contractors with access to any Confidential Information, who are not already bound by a professional duty of confidentiality, agree to be bound by an enforceable agreement that reasonably ensures the protection of the Confidential Information from disclosure. “Confidential Information” means any non-public information or data disclosed by either party in any form (whether tangible, oral, visual or a different form) that is marked or otherwise designated as confidential or proprietary, or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Without limiting the foregoing, Confidential Information includes Customer information and data and any information regarding a party’s or its affiliates’ or channel partners’ business, customers, products, technology, know-how, trade secrets, and this Agreement. Notwithstanding the foregoing, “Confidential Information” shall not include any information which (a) is in the public domain through no fault of Recipient; (b) was known to the Recipient, without restriction or fault, prior to disclosure by the Discloser; (c) was properly disclosed to the Recipient, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the Recipient without any use of or reference to the Discloser’s Confidential Information. | | --- | --- | | 15.2. | Each party as Recipient agrees to promptly notify the Discloser upon learning of any unauthorized disclosure of the Discloser’s Confidential Information, and shall provide reasonable assistance to the Discloser to remedy and contain such breach. The foregoing notwithstanding, a Recipient may disclose the Discloser’s Confidential Information if the information is required by law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized government agency, provided that the Recipient gives the Discloser prompt written notice and reasonably assists the efforts by the Discloser to obtain a protective order prior to disclosure. | | --- | --- |

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| --- | | 16. | Intellectual Property Rights. | | --- | --- | | 16.1. | Ownership of Intellectual Property Rights. As between the parties, Xcyte Digital retains all right, title and interest, including without limitation all Intellectual Property Rights to the Xcyte Digital Services, Xcyte Digital trademarks, and all modifications, enhancements, and other works deriving from the foregoing, except as expressly provided otherwise. Except for the rights expressly granted to Reseller under this Agreement (or the source code escrow agreement), no right, title or interest is granted, express or implied, to Reseller hereunder to any of the foregoing. Reseller agrees not to, at any time, during the term or following termination of this Agreement, contest or aid others in contesting or doing anything which intentionally or knowingly impairs the rights, title or interest in or validity of any of Xcyte Digital’s proprietary or Intellectual Property Rights to the Xcyte Digital Services, Xcyte Digital trademarks, or modifications, enhancements and other derivative works of the foregoing, or Xcyte Digital’s Confidential Information. “Intellectual Property Rights” means any registered and un-registered rights in inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other proprietary rights, derivatives thereof, and forms of protection of a similar nature under any applicable Law anywhere in the world. | | --- | --- | | 16.2. | Feedback. From time to time Reseller may provide Xcyte Digital, independently or upon Xcyte Digital’s request, verbal and/or written suggestions, comments or other feedback related to the Xcyte Digital Services, including, without limitations, design input and/or troubleshooting or other assistance provided in response to support requests (“Feedback”). Reseller may make a reasonable effort to provide Feedback to Xcyte Digital as appropriate under the circumstances. Reseller hereby grants to Xcyte Digital a non-exclusive right to use such Feedback to improve and maintain the Xcyte Digital Services. All Feedback is provided “AS IS,” and Reseller makes no warranties whatsoever about any feedback. | | --- | --- | | 16.3. | Trademark License; Trademark Use. | | --- | --- | | 16.3.1. | Xcyte Digital hereby grants Reseller a limited, non-exclusive and non-transferable right during the term to use certain Xcyte Digital’s logos, service marks and trademarks associated with the Xcyte Digital Services (“Marks”), solely to promote, market and resell the Xcyte Digital Services (or Bundled Products) to actual or potential Customers pursuant to this Agreement. The right granted herein to use the Marks is subject to any guidelines provided by Xcyte Digital from time to time and may be revoked by Xcyte Digital for material noncompliance with guidelines made known to Reseller at any time by giving Reseller advance written notice (including via email) and an opportunity to cure such noncompliance. | | --- | --- | | 16.3.2. | Reseller agrees not to contest the validity or ownership of any Marks or take any action in derogation of any Mark or the other registered or unregistered service marks or trademarks of Xcyte Digital, including without limitation, applying to register any trademark, trade name, domain name, service mark or other designation that is confusingly similar to any Mark or the other registered or unregistered service marks or trademarks or domain name of Xcyte Digital. | | --- | --- | | 16.3.3. | If Reseller elects to post a website to promote Resellers’ business, Reseller agrees that such website (a) should be readily distinguishable by a visitor as Reseller’s website (and not Xcyte Digital’s); (b) should make clear that Reseller is a separate and distinct entity from Xcyte Digital; and (c) will not copy design features of Xcyte Digital’s websites or otherwise infringe any Xcyte Digital Intellectual Property Rights. | | --- | --- |

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| --- | | 17. | Modification of Services. | | --- | --- | | 17.1. | Xcyte Digital reserves the right to modify the Xcyte Digital Services in its reasonable discretion, but may not intentionally degrade performance or remove functions and features (unless replacing those with improved, enhanced, or updated functions or features). Xcyte Digital shall provide Reseller at least thirty (30) days prior notice with respect to any material modifications of the foregoing. Following such notice Reseller may terminate an order (and receive refund of pre-paid fees) for the affected Xcyte Digital Services based on such material modifications by providing Xcyte Digital at least thirty (30) days advance written termination notice, in which case the termination shall become effective at the earlier of the entry into effect of such modification or the termination date indicated in Resellers’ notice. | | --- | --- | | 17.2. | Unless Reseller provides notice to Xcyte Digital in writing within thirty (30) days after being given notice of such material modification, Reseller will be deemed to have agreed with the modification, without any further obligation or liability by Xcyte Digital to Reseller. | | --- | --- | | 17.3. | Notwithstanding anything to the contrary, if any material modification (or proposed modification) of the Xcyte Digital Services adversely impacts the Bundled Services (or the Reseller’s relationship with its largest Customer), Xcyte will ensure reasonable support to assist Reseller and its Customers in providing work-around solutions or to deliver updates containing resolutions to such material modifications and shall further provide reasonable assistance (at Professional Service rates) to facilitate the foregoing. | | --- | --- | | 18. | Escrow | | --- | --- |

18.1.	Periodically<br> (or as reasonably requested by Reseller), Xcyte Digital will deposit in escrow with a nationally<br> recognized third party escrow agent (which may include Escode (NCC Group), Praxis, or National<br> Software Escrow, at Reseller’s option, or other mutually agreed entities), the source<br> code and other intellectual property relating to the Xcyte Digital Services. This escrow<br> may include a fully functional back-up environment if reasonably requested.
18.2.	The<br> escrow shall be governed by and subject to the terms and conditions of an “Escrow Agreement”<br> to be executed within twenty (20) days after the Effective Date, in the form of the escrow<br> agent’s standard (two party or other appropriate form) escrow agreement, as such terms<br> and conditions may be modified by mutual agreement or as otherwise necessary to be consistent<br> with this Agreement. Reseller share bear all fees or expenses charged by third party escrow<br> agent under the Escrow Agreement. This Agreement is conditioned on the Escrow Agreement being executed as described above. If the parties have not executed an Escrow Agreement as required by this Section 18 within such twenty (20) day period, then this Agreement is hereby terminated, null, and void in all respects.
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18.3.	Notwithstanding<br> anything to the contrary, release events in the Escrow Agreement shall include, without limitation,<br> (i) cessation of Xcyte Digital’s business, operations, support, or services relating<br> to the Xcyte Digital Services or any material portion thereof, (ii) bankruptcy or insolvency,<br> and (iii) Reseller’s termination of this Agreement due to uncured material breach,<br> as may be further described in the Escrow Agreement. Upon any release, Reseller shall have<br> (and is hereby granted) all rights and licenses necessary to irrevocably access, use, maintain,<br> support, enhance, distribute, and otherwise commercialize and enjoy the Xcyte Digital Services<br> in perpetuity without any further royalties or other consideration payable to Xcyte Digital.
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| --- | | 19. | Indemnification. | | --- | --- | | 19.1. | Reseller will indemnify, defend and hold Xcyte Digital and its affiliates harmless from and against all liabilities, damages or costs (including settlement costs and reasonable attorneys’ fees)(collectively, “Costs”) arising out of any third party’s allegations, threats, claims and/or actions (collectively, “Claims”) brought against Xcyte Digital or its affiliates due to Reseller’s sales practices, gross negligence, willful misconduct, violation of law or regulation, breach of confidentiality, data security, or privacy obligations, or breach of its obligations relating to a Customer account, except to the extent arising from Xcyte Digital’s breach, simple or gross negligence, willful misconduct, or indemnification obligations; provided that (A) Xcyte Digital shall promptly notify Reseller in writing of any such Claim, (B) Reseller will have the authority to defend and/or settle such Claim (provided that Reseller will not settle any Claim without Xcyte Digital consent unless it completely eliminates any liability attributed to Xcyte Digital), and (C) Xcyte Digital shall reasonably cooperate with Reseller in connection with such Claims, at Reseller’s expense; and provided further that Xcyte Digital may at its choice participate in the defense of such Claims at its own expense. | | --- | --- | | 19.2. | Xcyte Digital will indemnify, defend (at Reseller’s option) and hold Reseller and its affiliates, channel partners, Customers, successors, and assigns harmless from Costs arising out of any Claim (i) that the Xcyte Digital Services, or any part thereof, infringe or misappropriate, as applicable, any intellectual property or proprietary rights of a third party, or (ii) Xcyte Digital Services’ gross negligence, willful misconduct, violation of law or regulation, breach of confidentiality, data security, or privacy obligations except to the extent arising from Reseller’s breach, simple or gross negligence, willful misconduct, or indemnification obligations. Reseller shall promptly notify Xcyte Digital in writing of any such Claim, and Xcyte Digital will defend and/or settle such Claim at Reseller’s option (provided that Xcyte Digital will not settle any Claim without Reseller consent). Notwithstanding the foregoing, Xcyte Digital will have no obligation or liability for third party infringement or misappropriation Claims as set forth above if the alleged infringement or misappropriation would have not occurred but for (x) the combination, operation, or use of the Xcyte Digital Services with Reseller Services; or (y) use of a previous version of the Xcyte Services following ninety (90) days from such services being modified by Xcyte Digital, or (z) modifications which were not authorized by Reseller, including modifications or unauthorized or unintended uses by Customer(s) not reasonably contemplated. If the Xcyte Digital Services become, or in Xcyte Digital’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim, or if use of the Xcyte Digital Services is permanently enjoined for any reason, Xcyte Digital, at its option and sole expense, shall (1) modify the Xcyte Digital Services so as to avoid infringement, such that the modified Xcyte Digital Services performs materially the same functions and has the same or better performance in a non-infringing manner; or (2) procure the right for Reseller and all of its Customers to continue to use the applicable Xcyte Digital Services as set forth herein. | | --- | --- | | 20. | Warranties; Limited Warranty; Limitation of Liability | | --- | --- |

20.1.

Each party represents and warrants to the other party that: (i) it has the full corporate right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) its execution of this Agreement and performance hereunder do not and will not violate any agreement to which it is a party or by which it is bound or any applicable laws; and (iii) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms.

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| --- | | 20.2. | XCYTE DIGITAL REPRESENTS AND WARRANTS THAT THE XCYTE DIGITAL SERVICES WILL COMPLY WITH INDUSTRY STANDARDS, APPLICABLE LAWS AND REGULATIONS AND PUBLISHED DOCUMENTATION BY XCYTE DIGITAL. EXCEPT AS OTHERWISE PROVIDED, XCYTE DIGITAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO RESELLER OR ANY CUSTOMER REGARDING THE USABILITY, CONDITION, OPERATION, OR FITNESS FOR A PARTICULAR USE OF THE XCYTE DIGITAL SERVICES. XCYTE DIGITAL DOES NOT WARRANT THAT RESELLER OR ANY CUSTOMER’S ACCESS TO OR USE OF THE XCYTE DIGITAL SERVICES SHALL BE UNINTERRUPTED OR COMPLETELY ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY NOT OTHERWISE STATED. EXCEPT AS OTHERWISE PROVIDED, XCYTE DIGITAL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. | | --- | --- | | 20.3. | TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 20, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT DAMAGES (SUCH AS SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES OR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF THIS AGREEMENT. | | --- | --- | | 20.4. | EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 20, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY HEREUNDER SHALL EXCEED THE TWICE THE AMOUNT OF FEES PAID BY RESELLER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE ALLEGED EVENT(S) GIVING RISE TO LIABILITY. | | --- | --- | | 20.5. | SECTIONS 20.3 and 20.4 WILL NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, INDEMNIFICATION OBLIGATIONS, OR BREACHES OF CONFIDENTIALITY, DATA SECURITY, OR PRIVACY OBLIGATIONS. | | --- | --- | | 20.6. | RESELLER AND CUSTOMERS MAY USE THEIR OWN DOMAINS IN CONJUNCTION WITH THE XCYTE DIGITAL SERVICES. UNDER NO CIRCUMSTANCES WILL XCYTE DIGITAL BE RESPONSIBLE FOR ANY TECHNICAL ISSUES, PURCHASE OF SSL CERTIFICATE, RENEWAL OF SSL CERTIFICATE, DOMAIN REGISTRY, ADMINISTRATIVE ERRORS RELATED THERETO CAUSED BY RESELLER OR CUSTOMER’S EMPLOYEES. RESELLER HEREBY AGREES THAT RESELLER AND THE CUSTOMERS ARE TAKING FULL RESPONSIBILITY FOR NOT ONLY THE MANAGEMENT OF SUCH URLS, BUT THE MANAGEMENT OF EACH URL’S RE-DIRECTION TO XCYTE DIGITAL. ALL PROCEDURES FOR DIRECTING THE XCYTE DIGITAL SERVICES TO THE DESIGNATED DOMAIN ARE SOLELY RESELLER AND THE CUSTOMERS’ RESPONSIBILITY, INCLUDING PROPER DOMAIN NAME SYSTEM (DNS) SETUP AND MAINTENANCE. | | --- | --- | | 21. | Data Maintenance. Xcyte Digital maintains certain Customer information and content that is transferred to the Xcyte Digital Services for the purpose of the performance of the Xcyte Digital Services. Xcyte Digital performs regular routine backups of such data and materials, but does not guarantee all data can be restored or recovered. Reseller agrees that Xcyte Digital shall have no liability to Reseller for any loss or corruption of any such data or materials outside of Xcyte Digital’s reasonable control. | | --- | --- | | 22. | Term and Termination/Suspension. | | --- | --- | | 22.1. | Term. This Agreement shall become effective on the Effective Date and remain in full force for the Initial Term of three (3) years and any number of Successive Terms (as defined below), unless earlier terminated during the Initial Term or any Successive Term in accordance with the termination provisions below or Section 18. | | --- | --- |

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| --- | | 22.2. | Successive Terms. Unless either party shall have provided not less than thirty (30) days prior notice to the other party of its intent to not renew this Agreement as of the end of the then effective term, following the Initial Term and each Successive Term, this Agreement shall be renewed automatically for a term (each such successive renewal term, a “Successive Term”) of one (1) year. Notwithstanding anything to the contrary, if any Xcyte Digital Services have been ordered for terms that extend beyond the termination or expiration of the term of this Agreement, then the Agreement term will be extended as necessary to cover the provision of the Xcyte Digital Services for the applicable ordered term. | | --- | --- | | 22.3. | Termination/Suspension. | | --- | --- | | 22.3.1. | Either party may terminate this Agreement by providing the other party a written termination notice, if the other party commits a material breach of this Agreement and fails to correct such breach within thirty (30) days of receiving a written breach notice specifying the breach. Notwithstanding anything else to the contrary, it is expressly understood and agreed by the parties that any non-payment of undisputed fees shall be considered a material breach of this Agreement. | | --- | --- | | 22.4. | Suspension for Prohibited Acts. Xcyte Digital may suspend any access to any or all Xcyte Digital Services for the applicable Customer with reasonable notice for: (i) use of the Xcyte Digital Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, and (ii) use of the Xcyte Digital Services that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients. Additionally, Xcyte Digital will suspend access to the Xcyte Digital Service for the applicable Customer due to repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. Xcyte Digital may remove from the Xcyte Digital Services without notice any information or content that Xcyte Digital reasonably determines materially violates any term of this Agreement, or that may pose a material risk of loss or liability to Xcyte Digital or harm to any person, provided that, Xcyte Digital has no duty to prescreen, control, monitor or edit information or content uploaded to the Xcyte Digital Services. Xcyte Digital agrees to reasonably coordinate with Reseller regarding the foregoing and to promptly restore services when the issue is corrected. | | --- | --- | | 22.5. | Suspension for Present Harm. If a Customer’s use of the Xcyte Digital Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Xcyte Digital Service or others, (iv) is consuming excessive bandwidth, or (v) is causing material harm to us or others, then Xcyte Digital may suspend all or any access to the Xcyte Digital Service for such Customer. Xcyte Digital will use commercially reasonable efforts to limit the suspension to the affected portion of the Xcyte Digital Service and promptly resolve the issues causing the suspension of the Xcyte Digital Service. Nothing in this clause limits Xcyte Digital’s right to terminate for cause as outlined above if the issue relates to Reseller’s material breach. . | | --- | --- | | 22.6. | Retrieval of Customer Information and Content. Reseller and Customers are solely responsible to retrieve all Reseller and Customer information and content and other content from the Xcyte Digital Services within three (3) months after termination of this Agreement. Xcyte Digital will use commercially reasonable efforts to assist Reseller and/or Customers in the retrieval of their information or content. Thereafter, Xcyte Digital will have no obligation to maintain or provide to Reseller the Reseller or Customer information, content, or other content, and may, unless legally prohibited, delete all such content in Xcyte Digital’s systems or otherwise in Xcyte Digital’s control. | | --- | --- |

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| --- | | 22.7. | Effect of Termination. | | --- | --- | | 22.7.1. | Except as otherwise provided, upon termination of this Agreement (i) all rights and licenses granted to Reseller and Customers hereunder shall cease (unless otherwise identified as being perpetual or surviving such termination) and each party shall return or destroy all Confidential Information in such party’s possession or control; (ii) within thirty (30) days of any termination Reseller shall pay all fees due for Xcyte Digital Services provided in accordance with this Agreement prior to such termination; and (iii) each party shall, upon written request of the other party, deliver a certificate signed by an executive officer of the party attesting to compliance with the foregoing. | | --- | --- | | 22.7.2. | Termination of this Agreement shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall such termination relieve any obligation to pay all fees that have accrued or are otherwise owed under this Agreement. | | --- | --- | | 22.7.3. | Notwithstanding termination, the provisions of this Agreement shall survive the expiration or earlier termination of this Agreement to the extent necessary to affect their intent and operation with respects to the parties relations hereunder, including without limitation Sections 15, 16, 17, 18, 19, 20, 22, and 23. | | --- | --- | | 23. | General | | --- | --- |

23.1.	Governing Law; Jurisdiction. Before bringing any action under this Agreement, the parties agree<br> to first make a reasonable effort to negotiate and resolve misunderstandings or disputes<br> by escalating the same to their respective executives for timely consideration. This Agreement<br> will be governed by and construed, interpreted and enforced in accordance with the laws of<br> Delaware. The parties irrevocably submit to the exclusive jurisdiction of the courts of Delaware.<br> The United Nations Convention on Contracts for the Sales of Goods and the Uniform Computer<br> Information Transactions Act (UCITA) will not apply to this Agreement.
23.2.	Assignment. This Agreement may not be assigned by either party without the prior written consent<br> of the non-assigning party. However, either party may assign this Agreement without consent<br> in connection with a merger, acquisition, change of control, or sale of all, or substantially<br> all, of the assets or stock of such party; in the event of an actual or proposed assignment<br> by Xcyte Digital relating to any Reseller competitor or any entity which causes Reseller’s<br> largest Customer to terminate its relationship with Reseller for independence, conflict or<br> other similar regulatory reasons, Reseller may elect to terminate this Agreement.
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23.3.	Binding on Successors. This Agreement shall inure to the benefit of and be binding upon the parties<br> and their respective successors and permitted assigns.
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23.4.	Severability/Waiver.<br> If any provision of this Agreement shall be determined by a court of competent jurisdiction<br> to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force<br> and effect and such illegal, invalid, or unenforceable provisions shall be amended in order<br> to effect, to the maximum extent allowable by law, the original intent of such provision.
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23.5.	Waiver of Breach. No delay or omission by either party to exercise any right or power arising<br> upon the other party’s nonperformance or breach will impair that right or power or<br> be construed as a waiver of it. Any waiver must be in writing and signed by the waiving party.<br> A waiver on one occasion will not be construed as a waiver of any subsequent event of nonperformance<br> or breach.
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| --- | | 23.6. | Publicity. Upon execution of this Agreement, and in consideration for making the Xcyte Digital Services available to Reseller under this Agreement, Reseller agrees to allow Xcyte Digital to publicly reference Reseller as an Xcyte Digital Services reseller. | | --- | --- | | 23.7. | Force Majeure. Except for the obligation to make payments, performance under this Agreement shall be postponed automatically to the extent that either party is prevented from meeting its obligations by causes beyond its reasonable control, including but not limited to natural disasters, fire, governmental acts, labor disputes or failure of suppliers, provided that a force majeure event affecting a party’s performance under this Agreement for thirty (30) or more days shall entitle Reseller to terminate this Agreement and receive any refund, or due or unused fees, as the case may be. | | --- | --- | | 23.8. | Notices. All notices in connection with this Agreement shall be delivered in writing, and such notices shall be deemed delivered after three (3) working days of delivery by registered post or courier, upon receipt if sent by overnight mail or, if delivered by email , with acknowledgement of receipt. | | --- | --- | | 23.9. | No Agency. The parties acknowledge that each is an independent contractor and nothing herein constitutes a joint venture or partnership. Neither party has a right to vary any policies, conditions, representations or warranties made by the other, and neither party has the right to bind or act for the other as agent or in any capacity except as expressly provided in writing by amendment to this Agreement. The relationship under this Agreement shall not create any legal partnership, franchise relationship or other form of legal association between the parties that would impose a liability between the parties or to third parties. | | --- | --- | | 23.10. | Entire Agreement. This Agreement, including all schedules and attachments thereto, contains the complete and exclusive statement of the agreement between the parties with respect to the subject matter herein. The terms and conditions of this Agreement shall prevail over any purchase order submitted by Reseller, unless otherwise expressly agreed. Except where otherwise indicated, any changes or amendments to this Agreement must be in writing expressly referring to the changes to this Agreement, and be duly executed by both parties. | | --- | --- | | 23.11. | Counterparts. This Agreement may be signed in counterparts and delivered by Docusign (or similar services), PDF, or electronic mail, each of which shall be considered an original document, but together which shall constitute one complete document. | | --- | --- |

[SignaturePage Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers or representatives as of the Effective Date:

RESELLER	XCYTE DIGITAL INC.
Signed:<br> /s/ Randolph Wilson Jones III	Signed:<br> /s/ Randy Selman
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Name:<br> Randolph Wilson Jones III	Name:<br> Randy Selman
Title:<br> CEO	Title:<br> CEO
Date:<br> 21-10-2025	Date:<br> 21-10-2025

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| --- |

Schedule A

[Fees to be Paid]

| 16 |

| --- |

Schedule B

[Service Levels]

| 17 |

| --- |

Exhibit 31.1

CERTIFICATIONOF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, Randolph Wilson Jones III, certify that:

1. I have reviewed this report on Form 10-Q of TEN Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2025

/s/ Randolph Wilson Jones III
Randolph<br> Wilson Jones III
Chief<br> Executive Officer
(Principal<br> Executive Officer)

Exhibit31.2

CERTIFICATIONOF THE CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, Virgilio D. Torres, certify that:

1. I have reviewed this report on Form 10-Q of TEN Holdings, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2025

/s/ Virgilio D. Torres
Virgilio<br> D. Torres
Chief<br> Financial Officer
(Principal<br> Accounting and Financial Officer)

Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, in his capacity as an officer of TEN Holdings, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1) The Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 10, 2025

/s/ Randolph Wilson Jones III
Randolph<br> Wilson Jones III
Chief<br> Executive Officer
(Principal<br> Executive Officer)

Exhibit32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 10, 2025

/s/ Virgilio D. Torres
Virgilio<br> D. Torres
Chief<br> Financial Officer
(Principal<br> Accounting and Financial Officer)

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