Dated the 1st day of January 2022 NEO-CONCEPT (HOLDINGS) LIMITED (as licensor) and NEO-CONCEPT INTERNATIONAL GROUP HOLDINGS LIMITED (as licensee) TRADE MARK LICENSING AGREEMENT

Exhibit 10.5

Dated the 1^st day of January 2022

NEO-CONCEPT (HOLDINGS) LIMITED

(as licensor)

and

NEO-CONCEPT INTERNATIONAL GROUP HOLDINGS LIMITED

(as licensee)

TRADE MARK LICENSING AGREEMENT

THIS AGREEMENT is entered into on this 1^st day of January, 2022

Between

(1) NEO-CONCEPT (HOLDINGS) CO. LIMITED, a limited liability company incorporated in Hong Kong whose registered office is at 00/X, Xxxxxxx Centre, 000-000 Xxx Xxx Xxxx, Xxxx Xxxx, Xxxxxxx, Xxxx Xxxx (the “Licensor”);

(2) NEO-CONCEPT INTERNATIONAL GROUP HOLDINGS LIMITED, an exempted company incorporated in the Cayman Islands whose registered office is at Suite #0-000, Xxxxxxxxx Xxxxxx, 00 Xxxx Xxxx Xxx Xxxxxx, XX Xxx 00000, Xxxxx Xxxxxx XXx-0000, Xxxxxx Xxxxxxx (the “Licensee”); and

Whereas

(A) The Licensor is the owner of the Marks (as defined below) set out in Schedule 1.

(B) The Licensee has been authorised by the Licensor to use the Marks from time to time on an ad hoc basis.

(C) The parties have agreed to formalise the licensing arrangement and the Licensor wishes to grant and the Licensee to receive a licence to use the Marks in the Territory (as defined below), subject to the terms as set out in this Agreement.

IT IS AGREED AS FOLLOWS

Interpretation

1.1 In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:

Marks means the registered and umegistered trade marks set out in Schedule 1 together with any fmiher trade marks which are notified to Licensee in writing;

Subsidiaries  means those subsidiaries of Licensee from time to time;

subsidiary means, in relation to an undertaking (the holding undertaking), any other undertaking in which the holding undertaking (or persons acting on its or their behalf) for the time being directly or indirectly holds or controls either:

(a) fifty per cent (50%) or more of the voting rights exercisable at general meetings of the members of that undertaking on all, or substantially all, matters; or

(b) the right to appoint or remove directors having fifty per cent (50%) or more of the voting rights exercisable at meetings of the board of directors of that undertaking on all, or substantially all, matters, and any undertaking which is a subsidiary of another undertaking shall also be a subsidiary of any further undertaking of which that other is a subsidiary; and the term subsidiaries shall be construed accordingly;

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Term has the meaning set out in Clause 4.1;

Territory means the People’s Republic of China (including Hong Kong and Macau), Republic of Korea, European Union, United Kingdom and the United States of America.

1.2 In this Agreement, unless the context otherwise requires:

(a) reference to persons shall include individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships;

(b) the headings are inserted for convenience only and shall not affect the construction of the Agreement; and

(c) references to one gender shall include each gender and all genders.

1.3 The Schedules comprise schedules to this Agreement and form part of this Agreement.

Grant Of Licence

2.1 The Licensor hereby grants to Licensee (for itself and for the benefit of its Subsidiaries) during the Term in the Territory a non-exclusive royalty free licence to use the Marks, including as part of a corporate name, and for related advertising and marketing purposes.

2.2 The Licensee shall procure that each of its Subsidiaries observes and performs the terms of this Agreement as though it was named as a party to this Agreement in place of the Licensee. Any use of the Marks by any Subsidiary shall, for the purposes of this Agreement, constitute use of the Marks by the Licensee.

Conditions Of Use

3.1 The Licensee hereby undertakes that:

(a) it will use the Marks (including, but without limitation, the presentation of the Marks on products, packing, wrappers, notepaper, price lists, advertisements and other promotional material and the like, whether in physical or electronic form) in such manner as it deems fit;

(b) it will not do or omit to do anything to diminish the rights of the Licensor in the Marks or impair any registration of any of the Marks;

(c) it will not use the Marks in a manner which is likely to cause harm to the goodwill attached to the Marks;

(d) its use of the Marks will include the proper attribution and trade mark notice as set forth in Schedule 1;

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(e) it will not adopt, register or otherwise use any additional trade marks incorporating any of the Marks without the written approval of the Licensor. Any such approved trade marks will be deemed subject to the terms of this Agreement.

Term And Termination

4.1 This Agreement shall commence on the date of signature of this Agreement and shall continue in force for a period of five(5) calendar years (the Term).

4.2 The licence under this Agreement may be renewed for a further period of five(5) calendar years by notice in writing by the Licensee to the Licensor given at least one month prior to the date of expiry of the Term.

4.3 This Agreement may be terminated by agreement in writing between the parties.

4.4 Termination of this Agreement shall not release either of the parties from any other liability which at the time of termination has already accrued to the other party, nor affect in any way the survival of any other right, duty or obligation of the parties which is expressly stated elsewhere in this Agreement to survive such termination.

Effects Of Termination

5. Upon termination of this Agreement for any reason, the rights and licence granted hereunder to the Licensee shall cease and determine and the Licensee shall forthwith discontinue any and all use of the Marks.

Acknowledgement

6. The Licensee recognises the Licensor’s title to the Marks and shall not at any time do or suffer to be done any act or thing which is likely in any way to prejudice such title. It is understood that the Licensee shall not acquire and shall not claim any title to the Marks or the goodwill attaching thereto by value of the rights hereby granted to the Licensee or through the Licensee’s use of the Marks, either before, on or after the date of this Agreement, it being the intention of the parties that all use of the Marks by the Licensee and the goodwill arising pursuant thereto shall at all times inure to the benefit of the Licensor.

Enforcement

7. Should the Licensee have knowledge of any third party infringement of the Marks in the Territory during the Term, it shall immediately notify the Licensor of the infringement and agrees to assist the Licensor in any enforcement action against such third parties.

Severance

8. If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement.

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Governing Law

9. This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong and the parties submit to the non-exclusive jurisdiction of the Hong Kong courts.

Survival

10. The following Clauses shall survive termination or expiration of this Agreement: 1, 3, 4, 5, 6, 7, 8, 9 and 10.

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SCHEDULE 1

Particulars of Marks

Registered Owner		Country/ region/ organisation of Registration		Trademark text		Trademark No./International Registration No.		Class		Date of registration		Expiry Date
Neo-Concept (Holdings) Co Ltd		Hong Kong		les 100 ciels		305310288		10		22-06-2020		21-06-2030
Neo-Concept (Holdings) Co Ltd		Hong Kong		les l 00 ciels		301361088		25, 42		11-06-2009		l0-06-2029
Neo-Concept (Holdings) Co Ltd		European Union		les 100 ciels		008375198		25		12-01-2010		19-06-2029
Neo-Concept (Holdings) Co. Ltd		Korea		les 100 ciels		1042212		18, 24, 25,42		23-09-2019		04-03-2030
Neo-Concept (Holdings) Co. Ltd		United States of America		LES 100 CIELS		3980225 / 1042212		25		21-06-2011		04-03-2030
Neo-Concept (Holdings) Co. Ltd		WIPO		les 100 ciels		1042212		18, 24, 25, 42		04-03-2010		04-03-2030
(NEO-CONCEPT (HOLDINGS) CO., LTD.)		Hong Kong		NEO Concept		300838512		25, 43		26-03-2007		25-03-2027
Neo-Concept (Holdings) Co Ltd		Hong Kong		NEO Concept		305310251		10		22-06-2020		21-06-2030

IN WITNESS WHERE this Agreement has been executed as a deed on behalf of the parties on the day and year first above written.

EXECUTED AS A DEED	)
For and on behalf of	)
NEO-CONCEPT (HOLDINGS) CO. LIMITED	)
by                                                          )
in the presence of:	)

EXECUTED AS A DEED	)
For and on behalf of	)
NEO-CONCEPT INTERNATIONAL GROUP HOLDINGS LIMITED	) )
by                                                          )
in the presence of:	)