Exchange Act Reporting Requirements. From and after the date hereof, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. In addition, the Company shall use all commercially reasonable efforts to file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 under the Securities Act (or any successor provision) and the use of Form S-3. From and after the date hereof, the Company shall forthwith upon reasonable request furnish any Holder of Registrable Securities (i) a written statement by the Company that it has complied with such reporting requirements, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act pursuant to Rule 144 thereunder. The purpose of the foregoing requirements are (a) to enable any such Holder to comply with the current public information requirements contained in paragraph (c) of Rule 144 under the Securities Act (or any successor provision) and (b) to qualify the Company for the use of Registration Statements on Form S-3.

Exchange Act Reporting Requirements. The Company shall timely file such information, documents and reports as the SEC may require or prescribe under the Exchange Act. In addition, the Company shall timely file such other information, documents and reports as shall hereafter be required by the SEC as a condition to the availability of Rule 144 under the Securities Act (or any successor provision). The Company agrees to take no action to deregister its securities under the Exchange Act by filing of SEC Form 15 or otherwise, nor will it engage in any other "going private" transaction, in each case, until such time as all Registrable Securities have been sold by the Holders; provided, however, that the Company may enter into an arms-length going private transaction with a non-affiliated third party and, upon consummation thereof, the Company may deregister its securities. The Company shall, upon reasonable request, (i) furnish the Holders of Registrable Securities with (a) a written statement by the Company that it has complied with such reporting requirements, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the SEC as the Holders may reasonably request in availing themselves of an exemption for the sale of Registrable Securities without registration under the Securities Act pursuant to Rule 144 thereunder and (ii) make such additional filings with the SEC as will enable the Holders to make sales of the Registrable Securities pursuant to Rule 144.

Exchange Act Reporting Requirements. Buyer shall remain in compliance with its reporting obligations under the Exchange Act until the Seller Noteholders and Seller Stockholders may resell all the shares of Augme Common Stock acquired pursuant to this Agreement under Rule 144 under the Securities Act in transactions in which the requirements of paragraph (c)(1) of such Rule 144 are not applicable.

Exchange Act Reporting Requirements. For a period of two years ----------------------------------- following the Merger Effective Date, USFloral shall (i) make and keep public information available, as those terms are defined in Rule 144 promulgated under the Securities Act of 1993, as amended (the "1933 Act") by the SEC and (ii) file with the SEC in a timely manner all reports and other documents required to be filed by USFloral under the 1933 Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Exchange Act Reporting Requirements. On or prior to the effective date of the IPO, the Company shall register the Common Stock under Section 12 of the Exchange Act and shall thereafter (whether or not it shall then be required to do so) use commercially reasonable efforts to timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. In addition, the Company shall use all commercially reasonable efforts to file such other information, documents and reports, as shall hereafter be required by the SEC as a condition to the availability of Rule 144 under the Securities Act (or any successor provision) and the use of Form S-3. The Company shall forthwith upon reasonable request furnish any Holder of Registrable Securities (a) a written statement by the Company that it has complied with such reporting requirements, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act pursuant to Rule 144 thereunder.

Exchange Act Reporting Requirements. The Company is subject to the Exchange Act reporting requirements pursuant to Section 15(d) of the Exchange Act.

Exchange Act Reporting Requirements. On or prior to September 30, 2008, the Company shall have filed with the Commission all reports required to be filed by it under the Exchange Act by issuers that are subject to the reporting requirements of the Exchange Act (whether or not the Company is subject to the reporting requirements of the Exchange Act), and the Company shall thereafter continue to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all such reports with the Commission. Any waiver of compliance with Section 4.3 of the Purchase Agreement hereunder, and of resulting Events of Default under Sections 8(a)(ii), (iii), (iv) and (ix) of the Note (as amended hereby), shall be applicable only until such date.

Exchange Act Reporting Requirements. The Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and timely files reports with the SEC on the Electronic Data Gathering, Analysis, and Retrieval (EXXXX) system. SCHEDULE 4 CONDITIONS PRECEDENT DOCUMENTS SCHEDULE 5 SET-OFF ARRANGEMENTS SCHEDULE 6 ADVERTISING ARRANGEMENTS The Formal Notice is to be published on the official website of the Stock Exchange and the Company’s website on June 22, 2022. SCHEDULE 7 PROFESSIONAL INVESTOR TREATMENT NOTICE IN WITNESS whereof this Agreement has been entered into the day and year first before written. SIGNED by WANG Xueji ) for and on behalf of ) TUYA INC. ) in the presence of: ) ) /s/ WANG Xueji SIGNED by Bxxxx Xxxx ) For and on behalf of ) CHINA INTERNATIONAL CAPITAL CORPORATION ) HONG KONG SECURITIES LIMITED ) /s/ Bxxxx Xxxx Signature page to Hong Kong Underwriting Agreement SIGNED by Bxxxx Xxxx ) For and on behalf of ) CHINA INTERNATIONAL CAPITAL CORPORATION ) HONG KONG SECURITIES LIMITED ) as attorney on behalf of each of the other ) HONG KONG UNDERWRITERS ) (as defined herein) ) /s/ Bxxxx Xxxx SIGNED by Rxxxx Xxxx ) For and on behalf of ) MXXXXX SXXXXXX ASIA ) LIMITED ) /s/ Rxxxx Xxxx SIGNED by Rxxxx Xxxx ) For and on behalf of ) MXXXXX SXXXXXX ASIA LIMITED ) as attorney on behalf of each of the other ) HONG KONG UNDERWRITERS ) (as defined herein) ) /s/ Rxxxx Xxxx SIGNED by Xxxxxxxx Xxxx ) For and on behalf of ) MXXXXXX LXXXX (ASIA PACIFIC) ) LIMITED ) /s/ Xxxxxxxx Xxxx SIGNED by Xxxxxxxx Xxxx ) For and on behalf of ) MXXXXXX LXXXX (ASIA PACIFIC) ) LIMITED ) as attorney on behalf of each of the other ) HONG KONG UNDERWRITERS ) (as defined herein) ) /s/ Xxxxxxxx Xxxx

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