AMENDED AND RESTATED GLOBAL SOURCING AND PURCHASE AGREEMENT January 1, 2023

1.

Services:

a)

FWW shall provide manufacturing sourcing and procurement services for FGI’s Products, such Products as described under Exhibit A (as such Exhibit may be amended from time

b)

FWW shall provide certain sales, marketing and design services related to FGI’s Products, as specified and requested by FGI, such Products as described under Exhibit A (as such Exhibit may be amended from time to time with the consent of both parties);

c)

FWW shall negotiate and manage, on behalf of FGI, the cost of production, prepayments, shipping and any other elements as necessary for the production and delivery of Products specified by FGI either directly to FGI or to FGI’s customers. For the avoidance of doubt, FWW and FGI agree that the terms negotiated by FWW on behalf of FGI are not binding upon FGI unless and until FGI enters into any binding written agreement with the third party;

d)

FWW shall inspect the merchandise before it is shipped to FGI or destinations required by FGI to ensure the quality, performance, specifications, and quantity of products meet the requirements and standards of FGI which will not be less than industry standard (hereinafter “Quality Control” or “QC”); and

e)

FWW shall prepare relevant shipping documentation and shipping information to FGI as it pertains to Products that have been approved and ordered by FGI.

f)

All pricing associated with any manner of services described in this Section shall be invoiced, ordered, or otherwise in the form of United States Dollars (“USD”).

2.

Representations:

a)

is a corporation duly organized, validly existing and in good standing under the laws of Hong Kong SAR;

b)

has all requisite corporate power and authority to carry on its business as it is now being conducted;

c)

has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and the execution and consummation of this Agreement shall not violate the charter documents of FWW, or any other commitment or agreement to which FWW is a party; and

d)

to the best of its knowledge, entry in this Agreement, and its performance hereunder, does not and shall not violate any law, statute or regulation or any contractual obligation of FWW; and (iv) FWW has the requisite skill, competence and resources to carry out its obligations under this Agreement.

e)

shall not commit any act or do anything which might reasonably be considered: (i) to be immoral, deceptive, scandalous or obscene; or (ii) to injure, tarnish, damage or otherwise

a)

has the full right, power and authority to enter into this Agreement;

b)

has been duly authorized to enter into this Agreement in accordance with its operating agreement and bylaws; and

c)

to the best of its knowledge, entry in this Agreement, and its performance hereunder, does not and shall not violate any law, statute or regulation or any contractual obligation of FGI.

3.

Limitation of Liability and Indemnification:

4.

Payment and Commissions:

g)

With respect to any special/custom products which may demand more work for FWW in the ordinary course of business (“Specialty Products”) or any special/custom services which may demand more work for FWW in the ordinary course of business (“Specialty Services”), FWW and FGI agree to negotiate a different commission rate which shall be applied to the Specialty Products and Specialty Services without affecting any Products or services specified under this Agreement. For the avoidance of doubt, written approval by FWW and FGI shall be required to effectuate any change in commission for Specialty Products or Specialty Services.

5.

Term of the Agreement:

a)

The term of this Agreement shall be for a period of one year commencing on the date of execution of this Agreement (the “Term”).

b)

Unless terminated within sixty (60) days, this Agreement shall be automatically renewed for an additional Term upon every anniversary day of this Agreement.

6.

Termination of the Agreement:

a)

This Agreement may be terminated by either FWW or FGI by giving a written notice to the other party 60 (sixty) days prior to the proposed termination date.

b)

If FWW enters into a similar Agreement with another party whom FGI deems to be a competitor, FGI retains the right to terminate this Agreement immediately and without notice.

c)

FGI retains the right to enter into a similar Agreement with another party whom FWW deems to be a competitor. In such an event, FWW maintains the right to the terminate this Agreement in accordance with the provisions of 6a.

7.

Governing Law:

8.

Miscellaneous:

a)

Exclusive jurisdiction: For the purpose of any action that may be brought in connection with this Agreement, FWW and FGI hereby consent to the exclusive jurisdiction and venue of the United States District Court for the District of New Jersey and waive the right to contest the jurisdiction and venue of said court on the ground of inconvenience or otherwise and, further, waive any right to bring any action or proceeding in connection with this agreement in any court other than the United States District Court for the District of New Jersey.

b)

Counterparties: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and facsimile copies shall be deemed originals for all purposes.

c)

Notices: All notices that are required or may be given pursuant to the terms of this Agreement shall be in writing and delivered by hand or national overnight courier service, sent by facsimile transmission, sent via electronic-mail to a respective Party’s address, or mailed by registered or certified mail, postage prepaid, to the addresses designated by either Party hereto. A notice shall be deemed to have been given (i) upon personal delivery, if delivered by hand or courier, (ii) three business days after the date of deposit in the mails, postage prepaid, if mailed by certified or registered mail, or (iii) the next business day if sent by facsimile transmission or electronic mail (if receipt is electronically confirmed).

d)

Entirety: This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral and written, among the parties hereto with respect to the subject matter hereof. No representation, warranty, promise, inducement or statement of intention has been made by any party that is not embodied in this Agreement or such other documents, and none of the parties shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein.

e)

Assignments and Successors: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any person or entity other than the parties hereto or their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. This Agreement may not be assigned by either party without the prior written consent of the other party.

f)

Independent Contractor: FWW is and shall be construed as an independent contractor.

g)

Confidentiality: FWW shall maintain strict confidentiality with respect to any and all information, whether in writing, oral or otherwise, concerning FGI or Products developed specifically for FGI or ordered by FGI, with respect to the nature and extent of the mutual business relationship as well as with respect to the commercial and manufacturing secrets of FGI, and shall not make any such information available to third parties, including this Agreement and any of its terms. FWW shall take measures to ensure that its employees also adhere to this confidentiality obligation. FWW hereby acknowledges that any breach or attempted breach of this Section by FWW or its owners, shareholders, directors, officers, employees, agents or representatives shall result in irreparable harm to FGI for which a remedy at law shall be inadequate. In case of any breach or attempted breach of this Section by FWW or its owners, shareholders, directors, officers, employees, agents or representatives, FGI shall be entitled to, in addition to any other remedies to which FGI may be entitled, specific performance and injunctive and other equitable relief without the necessity of proof of irreparable harm or posting of bond.

i)

Amendments: This Agreement may only be amended, varied or supplemented by an instrument in writing, signed by the parties hereto.

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Bath Furnishings: this includes, but is not limited to, vanities, mirrors, cabinetry, shelving and storage products typically produced for the bathroom space.

·

Kitchen Furnishings: this includes, but is not limited to, cabinetry, shelving and storage products typically produced for the kitchen space.