STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this " Agreement ") dated as of

STANDBY EQUITY PURCHASE

STANDBY EQUITY PURCHASE AGREEMENT (this "Agreement") dated as of February 14, 2025 is made by and between YA

II PN, LTD., a Cayman Islands exempt limited company (the "Investor"), and MOBILE-HEALTH NETWORK SOLUTIONS,

a Cayman Islands company (the "Company"). The Investor and the Company may be referred to herein individually as

a "Party" and collectively as the "Parties."

the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and

sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $10,000,000 of the

Company's Class A ordinary shares, par value $0.000004 per share (the "Ordinary Shares");

the Ordinary Shares are listed for trading on the Nasdaq Stock Market under the symbol "MNDR";

the offer and sale of the Ordinary Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of

1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), or upon such other exemption

from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made

in consideration of the Investor's execution and delivery of this Agreement, the Company shall pay the Commitment Fee pursuant to

and in accordance with Section 11.04.

THEREFORE, the Parties hereto agree as follows:

I. Certain Definitions

terms used in this Agreement meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise set forth

2.01 Advances; Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the

Company, at its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall

purchase from the Company, Advance Shares by the delivery to the Investor of Advance Notices on the following terms:

2.02 Closings. The closing of each Advance and each sale and purchase of Advance Shares (each, a "Closing")

shall take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The Parties acknowledge

that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but

shall be determined on each Closing based on the daily prices of the Ordinary Shares that are the inputs to the determination of the Purchase

Price as set forth further below (provided that for the purposes of determining the daily VWAP for any Trading Day, the Parties may use

only a specified period withing a Trading Day upon mutual consent). In connection with each Closing, the Company and the Investor shall

fulfill each of its obligations as set forth below:

THE SECURITIES REPRESENTED

HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE

BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO

AN OPINION OF COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

2.03 Hardship. In the event the Company fails to perform its obligations as mandated in this Agreement after the Investor's

receipt of an Advance Notice, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Article

V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without limitation, specific

performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses),

as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable damage may occur in the

event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions to prevent such

breaches of this Agreement and to specifically enforce (subject to Applicable Laws and the rules of the Principal Market), without the

posting of a bond or other security, the terms and provisions of this Agreement.

2.04 Completion of Resale Pursuant to the Registration Statement. After the Investor has purchased the full Commitment Amount

and has completed the subsequent resale of the full Commitment Amount pursuant to the Registration Statement, Investor will notify the

Company in writing (which may be by e-mail) that all subsequent resales are completed and the Company will be under no further obligation

to maintain the effectiveness of the Registration Statement.

III. Representations and Warranties of the Investor

represents and warrants to the Company, as of the date hereof, as of each Advance Notice Date and as of each Advance Date that:

3.01 Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of

the Cayman Islands and has the requisite corporate power and authority to enter into and perform its obligations under the Transaction

Documents to which it is a party and to purchase or acquire the Shares in accordance with the terms hereof. The decision to invest and

the execution and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its

obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require

no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction

Documents to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the Transaction

Documents to which it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof

and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the

Investor in accordance with its terms.

3.02 Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable

of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Ordinary Shares of the Company

and of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its

investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.

3.03 No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review the

Transaction Documents and the transactions contemplated by the Transaction Documents with its own legal counsel and investment and tax

advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any

of the Company's representatives or agents for legal, tax, investment or other advice with respect to the Investor's acquisition

of Ordinary Shares hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges

that the Investor may lose all or a part of its investment.

3.04 Investment Purpose. The Investor is acquiring the Ordinary Shares for its own account, for investment purposes and not

with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under

or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein,

the Investor does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term

and reserves the right to dispose of the Shares at any time in accordance with, or pursuant to, a Registration Statement filed pursuant

to this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding,

directly or indirectly, with any Person to sell or distribute any of the Shares. The Investor acknowledges

that it will be disclosed as an "underwriter" and a "selling stockholder" in each Registration Statement and in

any prospectus contained therein to the extent required by applicable law and to the extent the prospectus is related to the resale of

Registrable Securities.

3.05 Accredited Investor. The Investor is an "Accredited Investor" as that term is defined in Rule 501(a)(3)

3.06 Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to

the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision.

The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management

and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor

or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor's right to rely on

the Company's representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company

has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the

Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement. The

Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice,

as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.

3.07 Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more

intermediaries, controls or is controlled by, or is under common control with the Company or any "Affiliate" of the

Company (as that term is defined in Rule 405 promulgated under the Securities Act).

3.08 No Prior Short Sales. The Investor has not directly or indirectly, nor has any

Person acting on behalf of or pursuant to any understanding with the Investor, engaged in any transactions in the securities of the Company

(including, without limitation, any Short Sales (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) involving

the Company's securities) during the period commencing as of the time that the Investor first contacted the Company or the Company's

agents regarding the specific investment in the Company contemplated by this Agreement and ending immediately prior to the execution of

this Agreement by the Investor.

3.09 General Solicitation. Neither the Investor, nor any of its affiliates, nor any

person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within the

meaning of Regulation D) in connection with any offer or sale of the Ordinary Shares by the Investor.

IV. Representations and Warranties of the Company