DocuSign Envelope ID: 2719AC98-564E-4ED4-9D89-D2632FE0494D

EXCLUSIVE CO-OPERATION AGREEMENT

THIS EXCLUSIVE CO-OPERATION AGREEMENT (“Agreement”) is made and entered at on this

23rd day of October 2021

BY AND AMONGST:

ROOTER SPORTS TECHNOLOGIES PRIVATE LIMITED, a company incorporated under the

Companies Act, 2013, bearing CIN No. U74999DL2016PTC300035, having its registered office at House
No. 55, First Floor, East of Kailash, Community Center, New Delhi 110065 India, (hereinafter referred to
as the “Company”, which expression shall unless repugnant to the context or meaning thereof mean and
include its successors-in-interest and permitted assigns) of the FIRST PART;

AND

Paridhi Gupta, an Indian citizen, having Aadhar card number: 2245 9252 5949 and residing in, B-401,
NPK, Vaishali, Ghaziabad, UP - 201010 (hereinafter referred to as the “Influencer”, which term shall
unless repugnant to the context or meaning thereof, be deemed to mean and include her legal heirs,
representatives, executors, successors and administrators) of the SECOND PART;

The Influencer, Agent and the Company shall hereinafter, whenever the context so requires, be referred to
collectively as the ‘Parties’ and individually as the ‘Party’.

WHEREAS:

A. The Company is a private limited company, engaged in the business of providing sports and
gaming technology platform for sports fans across the world through the Company’s website and
mobile application under the name of “ROOTER” (“Platform”). The Company frequently
engages the services of various influencers to promote and advertise the content pertaining to sports
and gaming. Further, the Company also utilizes the services of influencers and well-known
youtubers for the purpose of enhancing and promoting the products of different brands (“Brands”)
as available in the market amongst the users.

B. The Influencer is established videographer or entertainer who creates videos for the purpose of
sharing such videos on the prominent and popular websites such as Youtube, Instagram,
Facebook etc. Over the period, the Influencer has created reputation and goodwill amongst its
users through his channel under the style and name of “NoobPaRi”.

C. The Agent, inter-alia, carries on the business of marketing and managing of the business affairs of
the Influencer relating to videos, promotional events and other ancillary matters thereto.

D. In view of the above and in pursuance to the negotiations between the Parties, the Company has
offered and the Influencer has agreed and accepted to render such Services (as defined below),
subject to certain terms and conditions agreed between the Parties herein below.

NOW THEREFORE in consideration of the foregoing and the mutual covenants and promises contained
hereinafter and other good and valuable consideration the adequacy and receipt of which is hereby
acknowledged the Parties, intending to be bound legally, agree as follows:

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1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.2 In this Agreement, unless the context otherwise requires, the following words shall have the
meanings ascribed to them hereunder:

1.2.1 “Applicable Laws” shall means any applicable law, statute, rule, regulation, ordinance,
guideline, by-law or subordinate legislation whether in effect in India on the date of
execution of this Agreement or thereafter and all amendments to the same which come into
force from time to time, with which the Parties must comply with while discharging their
obligations under this Agreement;

1.2.2 “Agreement” shall mean and include this Agreement and include any schedule and/or
annexure attached to it or incorporated in it by reference and shall include any
modifications of this Agreement as may be mutually agreed in writing by the Parties;

1.2.3 "Competitor" shall mean any legal person, entity, organisation (whether or not
incorporated), or individual (whether in India or outside India) that is engaged in the
business of rendering, advertising or promoting the Competitive Services(defined
hereinafter) and/or in any way associated whether directly or indirectly with the
Competitive Services in any manner whatsoever during the Term;

1.2.4 "Competitive Services" shall mean such services which are same or similar (directly or
indirectly) to the Services of the Company;

1.2.5 “Execution Date” shall mean the date of signing of this Agreement by all the Parties;

1.2.6 “Effective Date” shall mean such date as is mutually agreed between the Parties;

1.2.7 "Fees" shall mean the fees payable to the Influencer as per Clause 4.1 of this Agreement;

1.2.8 “Intellectual Property Rights” shall means any patent, copyright, trademark, trade name,
design, trade secret, permit, service marks, brands, propriety information, knowledge,
technology, licenses, databases, computer programs, software, know-how or other form of
intellectual property right, title, benefits or interest whether arising before or after the
execution of this Agreement and the right to ownership and registration of these rights;

1.2.9 "Services" shall include the services to be provided by the Influencer pursuant to this
Agreement, as more particularly detailed in Schedule I herein below;

1.2.10 "Territory" shall mean whole of India;

1.2.11 "Term" shall mean and include the period as provided under Clause 3.

1.3 Interpretation

In this Agreement:

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1.3.1 unless otherwise specified, all references to recitals, clauses and schedules are to Recitals
to, Clauses of, and Schedules to, this Agreement;

1.3.2 unless the context otherwise requires, words denoting the singular number shall include the
plural and vice versa and reference to one gender includes reference to the other gender;

1.3.3 communication via emails shall be considered a suitable medium for any pre-approvals or
approvals to be taken by the Company and its response thereto by the Parties for the
purposes of this Agreement;

1.3.4 where a time period is specified for any approval under this Agreement, if any Party fails to
provide such approval within the specified timeline, it shall be considered as a deemed
approved for the purposes of this Agreement.

1.3.5 references to any enactments, rules, regulations or ordinances shall include re-enactments,
amendments and extensions thereof from time to time;

1.3.6 clauses of, recitals of and schedules to, this Agreement shall be deemed to form an integral
part of this Agreement;

1.3.7 headings are used for convenience only and shall not affect the interpretation of this
Agreement;

1.3.8 where any act, matter or thing is required by this Agreement to be performed or carried out
on a certain day and that day is not a Business Day then that act, matter or thing shall be
carried out or performed on the following Business Day;

1.3.9 the words “include” and “including” are to be construed without limitation unless the
context otherwise requires or unless otherwise specified;

1.3.10 the terms “hereof”, “herein”, “hereby” and derivative or similar words refer to this entire
Agreement and not to any particular clause, article or section of this Agreement;

1.3.11 reference to days, months and years are to Gregorian calendar days, months and years
respectively;

1.3.12 any date or period of time mentioned in this Agreement shall, unless extended by mutual
written agreement of the Parties prior to the expiry of the specified date or period of time,
be of the essence.

2. ENGAGEMENT

2.1 Subject to the terms and conditions contained in the Agreement, the Company hereby appoints the
Influencer to provide its Services, as more particularly described under Schedule I (hereinafter
referred to as the “Services”) and the Influencer agrees to render such Services on exclusive basis,
to the satisfaction of the Company, in lieu of the Fees (as defined below) mentioned below.

2.2 It is agreed between the Parties that the Influencer shall not directly or indirectly, use, create,
distribute, post, stream and/or upload the content created for the Company in pursuance to this

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Agreement, for any third party or Competitor, during the Term of the Agreement, without the prior
written consent of the Company.

2.3 It is agreed and acknowledged by the Influencer that in the event the Influencer renders the services
similar to the Services to any third party or Competitor during the Term of the Agreement, the
Influencer shall pay 50% (fifty per cent) of the total Fees, for the breach of the Clause 2.1
mentioned above and for causing such damage to the business and operations of the Company.

2.4 The Company reserves the right to appoint any other influencer directly or through other agencies
during the Term of this Agreement, for provision of the services which are similar to the Services
without any prior intimation or consent from the Influencer. The Influencer agrees that any such
appointment shall not cause or deem to cause any injury to the Influencer.

3. TERM

3.1 This Agreement shall be effective on and from the Effective Date and shall continue in full force
and effect for a period of 1 year thereafter (“Term”), unless earlier terminated in which event the
Term shall terminate on such earlier date. It is however clarified that prior to the expiry of the
Term, the Parties may extend the Term to such further period(s) as may be mutually decided by the
Parties in writing.

3.2 Upon expiration of the Agreement, in the event the Influencer intends to carry out an exclusive
services similar to the Services on other platforms, the Influencer and/or Agent shall notify the
Company in writing of the terms agreed with the third party before executing the definitive
exclusive agreement with such third party, and grant the Company 2 (two) working days for
consideration. The Company shall have the right of first refusal to enter into a new exclusive
agreement with Influencer and the Agent on the same terms and conditions as those offered to
Influencer. It is however clarified, that in the event the Company neither accepts or rejects the new
exclusive agreement within a period of 10 (ten) working days from the date of receipt of
prospective arrangement, the Influencer has the right to enter into such arrangement with the third
party.

4. FEES AND EXPENSES

4.1 Fees for Services

In consideration of the Services, the Company hereby agrees and undertakes to pay, the Influencer,
INR 30,000 (Thirty Thousand) per month (“Fees”) during the Term of the Agreement. The
Influencer acknowledges that such payment of the Fees is subject to (i) the fulfilment of the
Services to the satisfaction of the Company; and (ii) deduction of taxes as may be required under
Applicable Laws. It is agreed between the Parties that in the event the Influencer fails to deliver the
Services for 75 hours, every month and the deficient hours is equal or less than 10 (ten) hours, then
the Fees for such preceding calendar month shall be reduced by 50% (fifty percent). Further, if the
deficient hours are more than 10 (ten) hours, the Company reserves the right to forfeit the portion
or whole of the Fees of the Influencer for the preceding calendar month.

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4.2 Invoice

For the Services rendered, the Influencer shall raise the invoice(s) every month, for the payment of
the Fees to the Influencer, in the manner which is acceptable to the Company. The invoices raised
by the Influencer shall be processed by the Company within 30 (thirty) days from the date of
receipt of the invoice from the Influencer. It is clarified that the Company shall be liable to pay the
Fees for only those amounts which are not disputed by the Company pursuant to reconciliation of
the accounts of the Parties.

5. EVENTS/TOURNAMENTS

5.1 The Influencer hereby agrees and acknowledges that the Influencer whenever required, shall attend,
participate and host the events, tournaments, initiatives, programs and/or competitions organized,
promoted or supported by the Company (“Events”). It is further agreed between the Parties that the
Company shall provide 5 (five) days’ notice to the Influencer prior to the commencement of
Events.

5.2 The Influencer shall respond to the Company within 48 (forty eight) hours from the receipt of such
notice. However, in the event the Influencer informs about the Influencer’s unavailability within 48
(forty eight) hours from the receipt of such notice, then the Parties may mutually agree upon a new
schedule for such Event during the Term of this Agreement in place of the day so cancelled to
attend, participate and host the Events, which shall not be at any additional cost to the Company
over and above the fees payable hereunder.

5.3 Subject to Clause 5.2 above, the Influencer agrees and undertakes that in the event the Influencer
fails to respond within 48 (forty eight) hours from the date of receipt of notice, the Influencer shall
pay 20% (twenty per cent) of the total Fees.

5.4 It is clarified that in the event the Influencer, informs about his/her unavailability within 48 (forty
eight) hours from the date of receipt of such notice, on account of a Force Majeure Event, then the
Parties shall mutually agree upon a new date during the Term of this Agreement, to host, attend
and/or participate in the Events which shall not be at any additional cost to the Company over and
above the Fees payable hereunder.

5.5 It is further clarified that the Influencer shall be liable or responsible for any loss or damage of any
nature whatsoever that may have been caused and/ or suffered or likely to be caused and/ or
suffered to/ by the Company on account of cancellation of Events, at the last moment owing to
reasons attributable to the Influencer.

6. INTELLECTUAL PROPERTY

6.1 The Parties agree and acknowledge that:

6.1.1 the Influencer hereby grant to the Company an exclusive, royalty-free, transferable,
unlimited license to utilize, use and reuse the Services rendered including but not limited to
videos, gaming content, sports content etc. developed by the Influencer pursuant to this
Agreement.

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6.1.2 the Company shall have the right to change, copy, alter, add to, take from, adapt or
translate, edit, alter, re-arrange, synchronize, re-synchronize and modify any portion of
such content at its sole discretion.

6.2 The Influencer and the Agent shall not use the Intellectual Property Rights of Company except as
Company may authorize in writing. In the event the Influencer and the Agent come to know of any
instances of misuse of any of the trademark, copyright, patent, trade secrets, industrial design of
Company by third parties, they shall forthwith notify Company and render all reasonable assistance
to Company in any proceedings that Company may take to prevent such misuses.

6.3 The Influencer and the Agent hereby represents and warrants that the Influencer, as on the
Execution Date, has not entered into any agreement or arrangement with any person, or entity by
virtue of which the Influencer is obliged to endorse products of an/or associate with any Competitor
during the Term within the Territory.

6.4 The Influencer and the Agent agree, warrant and undertake that the Influencer and the Agent shall
take all necessary measures to ensure that any Intellectual Property Rights of Company under this
Agreement is not infringed, passed off, diluted, reverse-engineered, hacked into, misappropriated,
tampered with and/or copied for any other reason by any of its employees, agents, consultants,
representatives except as expressly provided herein.

6.5 The Influencer hereby agrees to indemnify and hold harmless the Company and its respective
directors, employees, officers, agents and representatives from and against any cost, loss, damages
and claim of whatsoever nature, brought against the Company and its respective directors,
employees, officers, agents and representatives alleging that the material, content of the Influencer
or Services rendered by the Influencer infringes the intellectual property right of such third party.

6.6 Notwithstanding anything to the contrary in this Agreement, the exclusive rights of the Company
under this Agreement shall include but not be limited to rights relating to any media, mean,
medium and technology, whether now in existence or hereafter discovered.

6.7 The rights and obligations set out in this Clause 8 shall survive the termination of the Agreement.

7. OBLIGATIONS OF THE INFLUENCER

7.1 The Influencer hereby agrees and undertakes to:

7.1.1 provide good, high-quality unhindered Services in a competent and professional manner to
the satisfaction of the Company.

7.1.2 maintain the Company’s brand image and comply with all the directions issued by the
Company and not do anything to tarnish, spoil or reduce the goodwill of the Company.

7.1.3 keep the Company updated of any change in his contact details.

7.1.4 not bind the Company to any commitment or obligations to third parties (whether in
contract, tort or otherwise) without the prior approval of the Company.

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8. REPRESENTATIONS AND WARRANTIES

8.1 The Company represents, warrants and undertakes that:

8.1.1 it has full power and authority to enter into this Agreement and fulfill and perform its
obligations contemplated in this Agreement and this Agreement constitutes its legal, valid
and binding obligation enforceable against it in accordance with the terms hereof;

8.1.2 the advertising and promotion of the Brands are not prohibited by law and the Company
has valid statuary licenses/permissions, if any, required in law;

8.1.3 The advertisement and promotion of the Brands will be in compliance with the provisions
of the Applicable Laws.

8.1.4 it shall not, whether during the Term or at any time thereafter, make or permit any
statement, orally or in writing, publicly or privately, or do any act or permit any act, in a
manner as will in the reasonable opinion of Influencer, disparage or which is capable of
disrespecting the reputation and image of Influencer in the industry.

8.2 The Influencer and Agent (jointly and severally) represent, warrant and undertake that:

8.2.1 The Influencer shall not, at any time during the Term make any statement, orally or in
writing about the Brands being of a particular standard or quality unless approved in
writing by the Company, or do any act, that disparages the image of the Brands.

8.2.2 on the Execution Date and during the Term, any agreement or understanding between the
Influencer and the Agent shall not in any manner conflict with the terms of this Agreement
or hinder or impede the Influencer from rendering the Services under this Agreement.

8.2.3 Save and except as permitted under this Agreement, Influencer shall not during the Term,
appear or speak in, or directly to be engaged in or associated with any advertisement,
promotion, endorsement or publicity of any kind in any media whatsoever of any
Competitive Services and/ or the Competitor during the Term.

8.2.4 Influencer shall include the official email address of the Company for business enquiries on
the Influencer’s social media platforms.

8.2.5 Save and except as permitted hereunder, the Influencer has not entered and will not enter
into any other contractual commitment during the Term of this Agreement, which will
prevent or substantially impair the Influencer’s performance or obligations under this
Agreement.

9. TERMINATION

9.1 The Company may terminate this Agreement at any time during the validity of this Agreement by
giving two (2) days prior written notice to this effect to the other Party.

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9.2 The Influencer may terminate this Agreement at any time during the validity of this Agreement by
giving Thirty (30) days prior written notice to the Company

9.3 The Company may terminate this Agreement immediately upon written notice to the Influencer in
the following events:

9.3.1 The Influencer’s performance of this Agreement is prohibited by operation of law;

9.3.2 The Influencer’s Services including but not limited to videos, gaming and sports content
etc. incites terrorism or violence or opposes the public and religious sentiments.

9.3.3 The Services rendered by the Influencer conveys any sexual implications, including
streaming in nudity, using language that seduce sexual intention.

9.3.4 The Influencer display any content on the Platform that relates to use of illegal drugs or
gambling.

9.3.5 violation or alleged violation of any the of any third party by the Influencer.

9.3.6 violation or alleged violation of any Applicable Laws in relation to this Agreement.

9.3.7 The Influencer or any of its representatives commits a breach of its obligations or fails to
render Services to Company in the manner provided under this Agreement and, if the
breach is capable of remedy, fails to remedy the breach within 15 (fifteen) days of being
specifically required in writing to do so by Company.

9.4 Upon any court of competent jurisdiction taking cognizance of an act/omission of the Influencer
being involved in any criminal or moral turpitude which is punishable under the Indian Penal Code
1860 or any other law for the time being in force which is prejudicial to the interest of the
Influencer and his/her reputation, the Company shall have the right, in its sole discretion, to take
any action it deems appropriate, including but not limited to terminating this Agreement.

10. EFFECT OF TERMINATION

10.1 Termination or expiration of this Agreement shall not relieve any of the Parties of any liability or
obligation it may have to the other, arising out of or related to acts or omissions occurring prior to
such termination or expiration.

10.2 In the event the Company terminates this Agreement due to breach committed by the Influencer,
the Company shall not be obligated to make any payments to the Influencer for the tasks or
negotiations in progress.

10.3 On termination of this Agreement by either Party for any reason, the Influencer and the Agent shall
be obligated within 7 (seven) days of the termination of this Agreement, whether by expiration or
otherwise, to return to the Company any material of the Company in possession of the Influencer
and/or the Agent or provided to the Influencer and/or the Agent during the Term for the purpose of
rendering the Services. The Influencer and Agent shall also be obligated to return to the Company
within 7 (seven) days of the termination of this Agreement any Confidential Information of the

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Company and all copies of such material obtained by the Influencer and Agent during the Term of
this Agreement.

10.4 The Parties hereto agree that in the event of termination of the Agreement by either Party or even
after the expiry of the Term of this Agreement either Party shall not issue any statements resulting
in any harm to the image of the other Party.

11. FORCE MAJEURE

11.1 For the purposes of this Agreement, a force majeure event shall mean and include acts of God,
fires, floods, acts of terrorism, weather, or other catastrophes, epidemics or quarantine restrictions,
government notifications/advisory/circular/order restricting the movement of people, or other
cause(s) beyond the reasonable control of a Party, not reasonably foreseeable, not caused by acts or
omissions of the Party affected and that could not have been avoided through a work around plan
which prevent the Influencer from providing the Services , or the Company from receiving or using
Services (“Force Majeure Event”).

11.2 Neither Party shall be liable for any failure or delay in performance of any obligation under this
Agreement to the extent such failure or delay is due to a Force Majeure Event affecting either Party
directly. In such case, the affected Party’s obligation to perform hereunder shall stand suspended
during the period required to remove such Force Majeure Event. Such affected Party shall promptly
notify the other Party of the Force Majeure Event, the cause of such Force Majeure Event and the
delay it is expected to cause.

11.3 In the event that such Force Majeure Event continues for more than thirty (30) days, Influencer or
the Company shall have the option of terminating this Agreement with a fifteen (15) day prior
written notice to the other Parties. In case of such termination, the Influencer shall be entitled to the
Fees outstanding if any, proportionate to the Services validly rendered by the Influencer as per the
terms of this Agreement till the date of termination of this Agreement.

11.4 Any loss or liability suffered by either Party due to such occurrence of Force Majeure Event shall
not be considered a default/breach on the part of either Party under this Agreement.

12. CONFIDENTIALITY

12.1 Each Party (“Receiving Party”) agrees that it will not disclose to any third party or use any
Confidential Information of the other Party (“Disclosing Party”), except as expressly permitted in
this Agreement, and that the Receiving Party shall take all reasonable measures to maintain the
confidentiality of all such Confidential Information in its possession or control, which shall in no
event be less than the measures it uses to maintain the confidentiality of its own information of
similar importance. Notwithstanding the foregoing, the obligation of confidentiality shall not apply
to any disclosure (i) of information that is in or enters the public domain other than by reason of a
breach by the Receiving Party, (ii) of information that was in the possession of the person prior to
its disclosure to such person, or (iii) required by law, regulation, legal process, or order of any court
or governmental body having jurisdiction provided, however, the Party who is required to disclose
the information shall endeavor to inform the other Party, provided, further, that the information so
disclosed shall be limited to that legally required to be disclosed pursuant to such law, regulation,

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legal process, or order of any court or regulatory / government authority. The Parties should keep
the other Party informed if prior information is not possible.

12.2 For the purpose of this Agreement “Confidential Information” shall mean to include, third party
information, intellectual property rights, proprietary technique, material and any and all
information relating to the Parties, including without limitation, operations, accounts, financial
results and projections, costs and prices, details of suppliers, employees and consultants (past,
present or prospective), technologies, inventions, technical and business strategies, financial affairs,
marketing, pricing and other strategies, trade secrets, the terms of this Agreement as well as any
such information not generally known to third parties or received from others, whether such
information has been expressly designated as confidential or otherwise, to which the other
Party(ies) has or gains access to at any time during the Term of this Agreement or which is
available to such Party directly or indirectly, whether in writing, oral, graphic, visual or any other
tangible, intangible or electronic form.

12.3 The provisions of this Clause shall survive the expiration or termination of this Agreement.

13. INDEMNIFICATION

13.1 The Influencer and the Agent hereby jointly and severally indemnify and hold harmless the
Company, its group/ affiliate/ holding companies and their respective directors, employees, officers,
agents and representatives from and against any cost, loss, damages and claim of whatsoever
nature, raised by any person, firm or corporation, including, without limitation, legal fees
(including the fees of advocate), arising out of any breach of any warranty, representation,
obligation or undertaking made by the Influencer and/ or the Agent hereunder or gross negligence,
willful misconduct or fraud committed by the Influencer and/or Agent or the breach of any terms
and conditions of this Agreement.

13.2 No Party shall be liable to the other Parties for any indirect, loss of profits, business opportunities,
revenue and/or any special, consequential or pure economic loss, costs, damages, charges or
expenses.

14. DISPUTE RESOLUTION AND ARBITRATION

14.1 Any disputes or differences between the Parties hereto arising out of or relating to this Agreement
including any dispute as to the existence or validity of this Agreement, shall be resolved by
amicable arrangement and compromise, and only if the Parties fail to resolve the same by amicable
arrangement and compromise within a period of 30 (thirty) days of receipt of written notice of the
same by the other Party, either Party may then proceed for resolution through arbitration by a sole
arbitrator mutually appointed by the Parties, and failing such agreement, the arbitrator shall be
appointed in accordance with the Arbitration and Conciliation Act, 1996;

14.2 The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996, as
amended from time to time and/ or any such law relating to arbitration in force at the time of
reference of such dispute or difference to arbitration;

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14.3 The venue of arbitration shall be New Delhi. The proceedings of arbitration shall be conducted in
English language and the Arbitrator’s award shall be sustained in writing and shall be a reasoned
award. The arbitration award shall also decide on the cost of the arbitration proceedings.

15. MISCELLANEOUS

15.1 Assignment

The Parties shall neither transfer nor assign this Agreement or any of its rights or obligations
hereunder, whether in whole or in part, by delegation, subcontracting, operation of law, or
otherwise, for any reason whatsoever. Any such transfer or assignment by the Parties shall be null
and void.

15.2 Counterparts

The Parties may execute a maximum of four counterparts to this Agreement, one each for each
Party and all of them shall be considered an original instrument, but all of which taken together
shall constitute one and the same Agreement.

15.3 Entirety

This Agreement constitutes the entire understanding and agreement between the Parties regarding
the subject matter of this Agreement, and supersedes all prior or contemporaneous agreements, oral
or written, made between the Parties relating such subject matter.

15.4 Governing Law and Jurisdiction

This Agreement shall in all respects be governed by and interpreted for any and all purposes in
accordance with the laws of India. The courts in New Delhi, India only, shall have exclusive
jurisdiction of all disputes hereunder.

15.5 Invalidity or Illegality

In the event any provision of this Agreement is declared to be void, invalid or unlawful by any
court or tribunal of competent jurisdiction, such provision shall be deemed severed from the
remainder of this Agreement and the balance shall remain in full force and effect. The Parties shall
undertake to replace the invalid, ineffective, or unenforceable provisions with valid, effective, and
enforceable provisions, which, in their commercial effect, approximate as closely as possible the
intentions of the Parties as expressed in the invalid, ineffective, or unenforceable provisions.

15.6 Notices and Submissions

15.6.1 All notices given hereunder shall be in writing and shall be deemed to have been duly
given:

(i) If sent by personal delivery, upon delivery at the address of the relevant Party and
at the time that its receipt is signed for, whether or not the person signing for such
receipt has authority to do so;

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(ii) If sent by registered post, 7 (seven) clear business days after the date of posting or
at the time that its receipt is signed for, whether or not the person signing for such
receipt has authority to do so, whichever is later; and

(iii) If sent by facsimile, upon receipt at the facsimile nos. of the relevant Party and
receipt acknowledged at the following addresses and facsimile numbers or to such
other additional address or facsimile number as any Party shall hereafter specify by
notice to the other Party and the Parties’ receipt of such notice:

If to Influencer:
Address : B-401, NPK, Vaishali, Ghaziabad, UP - 201010
Email : [email protected]

15.6.2 Provided that either Party may change the above-mentioned address by a written notice to
the other Party. If the change in address is not notified to the other Party(ies), all
communication and letters sent to the address and facsimile numbers as mentioned above
shall be deemed to have been received at the time when these would ordinarily reach such
address.

15.7 No Election of Remedies

The election by any Party to terminate this Agreement in accordance with the terms shall not be
deemed as an election of remedies, and all remedies provided hereby or available at law or in
equity shall survive any such termination.

15.8 Relationship of Parties

The Influencer/Agent and the Company are and shall remain independent entities with respect to
each other, and nothing in this Agreement shall be construed to place the Parties in the relationship
of partners, joint ventures, fiduciaries or agents. Neither the Influencer or the Agent nor the
Company is granted any right or authority to assume or to create an obligation or responsibility,
whether express or implied, on behalf of or in the name of the others or other or bind the others or
other in any manner whatsoever.

15.9 Survival Provisions

Neither the expiration nor termination of this Agreement shall affect such of the provisions of this
Agreement that expressly provide that they shall operate after any such expiration or termination or
which of necessity must continue to have effect after such expiration or termination,
notwithstanding that the clauses themselves do not expressly provide for this.

15.10 Waiver and Modification

15.10.1 The failure by any Party at any point in time during the Term to demand strict performance
by the other of any of the terms, covenants or conditions set forth herein shall not be
construed as a continuing waiver or relinquishment thereof and either may at any time
demand strict and complete performance by the other Party of the said terms, covenants

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and conditions, failing which terminate this Agreement in accordance with provisions
under Clause 13 herein.

15.10.2 No modification or amendment of any provision of this Agreement shall be valid or

binding unless (i) executed and delivered by the Parties hereto in writing subsequent to the
date hereof, (ii) it specifically refers to this Agreement, and (iii) it specifically states that it
is intended to, and shall take precedence over, this Agreement.

[Schedules Follow]

[Remainder of the page is intentionally left blank]

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SCHEDULE I

Services to be Rendered by the Influencer

For the purposes of this Agreement, the Influencer has agreed to render the Services mentioned herein
below:

1. Create and broadcast through the Platform at least 75 hours per month of real-time live streamed
content/videos on Rooter Platform.

2. Influencer must upload videos on their YouTube channel promoting the Company.

3. Include the Company’s invite link and swipe ups in all Influencer’s profiles across all social media
platforms.

4. The Company’s invite link must be in the description and pinned in the comment section of every
video that the Influencer posts to promote the company.

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SCHEDULE II

Name of the Brands the Influencer does not intend to endorse/ promote on the Platform.

[Signature Pages Follow]

[Remainder of the page is intentionally left blank]

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IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this
Agreement on the day first above written.

Signed and delivered by and on behalf of

Rooter Sports Technologies Private Limited

______________________________________
Signature
Piyush Kumar
Name: ________________________________

Founder & CEO

Designation: __________________________

25/10/2021
Date: _________________________________

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● IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed
this Agreement on the day first above written.

Signed and delivered by Paridhi Gupta

______________________________________
Signature

Date: 23 October 2021

________________________________

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