1. Seeding Campaign - The Services

1.1 Services. 98Strong shall provide the product seeding, distribution, data and marketing services (the “Services”) as set out more specifically in one or more statements of work to be issued by 98Strong and accepted by the Company (each a “SOW”). In the event of any inconsistency between a SOW and this Agreement, the terms of this Agreement shall control; provided, in the event the SOW specifically indicates it is overruling this Agreement (“Modified Terms”), the Modified Terms shall only apply with respect to that particular SOW.

For purposes of this Agreement, “Seeding Campaign” means the physical distribution of the Company’s products (“Product”) by Student Athletes on and around designated college campuses, in the quantities, at the locations, and during the periods set forth in the applicable SOW. The Services do not include the creation, submission, approval, or publication of social media or other promotional content by Student Athletes unless a SOW expressly provides otherwise.

1.2 Substitution of Student Athletes / Force Majeure. The Parties acknowledge and agree that due to unforeseen circumstances or reasons beyond 98Strong’s reasonable control (“Force Majeure Event”), certain Student Athletes (as later defined) may not be able to perform services relating to the Seeding Campaign. In the event thereof, Company agrees that 98Strong can contract with another Student Athlete boasting similar demographics (i.e. school, sport, designated campus) (“Substitute Student Athletes”); provided, any and all Substitute Student Athletes shall be selected pursuant to 98Strong and Company sole discretion. 98Strong will provide written notice (email sufficient) to the Company promptly of such change. In the event of any delay of the performance of services relating to the Seeding Campaign resulting from a Force Majeure Event, 98Strong shall provide Company written notice thereof (email sufficient), and Company acknowledges that: (i) such delay shall not be considered a default or material breach of the terms contained in this Agreement, and (ii) 98Strong’s performance of services under any applicable SOW shall be suspended for the duration of the Force Majeure Event; provided, if such Force Majeure Event lasts for a period of more than ninety (90) consecutive days, either Party shall have the right to terminate this Agreement upon written notice (email sufficient) provided to the other Party. For the purpose of this Agreement, “Student Athletes” refers to those student athletes provided by 98Strong for the purpose of performing services relating to and/or in furtherance of the Seeding Campaign.

2. Payment & Payment Liability

2.1 Invoicing and Payment Schedule. In exchange for 98Strong’s performance of the Services, the Company agrees to pay 98Strong the full amount set forth in the applicable Statement of Work upon receipt of an invoice.

2.2 Late Payments. Subject to applicable law, overdue amounts will incur a non-negotiable late fee of 3%, applied immediately after the due date. An additional 3% late fee will be added every thirty (30) days thereafter, calculated on the total outstanding balance including previously accrued late fees. If this fee exceeds any legally permitted amount, it will be automatically reduced to the maximum allowable amount under applicable law.

If Company fails to pay any undisputed amount within thirty (30) days after receiving written notice of non-payment, 98Strong may, in addition to any other available remedies:

(1) suspend performance under any active SOW;

(2) reject or cancel any pending SOW; and/or

(3) terminate any active SOW.

98Strong will have no liability to Company for any such suspension, cancellation, or termination resulting from late or unpaid amounts.

2.3 Payment Liability. Company is solely liable for all payments due under each SOW, regardless of whether it has received reimbursement from any third party. Company shall also reimburse 98Strong for all reasonable costs of collection, including attorneys’ fees, court costs, and collection agency fees.

3. Student Athlete Engagement and Product Fulfillment

3.1 Student Athlete Contract. Once all Student Athletes have been selected by 98Strong for the applicable Seeding Campaign, 98Strong shall use best efforts to ensure all Student Athletes sign individual contracts with Company to complete the Seeding Campaign (“Student Athlete Contract”); provided, (i) the failure of any Student Athlete to sign a Student Athlete Contract shall not be deemed a default or material breach by 98Strong of the terms contained in this Agreement, and (ii) in the event of any such failure, 98Strong shall have the right to select a Substitute Student Athlete in accordance with Section 1.2 of this Agreement.

3.2 Product Fulfillment, Delivery and Storage. The Company shall be solely responsible for the procurement, packaging, and delivery of all Product to the storage facility designated for each campus in the applicable SOW (each, a “Storage Facility”), in the quantities and by the delivery dates set forth therein. Product delivered under this Agreement is provided for a single purpose: Product Seeding & Distribution — Product provided to Student Athletes for physical distribution within campus environments and their networks and communities as agreed upon in the applicable Statement of Work.

The quantity of Product allocated to each campus shall be outlined in the applicable Statement of Work. The Company assumes all costs, liability, and logistical responsibility associated with product fulfillment, including procurement, shipping, handling, Storage Facility rental and access fees, and any Product lost or damaged in transit. 98Strong shall not be responsible for delays in seeding or campaign timelines resulting from the Company’s failure to deliver Product to the applicable Storage Facility in a timely manner, and any resulting reduction in seeded volume shall not be deemed a breach by 98Strong, shall not entitle Company to any credit or refund, and shall not reduce amounts payable under the applicable SOW.

Company represents and warrants that Company’s Products and other information, instructions, and materials it provides to 98Strong and its Student Athletes under this Agreement (“Company Materials”): (a) are and will be in compliance with all applicable laws, and (b) do not violate the rights of any third parties, and 98Strong and its Student Athletes use of such in performance of its Services as contemplated hereunder do not and will not violate applicable laws or third party rights.

3.3 Seeding Documentation; Limited License. Where a SOW provides for proof-of-seeding documentation, 98Strong will deliver photo and/or video documentation solely as evidence that distribution occurred (“Seeding Documentation”). Subject to the terms of this Agreement and the applicable SOW, including full payment thereunder, 98Strong grants the Company a worldwide, royalty-free, non-exclusive license for a period of twenty-four (24) months from the date of delivery to use the Seeding Documentation for internal reporting, internal presentations, and retailer and trade communications. Any public-facing, paid, advertising, or consumer-directed use of Seeding Documentation, and any use of a Student Athlete’s name, image, or likeness beyond the foregoing, requires 98Strong’s prior written consent and may require additional Student Athlete compensation. Company may not modify or create derivative works of Seeding Documentation except by written consent of, and subject to any additional terms and conditions imposed by, 98Strong. Except for the license explicitly provided above and any other rights granted in the applicable SOW, as between the Parties, all other rights to the Services and intellectual property rights therein, including rights to any work products created, developed, discovered, conceived, provided, or introduced by the Student Athletes, remain solely with 98Strong.

3.4 Company acknowledges that 98Strong may reference the Seeding Campaign and use the Seeding Documentation in promotional campaigns by 98Strong and state that the Company has partnered with 98Strong for the Seeding Campaign.

3.5 The Parties may, upon mutual agreement, issue a press release upon execution of this Agreement and/or issue other public marketing and communications materials during the Term detailing the business arrangement hereunder.

4. Product Compliance, Risk of Loss, and Insurance

4.1 Product Warranties and Regulatory Compliance. Company represents and warrants that all Product supplied under this Agreement: (a) is safe and fit for human consumption and for its intended use; (b) is not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act; (c) complies with all applicable federal, state, and local laws and regulations, including those governing labeling, ingredient and nutritional disclosure, and allergen identification; (d) will have no less than seventy-five percent (75%) of its stated shelf life remaining as of the date of delivery to the applicable Storage Facility; and (e) has been manufactured, packaged, stored, and handled in accordance with applicable good manufacturing practices.

4.2 Product Recall and Safety Events. If Company initiates, is subject to, or becomes aware of any recall, market withdrawal, or health or safety issue affecting the Product, Company shall notify 98Strong immediately (email sufficient). Upon such notice, 98Strong shall instruct Student Athletes to cease distribution of the affected Product and shall reasonably cooperate with Company’s recall or withdrawal efforts at Company’s sole expense. Company bears all costs associated with any recall or withdrawal, including retrieval, transportation, disposal, consumer and institutional communications, and 98Strong’s reasonable out-of-pocket costs and personnel time. A recall or withdrawal shall not relieve Company of its payment obligations for Services performed prior to the date of notice.

4.3 Title and Risk of Loss. Title to and risk of loss of all Product remains with Company at all times, including while Product is in transit, held at a Storage Facility, or in the possession of a Student Athlete. 98Strong is not a bailee, warehouseman, or insurer of the Product and shall have no liability for Product that is lost, stolen, spoiled, damaged, expired, or otherwise rendered unusable, absent 98Strong’s gross negligence or willful misconduct.

4.4 Reconciliation, Variance, and Unused Product. 98Strong will report quantities distributed by campus in accordance with the applicable SOW. The Parties acknowledge that a variance of up to five percent (5%) of the total allocated volume is inherent in campus seeding and shall not constitute a breach or give rise to any credit, offset, refund, or claim. Any Product remaining at a Storage Facility upon completion of the Seeding Campaign shall be retrieved by Company at its sole cost and expense within fifteen (15) days following written notice from 98Strong (email sufficient). If Company fails to retrieve such Product within that period, 98Strong may, at its discretion, donate, dispose of, or continue seeding such Product at Company’s expense, and Company waives any claim arising therefrom.

4.5 Campus Access and Institutional Policy. Company acknowledges that seeding activity is subject to the policies of each institution and its athletic department, NCAA rules, and applicable state NIL law, and that access to any given campus, venue, or on-campus location may be restricted, conditioned, or denied. In such event, 98Strong may substitute an alternative campus or location of comparable profile upon written notice to Company (email sufficient); such substitution shall not be deemed a default or breach by 98Strong and shall not reduce amounts payable under the applicable SOW.

4.6 No Guarantee of Results. Company acknowledges and agrees that 98Strong makes no representation, warranty, or guarantee as to any particular outcome of the Seeding Campaign, including without limitation sales, retail velocity, product trial, repeat purchase, impressions, engagement, or return on investment. Compensation under each SOW is payable for 98Strong’s performance of the Services and not for the achievement of any result, and no failure to achieve any projected, modeled, or anticipated outcome shall constitute a breach by 98Strong or reduce amounts payable.

5. Miscellaneous Provisions

5.1 Code of Conduct by Student Athletes. The Student Athletes, in fulfilling the obligations of the Seeding Campaign, will act in accordance with the Code of Conduct, Review and Disclosure Guides mandated by 98Strong. Further, 98Strong shall act at all times in compliance with all applicable law, including but not limited to FTC regulations related to endorsements, testimonials, and disclosure of material connections, and shall not breach the rights of any third parties.

98Strong warrants that each Student Athlete, as a condition of participating in the Seeding Campaign, has agreed that during the Term, in performing the Services under this Agreement, to (a) act at all times in compliance with all applicable laws, including but not limited to FTC regulations relating to endorsements, testimonials, and disclosure of material connections, (b) not breach the rights of any third parties, and (c) not knowingly disparage the Company, its employees and officers, or the Company’s Products.

5.2 Independent Contractor. Company acknowledges that 98Strong’s relationship with the Company is that of an independent contractor, and nothing contained in this Agreement shall be construed as establishing an employer/employee relationship between 98Strong and/or the Student Athlete and the Company.

5.3 Force Majeure. 98Strong shall not be responsible for any claims or damages resulting from any delays in performance or for non-performance due to a Force Majeure Event, including but not limited to changes in applicable NIL laws or policies, changes in compliance at the Student Athlete’s school, and restrictions on campus access or on-campus distribution.

5.4 Limitation of Liability; Indemnification. Except in the event of gross negligence or intentional misconduct by a Party or for a Party’s indemnification obligations herein, such Party will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether such Party has been advised of the possibility of any such damage. Except in the event of gross negligence or intentional misconduct, or for a Party’s indemnification obligations herein, in no other events will the Party’s liability exceed the total costs paid or payable by Company for the services giving rise to the claim or cause of action.

Company hereby agrees to indemnify, defend, and hold harmless 98Strong, and 98Strong’s employees, agents, representatives, principals, contractors, and affiliates, from and against any and all third-party claims, actions, liabilities, damages, out of pocket costs and expenses (including, without limitation, reasonably incurred attorney’s fees and costs) (each, a “Claim”), to the extent such Claim(s) arise out of or relates to: (i) negligence or willful misconduct by Company; (ii) any breach or alleged breach of Company’s representations, warranties, duties, obligations, or covenants contained within this Agreement or a SOW; (iii) any alleged or actual unauthorized use, misappropriation, or direct or indirect infringement of any third party’s patent, copyright, trademark, trade secret, privacy, or other proprietary right relating to materials provided by Company to 98Strong and/or Student Athletes; (iv) Company Materials; (v) the Product itself, including any claim of personal injury, illness, allergic or adverse reaction, death, or property damage arising out of the manufacture, formulation, packaging, labeling, condition, distribution, consumption, or use of the Product; and (vi) any recall or market withdrawal of the Product. The provisions of this Article shall survive termination or expiration of the Agreement.

Company’s indemnification obligations under this Section and Company’s payment obligations under Section 2 are not subject to the limitation of liability set forth in the first paragraph of this Section.

5.5 Confidentiality. Each Party shall hold in confidence and not disclose to any third party the other Party’s non-public business information disclosed in connection with this Agreement, including without limitation pricing, Student Athlete rosters and contact information, Student Athlete compensation, campaign performance data, and the terms of this Agreement and each SOW. The foregoing does not apply to information that is or becomes publicly available through no fault of the receiving Party, was rightfully known to the receiving Party without restriction prior to disclosure, is independently developed without use of the disclosing Party’s confidential information, or is required to be disclosed by law or court order, provided the receiving Party gives prompt notice where legally permitted. Company acknowledges that 98Strong’s Student Athlete roster, contact data, community database, and campaign methodologies constitute confidential information and trade secrets of 98Strong. This Section shall survive for three (3) years following termination or expiration of this Agreement.

5.6 Assignment. Neither Party may assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the other Party. Any purported assignment of rights or delegation of performance in violation of this section is void.

5.7 Amendments. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.

5.8 Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, not including its conflicts of law provisions.

5.9 Attorneys’ Fees. In the event of any legal action or proceeding involving the Parties to enforce any provision of this Agreement, to enforce any remedy available upon default under this Agreement, or seeking a declaration of the rights of either Party under this Agreement, the prevailing Party shall be entitled to recover from the other such attorneys’ fees and costs as may be reasonably incurred, including the costs of reasonable investigation, preparation and professional or expert consultation incurred by reason of such litigation.

5.10 Disputes. Any dispute arising from this Agreement shall be resolved through final and binding arbitration under the Commercial Rules of Arbitration of the American Arbitration Association before a single arbitrator in Mercer County, New Jersey. Judgment upon any award may be entered in any court of competent jurisdiction. The decision of the arbitrator shall be binding and conclusive upon the Parties.

5.11 Entire Agreement. This Agreement contains the entire understanding between the Parties and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to such subject matter.

5.12 Notices. Any notice or other communication given or made to any Party under this Agreement shall be by email noted in the “Contacts” Section above.

5.13 Waiver. No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.

5.14 Termination. In addition to the termination rights otherwise set forth in this Agreement, either Party may terminate this Agreement or a specific SOW to this MSA immediately in the event of the other Party’s failure to comply with any term, duties, or obligations required under this Agreement (a “breach”), which breach remains uncured for a period of thirty (30) days after notice of such breach is delivered by the non-breaching Party setting forth in specific detail the facts and circumstances related to such breach. Company acknowledges that in the event this Agreement or a specific SOW is terminated as a result of Company’s breach, 98Strong shall remain entitled to full payment of the total costs set forth in the applicable SOW(s).

5.15 Survival. Sections 2 (Payment & Payment Liability), 3.3 (Seeding Documentation; Limited License), 4.1 through 4.4 (Product Compliance, Recall, Risk of Loss, and Unused Product), 4.6 (Insurance), 4.8 (Cancellation and Postponement), 5.4 (Limitation of Liability; Indemnification), 5.5 (Confidentiality), 5.6 (Non-Solicitation), and 5.9 through 5.12 shall survive the termination or expiration of this Agreement.

5.16 Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document. Each Party acknowledges they have participated in the drafting and negotiation of this Agreement and have been afforded the opportunity to have legal counsel review this Agreement. As a result, there shall be no presumption against either Party on the ground that such Party was solely responsible for preparing this Agreement.

98 Strong Inc.

99 Snowden Lane

Princeton, NJ 08540

Email: web@98Strong.com