Cooperation Agreement

Concluded on 21.12.2021 in Warsaw (the "Agreement"), between:

FRENZY sp. z o.o. with registered office in Warsaw, ul. Domaniewska 47/10, 02-672 Warsaw,
entered into the Register of Entrepreneurs of the National Court Register maintained by the
District Court for the capital city of Warsaw in Warsaw, 13th Commercial Division of the
National Court Register under KRS number: 0000540903, share capital: PLN 50,000.00, NIP:
5213687816, REGON: 360717489, represented by:

Rafała Gulatowskiego – CEO

in accordance with the printout from the Central Information of the National Court Register
corresponding to the current copy from the Register of Entrepreneurs, constituting Appendix
No. 1 to the Agreement,

hereinafter referred to as "Frenzy",

and
GoSkilla Sagl with registered office in Sorengo, Via Cassine 10b, 6924 Sorengo,
Switzerland, Registered under KRS number: CHE-359.177.559, represented by:

………………………………………………

hereinafter referred to as the "Club",

together hereinafter referred to as the "Parties" and each of them individually as the "Party".

[LEGAL DEFINITION]

Admitted Team(s) - the teams that have entered into Team Participation Agreements with the
Frenzy and been admitted by contract to play in the League,

Biographical Materials - (a) the name, tag, nickname, aliases, likeness, image (including
graphic, photographic or digital depictions), animation, persona, autograph/signature, voice,
voice line or any other personal indicia, identifying characteristics or information with respect
to a Team Member or other member of the Team Personnel, including any avatars and emojis
used by such person; (b) the biographical information, life story and backstory of such person;
(c) any other features or characteristics identified with such person; and (d) any and all

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goodwill, and statutory or common law rights of privacy or publicity related to any of the
foregoing,
Covered Event - any: (a) League Game (including any related pre-game and post-game
activities); (b) Promotional Activity; (c) League-Related Programming; and (d) any other
League-sanctioned or League-related event which is organised by or for the Frenzy and
identified in the League schedule,

Electronic sports/esport – a multi-player rivalry of computer games at the professional level

through computer games / computer hardware / consoles / console equipment in an organized
way - team or individual,

Exploit - (and with its conjugated forms, “Exploits,” “Exploited,” “Exploiting,” and
“Exploitation”) (a) to make, use, sell, offer for sale, import, export, commercialise, publish,
distribute, display, promote, market, license or otherwise dispose of; and (b) to contract or
partner with, or designate as agents, one or more persons to do any of the foregoing. For clarity,
(i) when used with respect to works of authorship or copyrights, the term “Exploit” (and with
its conjugated forms) includes the right to modify, enhance and create derivative works, and (ii)
when used with respect to a Trademark, the term “Exploit” (and with its conjugated forms) does
not include the right to (A) create or register derivatives, variants or combinations of any such
Trademark, or (B) sell or otherwise dispose of the Trademark itself separate and apart from any
goods or services that use or display such Trademark,

League - the European Regional League (ERL) named in the recitals of this Agreement,

League Games - (a) “friendly matches” demonstrations and exhibition games, including any
such games or matches that are scheduled prior to the commencement of the respective split(s);
(b) pre-season, regular season and post-season games; (c) other LoL Tournaments in which an
Team participates (subject to qualification by the Team or invitation by the Frenzy or Riot
Parties, as well as submission of related entry documentation by the Team, as may be required
by the Frenzy or Riot Parties); and (d) any other games, tournaments or matches that involve
the play of the LoL Game by one or more Teams, in each case (sections (a) through (d)
inclusive) which are organised by or for the Frenzy and identified in the League schedule,

League Related Programming - the meaning set forth in paragraph 9,

LOL Game - online video game League of Legends,

Merchandise - (a) hats, shirts, jackets, hoodies, footwear and other apparel; (b) computer or
gaming hardware, including monitors, keyboards, mice, headsets and other peripherals; (c)
novelties, souvenirs, figurines, toys, collectibles and the like; (d) any and all other tangible
goods or products; and (e) packaging for any of the foregoing,

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Official Rulebook, Rules – official regulations of the LOL Game of January 22, 2019, which
constitutes Appendix No. 3 to this Agreement, as well as all subsequent and current versions
of the Rules of the Game,

OFFLINE Tournament – competitions in the LOL Game, team or individual played by

players via LAN or the Internet in the same place and time,

ONLINE Tournament – competitions in the LOL Game, team or individual, played by players
only via the Internet at the same time, but in different places,

Organisation Game-Neutral Sponsorship Agreement - any Sponsorship Agreement that

makes Organisation Game-Neutral Use of an Organisation Mark,

Organisational Game-Neutral Use - the use, display or other Exploitation of an Organisation

Mark in a way that is not specific to any: (a) esports team (including the Team); (b) any video
game (including the LoL Game); or (c) any esports league, tournament, player or manager. For
purposes of illustrating the foregoing only, a jersey that displays an Organisation Mark but does
not include any reference to a video game or esports league qualifies as Organisational Game-
Neutral Use,

Organisation Game-Specific Sponsorship Agreement - any Sponsorship Agreement that

makes Organisation Game-Specific Use of an Organisation Mark,

Organisational Game-Specific Use - the use, display or other Exploitation of an Organisation

Mark in combination with any name or Trademark of any other esports team (other than the
Team) or any Other Video Game or in any way that associates such Organisation Mark with
any other esports team or league, Other Video Game, or the players or managers of an esports
team. For purposes of illustrating the foregoing only, a jersey that displays an Organisation
Mark and that has the name of a star player on a CS:GO team printed on the back qualifies as
Organisational Game-Specific Use,

Organisation Marks - (a) the Team’s name, logo, tag, nickname, uniform design, color
scheme, voice lines, mascot, fight song and any other Trademark used to brand the Team or the
Club from time to time, and any abbreviation or contraction thereof; (b) all Intellectual Property
Rights to all of the foregoing. For the avoidance of doubt, the “Organisation Marks” do not
include any Trademark that is used by the Club solely in connection with another esports team
other than the Team or a video game other than LoL Game,

Organization/Team – a group of Team Members, gathered under a common name, whose

main goal is to organize and manage organizations / teams dealing with multiplayer competition
in computer games, operated by the Club named in the recitals of this Agreement,

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Player – participant taking part in any Ultraliga phase, who is over 18 years old or has the
consent of a legal guardian to travel to the offline play place,

Promotional Activities - the marketing, advertising, sponsorship, and promotional activities

related to the Frenzy, the League, or the League Games, including: (a) the opening and closing
ceremony for the League, all presentations and prize-award ceremonies; and (b) any marketing,
advertising, sponsorship, and promotional activities and local hospitality events; (c) signing
autographs; (d) giving interviews to members of the media or to the Frenzy’s designated
personnel or media (as set forth in the Rules); (e) posing for photo shoots (either alone or with
others); and (f) participating in online webcasts and chats,

Riot Parties - Riot Games Limited (“Riot”) and its affiliates and each of their respective
employees, officers, directors, agents, officials, equity holders, investors, sponsors, assigns and
successors-in-interest. For purposes of this Agreement, the Frenzy is not a Riot Party,

Section/Division of the Organization/Team – a group of people playing the same game and
performing for the same organization / team; also people playing on personal computers and
game consoles,

TAG – a few-letter, abbreviated name of the Team,

Team Managers - (a) General Manager (meaning the general manager registered with the
Frenzy), Head Coaches (meaning the head coach registered with the Frenzy), and owners as
registered with the Frenzy from time to time in accordance with this Agreement and the Rules;
and (b) all other managers, coaches, trainers, employees, and contractors with supervisory or
managerial responsibility for the Team and the Team Members,

Team Members - Players listed on the official roster of the Team as registered with the Frenzy
from time to time in accordance with this Agreement and the Rules,

Team Merchandise - any Merchandise that makes Team-Specific Use of an Organisation

Mark,

Team Personnel - (a) the Team Members; (b) the Team Managers; and (c) such other coaches,
trainers, managers, employees, contractors and other personnel as the Club may retain from
time to time to perform its obligations under this Agreement and the Rules,

Team-Specific Use - (a) the use, display or other Exploitation of an Organisation Mark in
combination with any Tournament Organiser Mark, Tournament Organiser Materials, Riot
Materials or in any way that associates such Organisation Mark with the LoL Game, the
Tournament Organiser, the Team, any Team Personnel or the Biographical Materials of Team
Personnel; or (b) the use, display or other Exploitation of the Trademark of a third party in any
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way that associates such third party Trademark with the Team, any Team Personnel or the
Biographical Materials of Team Personnel. For purposes of illustrating the foregoing in section
(a) only, a jersey that displays an Organisation Mark and that has the name of the Team’s star
player printed on the back qualifies as Team-Specific Use. For purposes of illustrating the
foregoing in section (b) only, a jersey that displays a Pepsi Trademark that is worn by the
Team’s star player qualifies as Team-Specific Use.

Team Sponsorship Agreement - any an agreement or arrangement, whether written or oral,

with any person (other than the Frenzy) pursuant to which the name, logo, or other Trademark
of such person or any other agreed-upon identifying information will be used or displayed on
or in connection with marketing, advertising or promotional in any medium that makes Team-
specific Use of an Organisation Mark. The Team Sponsorship Agreements include all pre-
approved transactions that satisfy the Minimum Requirements in paragraph 6 point 6, and all
Approvable Sponsorship Transactions that have been approved by the Frenzy as provided in
paragraph 6 point 5,

Tournament Organiser Marks - (a) the League’s name, the League logo, tag, nickname,
colour scheme, voice or sound lines, mascot, fight song, anthem and any other Trademark used
by the Tournament Organiser from time to time, and any abbreviation or contraction thereof;
(b) all Intellectual Property Rights to all of the foregoing.

[PREAMBLE]
Whereas:

(A) Frenzy organizes the League Games on the Polsat Games television channel ("TV
channel");
(B) The Club brings together as part of the organization of computer players in the esport
competition;
(C) The Club declares that it is not bound by any contract or any other obligation impeding
or preventing the conclusion and proper performance of this Agreement;
(D) The Parties declare that they are fully aware that the conclusion and implementation of
this Agreement is dictated by mutual trust, which results in the obligation to make every
effort to properly implement the benefits indicated in the Agreement; The Parties
declare that their intention is that the ratio specified in this Agreement for a fixed period
of time is a permanent relationship which cannot be terminated earlier, except as
provided in the Agreement;
(E) The Parties agree that the implementation of this Agreement takes into account the
individuality of esports, mutual loyalty, respect for fair play rules and generally accepted
rules in the gaming environment and esport, in particular the Rules.

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The Parties have decided to conclude this Agreement with the following text:

§1
[SUBJECT OF THE CONTRACT]
1. On the basis of the Frenzy Agreement, he commissions the Club and the Club undertakes to
provide Frenzy with services ("Services") in the field of Electronic Sports consisting in the
participation of the Club and consistent cooperation in the Offline and ONLINE tournaments
organized by Frenzy (referred to as "Tournaments").
2. The Club's obligation referred to in paragraph 1 above shall consist in particular in the
occurrence of Players affiliated as part of the Club in the form of a Team in matches played
as part of the Tournaments, in accordance with the provisions of the Rules of particular
competitions. Detailed specified in Appendix No. 3 to the Agreement.
3. Services will be provided on the terms set out in the Agreement and on the basis of each time
agreed between the Parties.
4. Services will be provided at locations determined by Frenzy, where the Services may need
to be provided.
5. The Club undertakes to perform the subject of the Agreement in accordance with the
provisions of the Agreement, as well as on the terms set out in the current version of the
Rules and Appendix A – Ultraliga Penalty Index constituting Appendix
No. 4 to the Agreement.
6. The Club declares that it has read the Rules and the Index of the Ultra League and fully
accepts their content.
7. The Club declares that there is a legal relationship between the Club and the Players
associated as part of the Club, based on which the Players are entitled and obliged to appear
in the sport competitions as a Club representative, and the Club is entitled to impose and
enforce the behavior from the Player, in the manner designated in section 7 of the Official
Rulebook.
8. The Club undertakes to familiarize itself and Players affiliated to the Club with the content
of the Official Rulebook.
9. The Club's services will be settled on the basis of a VAT invoice issued by the Club at the
end of the month in which the services were implemented, the payment deadline for the
services provided by the Club is 21 days, and the Club agrees to set off the receivables due
to Frenzy with liabilities resulting from Frenzy services without making additional
statements.

§2
[BASIC COMMITMENTS OF THE CLUB]
1. The Club undertakes to:
a) to provide the utmost care when providing the Services, resulting from the experience
and professional nature of the activities carried out by them,
b) obtaining separate consent from Frenzy, to perform any actions that may result in any
obligations on Frenzy,
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 c) provision of Services covered by the Agreement in accordance with applicable law.
2. The Club undertakes to provide Frenzy with all information, documents, materials and
other data necessary to provide Services by the Club in accordance with the Agreement.
3. The Club, providing the Services, undertakes to cooperate closely with representatives
of Frenzy, in particular undertakes to:
a) remain in constant contact to ensure immediate action that will be necessary to
implement the provisions and objectives of the Agreement;
b) immediate share of all information enabling effective cooperation between the
Parties.
4. The Club has no right to entrust the performance of the Agreement to a third party, with
the exception of appropriate actions provided by the Players within the Club.
5. The club undertakes to take care of the image which is in line with the professional and
sporting nature of its activities, in particular in contacts with mass media regarding
tournaments within the framework of the Tournaments and cooperation with Frenzy.
6. The Club agrees that Frenzy may use its logo and name in activities promoting
tournaments performed as part of the Tournaments, including placing them on posters,
banners, billboards, brochures and other materials and outdoor activities, press, radio,
television, POS, as well as on the Internet, and dissemination in the fields listed in § 3
section 2 Agreement.
7. The Club shall notify Frenzy as soon as practicable of: (a) any suspected or actual breach
of this Agreement, the Rules and/or applicable law by the Club or any Team Personnel
(or any person acting by or on behalf of any of them) that has, or could reasonably be
expected to have, a material and adverse effect on the League, Frenzy, or Riot Parties.
8. The Club hereby agrees at all times during the term of this Agreement: (a) to abide by
and be bound by the: (i) the European Regional League Rules; (ii) League Policies; (iii)
League of Legends Summoner’s Code; (iv) Riot Games Terms of Service; and (v)
applicable Tournament Rules (the foregoing items (i) through (v), as amended from time
to time, the “Rules”); (b) to avoid any conduct or arrangements whether by act or
omission that is inconsistent with applicable law, this Agreement, the Rules or the
standards of good conduct, fair play and good sportsmanship; and (c) to cause each of
the Team Personnel to do each of the foregoing in subsections (a) and (b) above.

§3
[RIGHT OF PERSONAL PORTRAYAL & COPYRIGHT]
1. The Club declares that it has the consent of the Players associated in the Club for the
fixation and distribution by Frenzy of their images (in all forms, i.e. image, voice,
utterance, name, pseudonym and other forms of image existing or created during the term
of the Agreement) , in whole or in part, without territorial limitations, for a period of 24
months (image rights), with the right to transfer the acquired consent or to grant further
consents (sub-license) to any entity, to the extent specified in paragraph 2 of this
paragraph. As part of the granted consent, the Club transfers to Frenzy the rights to use
the image of all players, in particular in the following forms and ways:
a) promotion of games and distribution of their broadcasts, promotion of
programs produced by Frenzy and channels on which games will be
broadcast;
b) promotion of channels and services of entities belonging to the Polsat group;

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 c) promotion of Electronic Sports and other promotional and marketing
activities indicated by Frenzy.
2. The consent referred to in section 1 of this paragraph, includes the consolidation and
dissemination of the players' image within or outside of the Competitions, in whole or
in fragments (framing) in a manner freely determined by Frenzy, in particular by:
a) in terms of recording and reproduction - making audiovisual records / fixations
and reproductions in an unlimited number of copies and editions, by all
techniques, including photosensitive, digital, IT, magnetic, printing, in any system
and format, on any media;
b) in the scope of trade of the original fixation and copies of the record on which the
image of players or games has been recorded, photographic works, their parts or
completed studies, including abbreviations Gameplay - marketing, lending and
rental of records of fixations/carriers, regardless of form and the technique of their
consolidation and multiplication, on all media, in an unlimited number of copies
and editions;
c) in the scope of other dissemination of the image of Players or Games, their parts
or made studies, including photo works and abbreviations.
i. public display;
ii. public recreation (including hotels, fan zones, pubs, bars, clubs, cafes,
restaurants, houses/cultural centers, etc.);
d) multiple TV broadcasts (including live or live-to-tape broadcasts as part of or
beyond the broadcast, simulcasting, webcasting, streaming) and reemit by another
television or radio organization, by means of a wired or wireless vision or sound,
electronically analogue, digital, also in stereo, through land stations and via
satellite all over the world, using digital platforms, for all types of television
reception (TV on demand, pay-per-view, catch-up TV), in closed networks,
including allowing on an exclusive basis for broadcasting the Game by other TV
broadcasters, rebroadcasting (sub-licenses), including in particular distribution via
such channels as: Polsat Games, Polsat, Polsat HD, Polsat Sport, Polsat Sport HD,
Polsat Sport Extra, Polsat Sport Extra HD, Polsat Sport International, Polsat 2
International, Polsat Play, Polsat Sport News, TV4, TV6 and other thematic
channels Polsat offered by Cyfrowy Polsat SA, as well as other TV organizations
controlled directly or indirectly by Polsat or its shareholders or located in the
Polsat capital group, including distribution in cable networks, in an uncoded and
coded way, in closed and open circuit, in any technique (including analogue or
digital), system or format, with or without recording, including text, multimedia,
Internet, telephone or telecommunications, mobile television and mobile
telephony;
e) any public access to the image of Players or Games in such a way that everyone
can have access to them in a place and time chosen by themselves, via the Internet,
in social media (including Facebook), on YouTube, Twitch, etc. by means of
mobile telephony (mobile rights), mobile television, satellite, cable networks,
telecommunications networks, multimedia networks, databases, servers or other
devices and systems, including third parties, in an open or closed circuit, in any
technique, system or format, with or without recording;
f) the right to authorize, on an exclusive basis, the exercise of proprietary copyrights
and related rights to dependent works, using photographic works with images of
Players and fragments of Competitions, including broadcasts, in the above-

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 mentioned fields of exploitation; in order to promote Matches, Electronic Sports,
broadcasts, programs, broadcasts, Frenzy, Polsat channels and Cyfrowy Polsat
platform;
g) the right to charge for free and gratuitous broadcast of the Game signal, including
broadcasts including the right to sub-license such distribution by other entities, in
public networks and in closed networks (such as pubs, restaurants, cafes, bars,
clubs) , cinemas, fan zones, houses / culture centers, multiplex, hotels, ships,
planes, hospitals, pensions, prisons, etc.);
3. The provisions of section 1 and 2 above also apply to persons referred to in section 3.1.1.
Official Rulebook.
4. The Club declares that if in the course of providing the Services, as a result of the
manifestation of the creative activity of the Player or Players associated in the Club, a
work was created within the meaning of section. 1 of the Act of 4 February 1994 on
Copyright and Related Rights (hereinafter: "Work"), the Club is an entity authorized
to dispose proprietary copyrights both to the Work and to the broadcast in which the
Work was used in the form of a creative contribution ( in whole, as well as in fragments),
covering the exclusive right to use the Work/broadcast and the disposal of the Work /
broadcast, including the use and disposal of the Work as part of the program, and
spontaneously outside it, in whole or in part, without territorial restrictions, for the entire
duration of these rights, with the right of free licensing and transfer of acquired rights,
on the fields of exploitation mentioned in section 2 above.
5. In the situation referred to in section 4 above, upon the establishment of the Work, the
Club transfers to Frenzy the full copyrights of any Work in the fields of exploitation
mentioned in section 2 above.
6. Under the remuneration specified in § 4 of the Agreement, the Player transfers to
Frenzy, and Frenzy acquires dependent rights from the Player of the Work referred to
in section 3/broadcast in which the Work has been used, i.e. the right to disseminate,
dispose of and use Songs / broadcasts and the exclusive right to authorize the exercise
of copyright, in whole or in part, without territorial restrictions, throughout the entire
duration of the rights for studies and their operation in the fields of exploitation referred
to in section 1 of this section. The rights referred to in the preceding sentence include,
in particular, the following studies:
a) translation, revision, abbreviation, adaptation;
b) use in whole or in part, inter alia, for the purposes of advertising or promotion of
products or services, including in other programs or works, such as in movies,
trailers, trailers, announcements, jingles, on banners, on posters, in particular in
information, promotional, advertising, review and chronicle purposes;
c) interrupting with advertising, sponsorship or promotional blocks, in accordance
with generally applicable laws;
d) synchronizing with sound, other songs or performances;
e) the right to merchandising, including, inter alia, commercial use of the Work and
other characteristic elements and motives of the Work / broadcast, for the purposes
of production of everyday objects, clothing, gadgets and other things.
7. The Club ensures and warrants that the Players will not exercise their personal rights or
rights to personal rights to the Work/broadcast, including the rights to: the inviolability
of the content and form of the Work and its fair use, deciding on the first access to the
work and supervision of the method use of the Work. To exercise the personal rights of
the Players referred to in the preceding sentence, the Club authorizes Frenzy and any

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 other entity to whom Frenzy will grant a license to the rights referred to in this
paragraph, or for transferring these rights.
8. The Club undertakes to release Frenzy from all claims of the Player in relation to Frenzy,
in particular claims for the use by Frenzy or third parties of the images of Players
associated within the Club in the scope described in paragraph. 1 and 2 of this paragraph,
as well as claims for the use by Frenzy or third parties of proprietary copyrights,
dependent rights or exercising personal moral rights to the Works.

§4
[LICENSE TO TEAM MARKS]
The Club hereby grants to Frenzy and Riot Parties, a worldwide, non-exclusive, royalty-
free, fully paid up, irrevocable and perpetual license (with the right to grant sublicenses) to
use, display and otherwise exploit the Team’s name (including minor modification for
purposes of effecting a unified broadcast) and any trade name, trademark, trade device,
service mark, logo or symbol used by the Team (collectively, the “Team Logos”) in
connection with (a) any League Game, exhibition or Promotional Activity; (b) webcasts,
streams, telecasts, broadcasts and other distribution of any League Game, exhibition or
Promotional Activity; (c) the websites of the League, Riot Parties, including social media
(e.g., Facebook, Twitter and YouTube) postings and editorial content; or (d) any other
activities related to the LoL Game, League, Promotional Activities and/or any other
activities conducted under or otherwise in connection with this Agreement, in each case
(items (a) through (d)), in any manner and in any media. Frenzy will use its commercially
reasonable efforts to provide advance notice to, and consult in good faith with, the Club,
when reasonably practicable, if the League is considering any sublicense of the Team
Logos which conflicts with the Club’s sponsorship arrangements, to the extent known by
Frenzy; provided, however, that the League shall retain full discretion to make any such
sublicense notwithstanding any objections of the Club.

§5
[BIOGRAPHICAL MATERIALS]
The Club shall on an ongoing basis obtain a non-exclusive license (with the ability to grant
sublicenses) to use, display, publish, distribute and otherwise Exploit the Biographical
Materials of each of its current and future Team Members and Team Personnel. The Club
hereby grants to Frenzy and Riot Parties a worldwide, non-exclusive, royalty-free, fully
paid up, perpetual and irrevocable license (with the right to grant further licenses) to use,
display, publish, distribute and otherwise Exploit the Biographical Materials of each such
Team Member and Team Personnel for the same purposes and on the same terms as
detailed in paragraph 4, mutatis mutandis. Any Team Member agreement in effect on the
Effective Date that is sufficiently broad to pass through to Frenzy the rights and licenses
granted in the preceding sentence shall not require amendment or restatement. If Frenzy
proposes additional use cases for the Biographical Materials then the Club shall not (and
shall ensure that the Team Members and Team Managers do not) unreasonably withhold
its approval of such proposed uses, and upon such approval such use cases will be included
in the license granted in this paragraph and be fully licensed hereunder without the
amendment of this Agreement.

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 §6
[FRENZY’S RIGHTS OF EXPLOITATION]
As between the Parties, the Frenzy (together with Riot Parties, as may be applicable) shall own,
and have the exclusive right to Exploit, all of the rights and opportunities of any kind, financial
or otherwise, that are derived from or arise out of or in connection with: (i) the Tournament
Organiser Marks; (ii) the League and its operation; (iii) the League Games; (iv) Promotional
Activities; and (v) the League-Related Programming, in each case, other than those rights and
opportunities that are expressly granted to the Club in § 7 (the foregoing, collectively, the
“Tournament Organiser Entity Rights”).

§7
[CLUB’S RIGHTS OF EXPLOITATION]
As between the Parties, the Club shall own, and have the right to Exploit the following (subject
in each case to applicable provisions in this Agreement and the Rules: (a) Team merchandise;
(b) Team Sponsorship Agreements; (c) the right to stream Team Members play of the LoL
Game on an independent streaming platform (e.g. Twitch or YouTube) as regulated in the
Rules; (d) websites, social media offerings and mobile applications for the Club; (e) Team-
branded physical retail stores and outlets (including pop-up stores) for the Team (but not, for
the avoidance of doubt, for the League or other Admitted Teams); and (f) the right to receive
any proceeds arising from any of the foregoing items (a) though (e).

§8
[SPONSORSHIPS]
1. All marketing, advertising, promotion or sponsorship opportunities for the Club will be
classified as follows:
a. categories that have been pre-authorised and permitted in writing by the Frenzy
(“Permitted Categories”);
b. categories that the Frenzy considers potentially harmful to the business reputation of the
League or the LoL Game, the initial list of which is detailed in the Rules (“Prohibited
Categories”);
c. categories that are subject to increased regulation and can be exploited with certain
ongoing conditions (“Conditional Categories”); and
d. all other sponsorship categories not otherwise contemplated in the foregoing items a
through c (“Unclassified Categories”).
2. The Club shall have the right to enter into any Organisation Game-Neutral Sponsorship
Agreement and any Organisation Game-Specific Sponsorship Agreement at any time,
without seeking Frenzy approval and without providing notice to the Frenzy. For clarity,
an Organisation Game-Neutral Sponsorship Agreement and an Organisation Game-
Specific Sponsorship Agreement may not make use of or display the Biographical
Materials of any Team Member or make any reference to the Team or the Team’s
participation in the League.
3. The Club may enter into a new or renew an existing Team Sponsorship Agreement that
covers a Permitted Category without the written approval of the Frenzy unless otherwise
specified in this Agreement or the Rules. The Club will provide written notice of each such
Team Sponsorship Agreement to the Frenzy within ten (10) business days of its execution.
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 Any such notice provided by the Club shall identify the counterparty to the Team
Sponsorship Agreement and the products or services being marketed, advertised, promoted
or sponsored.
4. The Club may not enter into a new or renew an existing Team Sponsorship Agreement in
relation to any product or service category that is in the Prohibited Categories at any time
without the prior written consent of the Frenzy and Riot in each instance. Club may not use
Team Members or Team Personnel in any Organisation Game-Neutral Sponsorship of a
Prohibited Category.
5. The Club may enter into a new or renew an existing Team Sponsorship Agreement that
covers Unclassified Categories or Conditional Categories only with the prior written
approval of the Frenzy and, with respect to Conditional Categories, only with the prior
written approval of the Frenzy and Riot (“Approvable Sponsorship Transactions”). In
order to seek approval from the Frenzy for an Approvable Sponsorship Transaction or a
waiver of one of the Minimum Requirements in point 6 below, the Club must submit a
written request for such approval to the Frenzy in accordance with the procedures set forth
in the Rules, together with any information or materials reasonably requested by the Frenzy
in order to process the approval request. The Frenzy’s approval of any such approval
request will only be valid if delivered in writing, which may be delivered by email. If the
Frenzy denies approval of any approval request, such denial must specify the reasons in
reasonable detail by email notice. Any approval request which has not been affirmatively
denied by the Frenzy within fifteen (15) business days after its receipt together with all
relevant material and information shall be deemed to have been denied.
6. All Team Sponsorship Agreements and all underlying transactions or actions taken
pursuant thereto: (i) shall comply with the terms of this Agreement and the Rules; (ii) shall
not have any exclusivity or other provision that is binding on the Frenzy, Riot Parties, or
any other Admitted Team; (iii) shall comply with any specific requirements and procedures
set forth in the Rules that are generally applicable to all Admitted Teams; and (iv) will
contain a termination right (which the Club agrees it will promptly exercise without
obligation or liability to the Frenzy) if the counterparty begins operating in a Prohibited
Category (the foregoing in subsections (i) through (iv), the “Minimum Requirements”).

§9
[TEAM JERSEYS]
1. The Club shall produce and cause its Team Members to wear jerseys (and other Team
apparel set forth in the Rules) which comply with the requirements of the Rules (“Team
Jerseys”) during each League Game and each Promotional Activity, in accordance with
the requirements set forth in the Rules.
2. Five (5) slots on Team Jerseys are reserved exclusively for the Club’s commercialisation
opportunities, provided that such commercialisation and placement of commercial slots on
the Team Jerseys is at all times in accordance with the provisions of this Agreement and
the Rules. If the Frenzy updates the Rules in a way which causes a conflict between the
Rules and a pre-existing Team Sponsorship Agreement regarding the design of the Team
Jersey, including the size and/or placement of the applicable sponsor’s trademark on the
Team Jersey, the Club must use commercially reasonable efforts to amend the Sponsorship
Agreement to meet the new requirements and the Club will keep the Frenzy regularly
updated regarding the progress of such renegotiations with the applicable sponsor. If the
Club is unable to amend the applicable Sponsorship Agreement following commercially
reasonable efforts, it will not be required to comply with the updated Rules (solely to the
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 extent of such conflict) for a period of up to one (1) Season. The Club may not renew a
conflicting Team Sponsorship Agreement without updating it to reflect the then current
Rules.
3. The Team Jerseys will display the Frenzy’s designated branding (including the League
shield and/or branding of the Frenzy) as detailed in the Rules, on the neck of the jersey,
provided that such requirements do not interfere with the minimum commercialisation
opportunities on Team Jerseys as set forth in point 2 above.
4. Team Jerseys must be approved in writing by the Frenzy prior to their use by the Team.
The Frenzy will promptly review all submissions and work with the Club to resolve any
issues with the design.
5. The Club acknowledges that different rules and requirements may apply for Team Jerseys
to be worn for other LoL tournaments.

§ 10
[TEAM MERCHANDISE]
The Club shall ensure that all Team Merchandise: (a) complies with all of the terms of the then-
current Rules, including requirements to include the League shield or other marks; and (b)
complies with the terms of this Agreement.

§ 11
[LEAGUE-RELATED PROGRAMMING]
If Frenzy elects to create and distribute (or license a third party to create and distribute) any
programming (either scripted or unscripted) that features the Team or Team Personnel
(“League-Related Programming”), the Club shall cause the Team Personnel to participate,
upon Frenzy reasonable request (with sufficient notice) and at its expense, in such League-
Related Programming. Frenzy will consult in good faith with the Club with respect to any
League-Related Programming that may reasonably be expected to have a material and adverse
impact on Team operations. The Club acknowledges that the failure of the Team Personnel to
participate in any such League-Related Programming may result in a fine, suspension,
disqualification or other disciplinary conduct, as provided in the Rules.

§ 12
[MARKETING AND PROMOTION]
1. The Club shall: (i) market and promote the Team in accordance with this Agreement and
the Rules; and (ii) cooperate with Frenzy in its efforts to market and promote the League
and the Admitted Teams, which cooperation may include coordinating the Club’s
marketing and promotion of the Team with Frenzy marketing and promotion of the League.
2. Without limitation to point 1 above, the Club shall use commercially reasonable efforts to
cause the Team Members and Head Coach to participate, at Frenzy’s request and at its
expense, in a reasonable number of Promotional Activities. Frenzy shall use its
commercially reasonable efforts to accommodate the schedules of the Team Members and
Head Coach in connection with such Promotional Activities. The Club acknowledges that
the failure of a Team Member or Head Coach to participate in any such Promotional
Activities may result in a fine, suspension, disqualification or other disciplinary conduct,

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 as provided in the Rules. For branded content pieces, Frenzy will include at least 3 Team
Members from at least 2 Teams across the entirety of the content series.

§ 13
[CONTENT POLICY]
1. The Club shall not design, create, produce, or sell products that represent the League or the
broader European Regional League ecosystem. Specifically, the following is prohibited:
a. Bundling content with other Admitted Teams, without a prior approval from Frenzy;
b. Discounted offers with other Admitted Teams;
c. Joint promotional content offerings with other Admitted Teams;
d. Positioning as the region wide European Regional League ecosystem product.
2. Sponsors or ads can be shown in association with Club content, unless otherwise specified
in the Rules, under the condition that the sponsor integration or ad does not imply a direct
relationship with the League or association with the European Regional League system,
LoL Game or Riot Parties in any way.
3. The Club can use the League of Legends trademark or its derivatives in their social media
channels provided that it is only used to highlight that the Team is competing within a
League of Legends competition (such as the League). League of Legends or any other Riot
materials cannot be used in relation to sponsor and/or advertising content.
4. All League of Legends related material produced by the Club must meet the following
requirements:
a. Content must be focused on the Club and/or Team Personnel;
b. It must be clear to any viewer that the content produced by the Club represents the Club,
rather than the League, the European Regional League ecosystem, Frenzy, or Riot
Parties;
c. Content may not use the marks of other Admitted Teams, or the likeness of Team
Members signed to other Admitted Teams, unless it occurs in the regular course of
gameplay or broadcast, and are integral from an editorial perspective;
d. Content may not use the marks of other leagues or tournament organisers unless it occurs
in the regular course of gameplay or broadcast, and are integral from an editorial
perspective;
e. Content may not use the marks of Riot Parties or the League, unless the marks occur in
the regular course of gameplay or broadcast and are integral from an editorial
perspective (e.g., League standings graphic, match-up graphic).
5. Material produced by the Club may not include the following:
a. Communication by referees;
b. Discussion concerning referee decisions;
c. Discussion of gameplay issues or bugs;
d. Disclosure of gameplay issues or bugs previously communicated by Frenzy to Team
Personnel;
e. Disparagement of Frenzy, Riot Parties, LoL Game.

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 § 14
[PRIZE MONEY]
1. In connection with the participation in the Tournaments, the Club participates in the
distribution of the prize pool referred to in section 4 of the Official Rulebook, according
to the place occupied by the Team composed of Players affiliated within the Club.
2. Payment of the part of the prize pool regarding to the Club standing will occur in
accordance with the rules provided for in the Official Rulebook.
3. The Club declares that all claims of Players affiliated to the Club as a remuneration
related to participation in tournaments conducted as part of the Tournaments are subject
to a legal relationship connecting him with the Players.
4. The Club undertakes to release Frenzy from any liability for any compensation related
to participation in competitions conducted as part of the Tournaments directed at the
Frenzy by the Players.

§ 15
[FRENZY BENEFITS]
1. In exchange for the Club's services referred to in § 1 and 2 above and the consents
indicated in § 3, Frenzy undertakes to provide the Club with services detailed in
Appendix No. 5.
2. The Frenzy benefits will be settled on the basis of a VAT invoice issued by Frenzy at
the end of the month in which the services were performed, the payment deadline for
services provided by Frenzy is 21 days, with Frenzy agreeing to compensate for the
benefits for the Club with liabilities resulting from the Club's services without making
additional statements.

§16
[CONFIDENTIALITY]
1. The Parties undertake to:
a. keep secret all technical, technological, economic, financial, commercial, legal and
organizational information about the other Party obtained from it during the
negotiations and performance of the Agreement, regardless of the form of providing
this information and its source ("Confidential Information"),
b. use Confidential Information only for the purposes of the Contract or certain
arrangements made by the Parties.
2. The Parties undertake to provide such data processing conditions and Confidential
Information related to the implementation of this Agreement to prevent any access to
the use of such Confidential Information and data by unauthorized persons both during
the implementation of this Agreement and after its expiration.
3. Parties also undertake not to disclose information regarding the conclusion of this
Agreement and the conditions under which it was concluded, with the exception of (a)
the right to disclose to the Players the provisions of the Official Rulebook and (b) when
obligated by law to disclose the content and the circumstances of this Agreement to
government authorities.

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 §17
[AGREEMENT DURATION AND TERMINATION]
1. The contract is concluded for a definite period until 31.12.2022.
2. The contract may be extended for a strictly specified period of time after prior
arrangement by the Parties in the event of an event or tournament that would take place
within a maximum of 2 (two) months from the date of termination of the Agreement.
3. Frenzy may terminate the Agreement immediately, in any event in which the Club,
despite prior notification, fails to fulfill its obligations under this Agreement.
4. The Club may terminate the Agreement immediately, in any case, in which Frenzy,
despite prior notification, fails to fulfill its obligations under this Agreement.

§18
[LIQUIDATED DAMAGES]
1. In the event of non-performance or improper performance of the Subject of the
Agreement by the Club, Frenzy shall be entitled to contractual penalty in the amount of
PLN 40 000 (in words: forty thousand zlotys).
2. In the event of non-compliance with any of the Club's statements submitted in the text
of the Frenzy Agreement, a contractual penalty of PLN 40 000 (in words: forty thousand
zlotys) shall be eligible.
3. In the event of the Player's admission under the Club to behave contrary to the rules set
out in point 7 of the Rules of Gaming, the Club will be required to pay a contractual
penalty in the amount of PLN 1 000 (in words: one thousand zlotys) for each instance
of such behavior.
4. In the event of termination or termination of the Agreement due to the fault of the Club,
the Club will be required to pay a contractual penalty in the amount of PLN 15 000 (in
words: fifteen thousand zlotys).
5. The Club also shall: (a) comply with any fines, penalties, suspensions or other
disciplinary actions imposed by Frenzy against the Club as permitted by the Rules; and
(b) at the request of Frenzy, enforce any fines, penalties, suspensions or other
disciplinary actions against the Team Members or other Team Personnel imposed by
Frenzy as permitted by the Rules and applicable law.
6. Notwithstanding the contractual penalties referred to in this paragraph, Frenzy has the
right to claim damages exceeding the amount of reserved penalties on general terms.

§19
[FINAL PROVISIONS]
1. Costs of employment/contracting persons referred to in section 3.1.1. Official Rulebook
are covered by the Club.
2. All appendixes are an integral part of the Agreement, including a statement of consent
to the processing of personal data, information about the taxpayer and a Non-disclosure

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 agreement (NDA) between Frenzy and the Player constituting Appendix No. 6 to the
Agreement.
3. In the event of a change of address or other data of the Website, the Party affected by
such change shall immediately notify the other Party of this fact in writing, otherwise
the letter sent to the previously known address shall be deemed effectively delivered.
4. The competent court to hear disputes arising from this Agreement is the court competent
for Frenzy.
5. In the case of invalidity of any provision of this Agreement, the Parties agree that the
Agreement shall remain valid and the provision, the content of which shall be the closest
to the economic interests of the Parties which they intend to achieve, shall prevail.
6. All changes to this Agreement require the consent of both Parties and any amendments
hereto shall be made in writing, otherwise being null and void.
7. In matters not covered by this Agreement, the relevant provisions of the Civil Code and
other provisions of Polish law shall apply.
8. The agreement was drafted in English, in two identical copies, one for each of the
Parties.

The Club Frenzy

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