SPONSOR-ORGANIZER AGREEMENT

BETWEEN : [UpThrust Esports Pvt. Ltd] with its head office located at 1668-A Civil Lines, Manu
Vihar Colony, Jhansi, U.P 284001.
‘ORGANIZER’ – ‘ORIGINATOR’

AND: B.V.M Design and Media House Pvt. Ltd & Brandscale Technologies Pvt. Ltd
(a.k.a Wings Lifestyle) having its registered head office located at
Flat No. 01A/B, First Floor, Chander Plaza Building, Plot No. 1515, Kotla Wazir
Nagar, New Delhi – 110003.
‘SPONSOR’ – ‘ADDRESSEE’

WHEREAS, UpThrust Esports, the “Organizer”, has the exclusive rights to organize and
conduct a BGMI ( Battlegrounds Mobile India) game tournament named “Wings Battle
Fest”.
Which is to be streamed online on UpThrust Esports YouTube Channel and LOCO Channel.

WHEREAS, B.V.M Design and Media House Pvt. Ltd & Brandscale Technologies Pvt. Ltd
(a.k.a Wings Lifestyle), the “Sponsor” has determined to provide financial support for the
event in the exchange for certain promotional rights by Organizer ;

NOW, THEREFORE, in consideration of the mutual agreements and promises contained

herein, the parties hereto agree as follows :

1.1
The organizer shall [use its best efforts to ] increase the reach to the people and views,
make them participate in Giveaways of merchandize, goodies by Brand and other small
events on the Sponsors Social Media/ Website by Offering them Sponsors Product,
Exclusive Discount Coupons and Gift Hampers, etc. And try to redirect them to the social
media page of Brand & organizer)

1.2
Advertise the Sponsor product Launch Video or Product videos on our live stream /
Product banner, or any small product launch during the event.

1.3
Through this event organizer will try to increase the brand reach of the sponsor brand and
let people know about its existing products in the market which they might benefit from
while playing their game / might be helpful to them.

1.4
Promotion through swipe-ups from various famous players and teams through their social
media Handles.

1.5
Your Plug-ins you can send us your brand logos and banners which would be constantly
displayed on the live overlay, transition, all the GFX/VFX work.

2. SPONSORSHIP FEE
In consideration of the full performance by the organizer of all its obligation hereunder
granted to sponsor, Sponsor shall pay to organizer the total sum of the amount 5 lakh + 18
G.S.T [Rs.5,90,000], payable within 15 working days after the tournament concluded i.e
15/Oct/2021, to UpThrust Esports account.

Account Number: 024905004889

Account Holder's name: UPTHRUST ESPORTS PRIVATE LIMITED

Contact : 7651905392

IFSC Code : ICIC0000249

Email Id : UPTHRUSTESPORTS@GMAIL.COM

Pan : AACCU8511H

3. TRADEMARKS
Sponsor’s trademarks, label designs, product identification, artwork, and other symbols
and device associated with sponsors products (Sponsors Trademarks) and shall remain
sponsors property, and sponsor shall take all steps reasonably necessary to protect such
Sponsors Trademark through its registration as it deems desirable and through reasonable
prosecution of infringements.
Organizer is hereby authorized to use sponsors trademark in advertising and promoting
the event during the term of this agreement provided sponsor shall have the right to
approve all [the format] such uses in writing in advance.

4. MERCHANDISING

The organizer represents and warrants that all merchandise authorized by it to bear the
organizers trademarks or to be associated with the event(event-related merchandise)
shall be of high standards and such style, appearance, and quality has to suit the best
exploitation of the event and shall be free from product defects and shall be merchantable
and suited its intended purpose. Organizer shall indemnify and hold harmless Sponsor and
sponsors officers, directors, employees, successors, and assigns from any claim, damages,
liability, losses, government procedure, cost, and expenses including reasonable attorney
fees and cost of suit arising out of the failure of this warranty. All event-related
merchandise that also wears sponsors trademark, shall include an appropriate notice of
any applicable trademarks, copyright, related to the organizer trademark. Or sponsors
trademarks. Each party shall reasonably determine constitutes appropriate notice for its
respective trademarks and copyrights.

5.WARRANTIES
5.1

It has the full right and legal authority to enter into and fully perform this agreement
following its terms without violating the rights of any other person.

5.2

Organizer trademarks, do not infringe the trademarks or other rights of any other person.

5.3

It has permits or other authorization necessary to conduct the event as contemplated

under this agreement.

5.4

It will comply with all applicable laws, regulations, and ordinances about the promotions
and conduct of all the events.

6. SPONSORS REPRESENTS AND WARRANTS THAT :

6.1

It has the full rights and legal authority to enter into and fully performed this agreement by
following its terms without violating the rights of any other person.

6.2

The sponsor's trademark does not infringe the trademarks of any other person.

6.3

It has permits and other authorization necessary to conduct its business

7. TERMS AND TERMINATION

7.1
This agreement shall become effective on the date 1st above written and shall expire on
( 27th September – 1st October ) unless terminated earlier or renewed according to terms.

Terms
7.2

Without prejudice to any other rights or remedies that the organizer may have, an
organizer may terminate this Agreement by delivery of notice to sponsor at any time if any
of the following events occur.

Sponsors fail to comply with paragraph 7 hereof in any respect and fail to cure the same
within days of receipt of notice of such failure.

8. CANCELLATION
In the vent that the event does not take place, in whole or in part due to any act of God or
force majure, including without limitation, weather, fire, flood, strike, labor dispute,
similar cause beyond the control of parties that sponsor shall be entitled to an immediate
refund of the sponsorship fees.

9. CONFIDENTIALITY
The parties hereto agree to maintain confidence in the terms and conditions of this
agreement except to the extent that they propose disclosure of any specific terms and
conditions hereof by either party is authorized in advance by the other party.

APPENDIX A

Each party acknowledges and agrees that it shall be responsible for reimbursing the other
party for all attorneys' fees, costs, and other out-of-pocket expenses relating to enforcing
this Agreement and/or its rights hereunder in the event such party is the prevailing party
in any dispute between the parties hereto. In addition to any other remedy provided
hereby or at law, if any of the Confidential Information constitutes non-public information
about a client or customer of the Disclosing Party or any affiliate of the Disclosing Party,
and the Receiving Party or any of its Representatives has breached its obligations of
confidentiality concerning such information, the Receiving Party shall indemnify the
Disclosing Party for all loss or damage to the Disclosing Party or any of its affiliates caused
by such breach.

The parties acknowledge and agree that money damages would be both incalculable and
an insufficient remedy for any breach of this Agreement by the Receiving Party or the
Receiving Party's Representatives and that any such breach would cause the Disclosing
Party irreparable harm. Accordingly, the Receiving Party also agrees that in the event of
any breach or threatened breach of this Agreement, the Disclosing Party, in addition to
any other remedies at law or in equity it may have, shall be entitled to equitable relief,
including injunctive relief and specific performance.

This Agreement shall be governed by, and construed as per the laws of India. The parties
each agree and consent to personal jurisdiction and venue in any court of appropriate
jurisdiction within the State of New Delhi.

This Agreement may be executed in two or more counterparts, and by the different parties
hereto in separate counterparts, each of which when executed shall be deemed to be an
original and all of which taken together shall constitute the same instrument. This
Agreement may be executed and delivered by facsimile and facsimile signatures shall have
the same legal effect as manual signatures.

In the event of a breach or threatened breach of this Agreement by a Receiving Party or

its Representatives, such Receiving Party shall give notice thereof to the Disclosing Party
and shall take reasonable steps to enforce the confidentiality obligations of this
Agreement including diligently prosecuting at its cost any breach or threatened breach of
such obligations by the Receiving Party's Representatives.

This Agreement, which constitutes the entire agreement between the parties as to the
subject hereof, shall be construed and interpreted fairly, in accordance with the plain
meaning of its terms, and there shall be no presumption or inference against the party
drafting this Agreement in construing or interpreting the provisions hereof.

This Agreement may be modified or amended only by a separate writing signed by each of
the parties expressly so modifying or amending this Agreement. This Agreement
supersedes all prior oral or written agreements or understanding that may exist between
the parties in respect of the Confidential Information. If any of the provisions of this
Agreement are held invalid, illegal, or unenforceable; the remaining provisions shall be
unimpaired.

APPENDIX B

SCOPE OF WORK: ROADMAP FOR EVENT:

PHASE 1 (PRE-PROMOTION):

• Pre-Promotion through media partners (Pdf Attached Below)

• Swipeups:-  1 week before the event post on socials (First post's)  2nd Post:- Team
Reveal (Set of posts For 3 days) -- Goodies & GiveAways post (with brand Instagram tags)

PHASE 2 (ONGOING):
• Swipeups (Daily during the event by Upthrust socials & few paid Swipeups)

• Execution Of Event:- ‘Production’ - Promotion of brand during the event intervals (Will
be needing 10-15 sec promotional video from a brand to be promoted during breaks)
Caster will be promoting/will give time to time shout-outs to brand

• Structure Of Event:-  Round Robin Qualifiers:-

• Groupings For 27 Teams (A, B, C) {9 teams in each group}

• No. Of Days:- 5

• Top 18 + 1/2 Fan favorite will qualify for finals (Optional)  Finals:- 2 days with top
qualified teams PHASE 3 (POST PROMOTION):

• Highlights for the Event.

• Results in Posting & Sharing with brand tags.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date written below.

(UpThrust Esports Pvt Ltd) B.V.M. Design and Media House Pvt. Ltd.

Sign : Sign:

Name: KARTIK SABHERWAL Name:

Designation: OWNER-cum-C.E.O Designation:

Date: Date: