Al Mooryaat Esport Club

CR:1010824740
Filali Zehri Driss

In Riyadh, Al Sulimaniyah Street , KSA, on January 7, 2023

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AGREEMENT FOR THE CONDUCT OF JOINT ACTIONS

Filali Zehri Driss, Moroccan, of legal age and with ID number AP8241819, on behalf
of “Al Mooryaat Esport Club”,CR 1010824740, domiciled at Riyadh, Saudi
Arabia.Hereinafter, also “THE CLUB”.

On the other hand,

Mr. Omar D'hichi, with address Kenitra,Morocco, with ID D868316and Moroccan nationality, in his
own name and representation. Hereinafter, also “PLAYER”.

1 - STATE

I.-That THE CLUB is a commercial company dedicated, among others, to the organisation
and management of competitive teams in the field of electronic sports; participation in
various competitions and exhibitions in the same field; dissemination of competitions and
other content related to electronic sports and/or video games (hereinafter the "Teams").

II.-That the PLAYER is a natural person dedicated to participating in competitions and

creating content in the field of electronic sports and/or video games, thus having sufficient
skills, training and experience to carry out the activity for which their services are required.

III.- That THE PARTIES consider the joint performance of actions and activities to be
mutually beneficial, due to the mutual synergies they will produce.

IV.- That THE PLAYER has received from Al Mooryaat Esport Club a complete and detailed
explanation of the obligations and rights arising from the signing of this Agreement, stating
and guaranteeing that they understand said obligations and rights.

V.- That both parties state that they have the necessary and sufficient legal capacity to
formalise this contract.

VI.- That for all of the foregoing, the Parties have decided to sign this contract to carry out
joint actions that will be governed by the following
2- CLAUSES

First, OBJECT.
The object of this Contract is the joint performance of activities and actions, to mutually
benefit from the synergies that they will cause.

1.1 Actions to be carried out by the PLAYER

They will carry out the following actions:

(I) THE PLAYER will act as a video game player within the field of electronic sports, and, if
necessary, as a content creator for the creation and dissemination of audiovisual content
about Esports on the Internet, Social Networks, digital platforms and/or any others of a
similar nature (including, for purposes merely enunciative, but not limited to, YouTube,
Twitch, Instagram, and/or any of a similar nature) using the corporate image and brand of
THE CLUB with the aim of promote and give visibility to THE CLUB and any product of
and/or related to THE CLUB (hereinafter, THE CONTENTS). This content should be played
approved.

(II) THE PLAYER undertakes to act as an eSports (electronic sports) player and to
participate as THE PLAYER in the different video game competitions in which THE CLUB
participates, and must also participate in the training sessions, online or in person, in
accordance with the instructions set by THE CLUB and in the places that THE CLUB
indicates. THE PLAYER is responsible for the training Schedule. If THE CLUB wants to
make a training session outside of the players house, they need to pay for it or, at least,
discuss the expenses between both parts. Likewise, THE PLAYER commits to the creation
and dissemination of THE CONTENTS following the indications of THE CLUB.

For this reason, THE PLAYER will carry out his activity in accordance with the highest quality
and diligence required of a professional in his field, thus guaranteeing that he is in good
physical and mental health.

(III) THE PLAYER must participate in those actions and promotional activities that THE
CLUB indicates in relation to sponsors or other clubs if the sponsor pays the expenses for
the players to show up. These actions may include interviews, product signings,
appearances in advertisements, streaming on various platforms such as Twitch, or
promotional videos and, in general, the creation and dissemination of THE CONTENT.
Therefore, THE PLAYER undertakes to use and promote the products and/or services of
THE CLUB, of the sponsors of THE CLUB, even if THE PLAYER does not participate or
does not directly benefit from the promotion. Likewise, THE PLAYER must attend those
face-to-face activities that the CLUB carries out for meetings, photo and video sessions,
events and advertising actions that are necessary.

(IV) THE PLAYER must carry out the activities and obligations that are entrusted to him
derived from this contract, on the dates that THE CLUB indicates in the communications
sent by THE CLUB, for which THE PLAYER declares to have the necessary knowledge and
experience to carry out the activity entrusted to it, as well as to have the necessary and
sufficient availability to comply with it during the term of the Contract.
(V) THE PLAYER expressly authorises THE CLUB to fix, film, capture, publish and
disseminate his image, name, actions and voice and possible statements made during the
development of his activity and the creation of THE CONTENTS and include them in the
photographic and audiovisual material obtained to publish and disseminate it in
activities/actions to promote and publicise the work, products, services and activities of THE
CLUB, as well as by third parties with whom it contracts, always in a positive way and not
harming the image of THE PLAYER. This image rights authorization is understood to be
included in the agreed remuneration and is granted for the exploitation, dissemination and
publication in any medium and format of the photographic and audiovisual material obtained
and related to the activity that THE PLAYER will carry out by virtue of this contract and the
creation of THE CONTENTS; Merely by way of example, through the Internet on the web
pages and Social Networks owned by THE CLUB and third parties with whom it contracts to
carry out the activity that derives from this contract and the creation of THE CONTENTS
(that is, , through the Internet on Twitch, YouTube, Facebook, LinkedIn, Twitter, Instagram
and/or any others of a similar nature); also for those materials for internal use, such as
reports or proposals for THE CLUB projects, contests and/or similar events or competitions
in which THE CLUB may participate and, in general, through digital or electronic means and
the media. audiovisual communication in general.

(VI) The player, by signing this contract, agrees to have read and submitted to the provisions
of the club's Internal Code of Conduct, which will have been previously provided, for all its
effects and derivatives.

(VII) THE PLAYER must regularly carry out public activities on all types of networks (among
others, without limitation, Instagram, YouTube,Twitter, Twitch, TikTok and Discord) that
enhance the brand of THE CLUB and public knowledge of THE CLUB, proactively or at the
request of the Club, including sponsorship campaigns. This section includes, although
without limitation:
1. Videos and other multimedia content, mentions on their networks and onthose of THE
CLUB.
2. Public appearances (THE CLUB has to pay it all, otherwise, the player has the right to
refuse.
3. Actions to promote the Club
4. Actions for sponsoring brands of the Club

THE PLAYER must send THE CLUB, prior to their publication, the videos, as well as any
other multimedia content, in which THE CLUB is mentioned.

(VIII) THE PLAYER must use the equipment that THE CLUB makes available to them (such
as, among others, clothing, hardware, software and/or online services).

(IX) THE PLAYER undertakes to immediately inform THE CLUB, or failing that, according to
the provisions of the club's Internal Code of Conduct, when he suffers from any illness or
disability that does not allow him to attend to any of the obligations stipulated in this
Contract, having to provide
(A) the supporting document issued by a doctor from the corresponding Public Health
Service that proves said illness or
(B) the documents that prove the impossibility of his attendance and/or the fulfilment of his
activity

(X) THE PLAYER does not. You may contract with third parties on behalf of THE CLUB or
services for THE CLUB, without the prior written consent of THE CLUB.

(XI) THE PLAYER must carry out all his actions/activities with the most professional
diligence, and must in any case prevent the brand and good trade name of THE CLUB from
being negatively affected or related to news or other publications, merely enunciative, but
without limitation, of a sexist, xenophobic, illicit or amoral nature, and must keep THE CLUB
harmless from any damage that may be caused.

1.2 Actions to be carried out by THE CLUB.

THE CLUB will carry out the following Actions:

(I) Promote and give visibility to THE PLAYER on the Club's own social networks and
communication channels.

(II) Provide THE PLAYER with the official Club shirt and/or kit. It will also provide THE
PLAYER with merchandising and/or sponsor material, in accordance with the terms of said
agreements or campaigns.

(III) Pay the inscriptions to the tournaments and face-to-face competitions, or not, that have
been agreed between both parties.

(IV) Provide THE PLAYER with support and advice for the development of his personal
image, management of sponsoring brands or content creation, as long as he requests it, and
THE CLUB must give priority to his online needs, not delaying said request in more than 3
business days.

(V) THE CLUB undertakes to pay THE PLAYER the transportation, lodging and per diem
expenses incurred to carry out their activity as a competitive electronic sports player in
relation to face-to-face competitions. These amounts will be paid on the day of the
competition when THE PLAYER is asked to carry out his activity.
Likewise, this aspect will be managed, decided and regulated by the sports management of
THE CLUB, in relation to the Technical Staff.

The parties undertake to:

a) That the respective actions are carried out with the utmost professional diligence.
b) Communicate respectively any incident that may be relevant with respect to the actions
carried out.
Third, PARTICULAR CONDITIONS.
In accordance with the fulfilment of these obligations, the contract is subject to the following
clauses:
That as consideration for their services, THE PLAYER will receive the following
remuneration:

THE CLUB will pay the PLAYER if the PLAYER got a good result in any top-class
tournament two hundred Dollars (200$) net, which will be paid by bank transfer on a monthly
basis, until the end of this contract, (from january to June = 6 months) no later than the 5th of
each month. This clause must be fulfilled only if THE PLAYER reaches Finals of a Tier A
(Saudi Eleague finals….)tournament Or top 3 in a Tier b and c Tournaments(VRL …….). if
the PLAYER reaches or qualified for a high-level tournament then we renegotiate the salary
for an addition
(I) THE CLUB and THE PLAYER agree that the prizes that represent economic amounts
obtained by THE PLAYER during the performance of their activity in online or face-to-face
competitions will be distributed as follows:

- Tournament from 1000$ and Up :

cash prize will be divided to: 35% for the club and 65% for the players.

- Tournament from Down than 1000$ :

cash prize will be divided to: 100% for the players.
Likewise, the Party that would have collected the prize agrees to pay the other Party the
corresponding percentage of the prize (according to the distribution indicated above) within a
maximum period of thirty (45) days from the collection of the prize.
The withholdings and taxes that are in force at any time will be applied to all amounts and
will be paid to the bank account indicated by each Party.

In case that the team reach Saudi eleague finals:

- The player gets 1000$ as a bonus of Qualification.
- The Player Get 1500 if he reach top 4-3
- The Player Get 2000 If he reach top 2
- The player Get 2200$ if he reach top 1

Quarter. RESPONSIBILITY.

(I) THE PLAYER declares, under his sole responsibility, that he has all the rights, powers
and titles necessary to carry out THE CONTENT and/or activity and, where appropriate, the
assignments/authorizations of rights referred to in this
Agreement, as well as that it guarantees that THE CONTENTS and/or activities respect the
rights of intellectual property, industrial, honour, privacy and any other right of third parties
and/or that it has their authorizations and/or other necessary rights. Therefore, THE PLAYER
will keep THE CLUB harmless for all the concepts provided for throughout the Contract and
for any non-compliance or defective fulfilment of the obligations assumed, being able to
repeat THE CLUB against the CLUB for any amount attributable to it (either for an action or
omission and/or due to their fault and/or negligence).

(II) THE PLAYER may not use in isolation the possible materials that are created as a result
of THE CONTENT and/or activities under this Agreement, for any activity, without the prior
written authorization of THE CLUB. Likewise, THE PLAYER may not make use of products
or services that are the responsibility of the sponsors of THE CLUB and/or the competence
of THE CLUB in public events with THE CLUB.

(III) THE PLAYER will be liable to the CLUB for any damage or harm that may be caused by
intentionally performing badly, or breach of the obligations set forth in this contract, as well
as in the Internal Code of Conduct, with the suspension or expulsion from the club,
contemplated in the same Internal Code of Conduct of the Club. Also included in this section
is the duty of THE PLAYER to comply with those rules that regulate competitions, acts
among other events and/or acts, whether in person or not, in which THE PLAYER
participates.

(IV) THE PLAYER must inform THE CLUB, from the moment in which he becomes aware
and as soon as possible, of any impairment or defect in any of the materials, means and/or
clothing that has been provided for the purposes of this contract for the performance of the
obligations derived from it. For this reason, it will be responsible, in the case of not making
said communication, for the damages caused to THE CLUB or to a third party due to its
negligence.

Fifth. EXCLUSIVENESS. ASSIGNMENT.

It is expressly agreed that the agreed actions establish exclusivity, so that THE CLUB may
not agree with other companies or suppliers on the actions that are the object of this
Contract and THE PLAYER, for his part, may carry out said actions freely, but may not carry
them out for other companies of “Sports”.
THE PLAYER, due to the “intuitu personae” nature of the contract, may not directly or
indirectly assign all or part of the rights or obligations that correspond to this
contract or his contractual position, without the prior written consent of Al Mooryaat Esport
Club.

Sixth. EXPENSES AND TAXES.

THE CLUB must pay for the expenses. If THE CLUB doesn’t want to pay for them or can’t
pay them, the player is not forced to go to any activity.
Each Party will assume the taxes that come from its activity and those that result from this
Contract will be assumed according to Law.

Seventh. DURATION. RESOLUTION.

(I) This Contract will enter into force at the time of its signing, for a period of six (6) months,
ending on June 30th, 2023. Except for compensation by THE PLAYER or a third party
interested in it to the company with cost equal salary x months of contract + The costs of
materials bought for the player, as damages.

In addition, the PLAYER assumes and accepts that the breach of the above obligations will
mean a serious or very serious breach of his obligations, which without prejudice to any
other consequences may cause significant damages to THE CLUB.
(II) Notwithstanding the provisions of clause (7.I), the Parties agree that this Agreement may
be extended by mutual agreement of both Parties and, in that case, they undertake to sign
the extension of the Agreement in writing. with the new duration.

(III) THE CLUB may terminate this Contract unilaterally and without just cause with fifteen
(15) calendar days' notice, without any penalty in favour of THE PLAYER. It needs approval
for the majority of the team.

(IV) THE PLAYERS must extend this contract in case they qualify for bigger competitions
during the season (VRL Finals, Saudi eleague…..) until the regular season ends.

(V) THE CLUB automatically will be the owner of the spots that THE PLAYER has won by
the competitions he has played after the signing of this contract.

(VI) Additionally, either party may terminate this Agreement by means of a written notification
sent with 15 days prior notice to the other Party, from the moment in which a breach occurs
in all rules and through verifiable evidence, of the obligations assumed by virtue of this
Contract, without prejudice to the indemnities that may accrue for damages suffered.
In the event of termination of THE PLAYER before the Contract ends, the PLAYER must
indemnify THE CLUB, in addition, for the cost of the materials bought for the player and
merchandising delivered (which excludes only the club's own kit).

(VII) In case of resolution, the Parties in good faith must try to ensure that the proceedings
end in an orderly manner without affecting them, or doing so in the least possible way, the
resolution of this Contract.

Eighth. CONFIDENTIALITY.

Confidential Information shall be considered to be all information that, regardless of its

support and form of communication, has been communicated by one of the Parties to the
other and that has been classified as proprietary and/or confidential or that, due to its nature
and/or the circumstances in which your communication occurs, must be considered
confidential in good faith. The content of the Contract will be considered Confidential
Information and in case of revealing this, the staff will apply economic sanctions with a cost
equal salary x months of contract + The costs of materials bought for the player.

The Parties may only use the Confidential Information for purposes related to the execution
and use of the Contract and only to the extent necessary for that purpose.
Upon termination of the Contract, the Parties must return the Confidential Information
received or certify that it has been destroyed.

Ninth. DATA PROTECTION.

In compliance with Regulation (KSA) and on the Protection of Personal Data and guarantee
of digital rights, the Parties authorise the automated processing of their personal data
contained in this contract, and all data that is necessary to carry out the actions.
The Parties will process the personal data referring to the signatories of this
contract/agreement and/or the representatives of both on the basis of their legitimate

interest, and with the sole purpose already stated in the contract of guaranteeing the
maintenance of said relationship. and for the period that it lasts (June 30, 2023).

The Parties may at any time exercise their rights of access, rectification, deletion, portability,
limitation to treatment and opposition by contacting the other Party, at the address indicated
in the heading of this contract/agreement. In addition, they may also contact the Competent
Authority to claim their rights.
In relation to the personal data to which the Parties have access by virtue of this
contract/agreement, the Parties undertake to:
● Keep the maximum confidentiality of all the information provided or to which they have
access as a result of the execution of thethis contract/agreement.
● Safeguard and prevent access to the data and information owned by the other party by
third parties unrelated to this contract/agreement.
● Avoid the alteration, loss, treatment or unauthorised access to the personal data
referenced here.
● To guarantee the corresponding level of security in accordance with data protection
regulations.

By signing this document, the parties declare and guarantee that the
information provided is true, accurate, complete and up-to-date; committing
both to inform of any change with respect to them, being these the only
ones responsible for the damages, both direct and indirect, that could be
caused as a consequence of the breach of this clause.

Tenth. INTELLECTUAL AND INDUSTRIAL PROPERTY.

THE PLAYER fully acknowledges and accepts the intellectual and industrial property rights
that correspond or may correspond to THE CLUB over its trademarks, logos, designs, image
rights and intellectual and industrial property rights, without it being understood at any time
that occurs in favour of THE PLAYER no type of transfer of intellectual or industrial
Likewise, any material and/or creation of any kind, elaborated and prepared by THE
PLAYER for THE CLUB by virtue of THE PLAYER's Performances by THE CLUB with the
participation of THE PLAYER during their contractual relationship with THE CLUB, which
contains any type of intellectual or industrial property rights belongs to THE CLUB or will be
understood as assigned by THE PLAYER to THE CLUB. Consequently, THE CLUB shall
have the right to register, obtain and maintain in its name Copyrights, trade names,
trademarks, patents, or any other protection that may be necessary to protect said materials.
Thus, THE PLAYER assigns to THE CLUB any right, title or interest ove r

any creation, invention or idea, or any other form of intellectual and Industrial property,
whether or not it is protectable or patentable, individual or shared, related in any way to the
business of THE CLUB or that has arisen as a consequence of any task assigned in the
performance of its functions in this Contract. Likewise, THE PLAYER assigns to THE CLUB
his image rights in those contents related to Al Mooryaat Esport Club, consisting of the right
to use his name, including nicknames or “Nicknames”, own image and voice, in all aspects
related to “Esports'' , whether captured by third parties, by THE PLAYER or by THE CLUB,
during THE PLAYER's activities derived from their relationship with THE CLUB and the
Teams, the assignment being until June 30, 2023, universal for all countries, with power of
THE CLUB to assign all or part of the assigned rights to third parties and without limitation,
exploit them economically with total freedom, licence them, disclose them, reproduce them
in all kinds of devices and media, distribute them under any legal form, communicate them
publicly in all kinds of media existing or future, use them or not, transform and modify them.
Said transfer will be interpreted without further limitation than those imperatively imposed by
law. Finally, as long as it does not imply a detriment or damage to the image of THE
CLUB, THE CLUB allows THE PLAYER to include his name, logo or signature in the
communications that are carried out by THE PLAYER on THE CLUB, in execution of this
Contract, as well as the public use, to carry out the actions, of the material provided by THE
CLUB by virtue of the contract.

Eleventh. NOTIFICATION.

Any notice or other communication that may or must be given in accordance with this
Agreement, will be given in writing and must be (at the election of the party that must give
such notice): (a) delivered personally, (b) sent by bureaufax to the address that appears in
the header, (c) transmitted by email, to the parties, to the following addresses:

Yes to THE CLUB:

If to THE PLAYER:

Twelfth. COMPLETE CONTRACT.

This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersedes any prior verbal or written agreement between the
parties.

Thirteenth. LAW AND JURISDICTION.

This Agreement will be governed by and subject to the provisions of Saudi Arabia law.
For all purposes of this Agreement, the Parties expressly submit to the jurisdiction of the
courts and tribunals of the City of Riyadh, expressly waiving any other jurisdiction that may
correspond to them. And for the record and in proof of full compliance, after reading and
approval of all the content of the contract, it is affirmed, ratified and signed in duplicate and
with a single effect in the place and date stated in the heading.

Club Owner Signature : Player Signature :