Scope of Work (“SOW”)

I. Executive Summary

This SOW includes scope of services that Amra & Elma LLC (hereinafter “Agency”) will perform for
Fikile Mpofana (hereinafter “Client” or “individual”) as its digital marketing agency. Agency will provide
services related to Client’s influencer marketing, PR, and any other marketing services outlined below needs
in the areas of digital marketing. These services will be delivered within 6 months. This agreement will
become effective when all the parties have signed it.

II. Agency’s deliverables are described as follows.

1. A&E PR (Up to 10 Top Media Publications per Month) - intended for individuals who are
interested in features in top media and more to help spread the word about themselves and boost
credibility. This includes media placements, helping develop the individuals story to pitch to the
journalists, emailfollow ups, and publishing in some of the most notable fashion and business
publications in the U.S. and worldwide.
2. Amra & Elma Photoshoot for E-commerce (11 Products and 88 photos): intended for individuals
looking to do a photoshoot in NYC or Miami with up-and-coming IT models (2), stylist, makeup
+hair, and an exceptional fashion photographer.

Month 1 $ 36,000
Month 4 $ 15,000

Total Retainer $ 51,000

Master Services Agreement

This Master Services Agreement (“Agreement”) is made between – Opulence Holdings and Amra & Elma
LLC. This Agreement shall govern the provision of services to the undersigned Client and its affiliates
(the “Client”) and by Amra & Elma LLC (“Agency”). Additional terms, such as the services and
deliverables to be provided hereunder, and the schedule for the delivery thereof and the amount of fees
payable therefor are set forth on the attached Scope of Work (the “SOW”) which is hereby incorporated
herein by this reference and may, from time to time, be amended upon the written consent of both parties.
In the event of any conflict between the terms of any SOW and the terms of this Agreement, the terms
of the Agreement shall control.
1. Additional Services, Project Changes

Request for Additional Services, SOW Changes and Changes to Already Approved Work. Any services
outside of the SOW, or changes to the SOW must be approved in writing and signed by both parties.
Additional fees will apply. If the Client requests changes to work already being performed by Agency and
approved by Client, additional fees will apply, e.g., $5,000 per brand ambassador (influencer) for Agency’s
vetting and procurement.

The SOW includes a total of 100 hours of Agency time. If the Client wishes to add more hours, the Client
may do so through a separate agreement or at a rate of $300 per hour for each additional hour.

2. Expenses

Client will be notified in advance for pre-approval in writing of any additional expenses outside of those
set forth on the SOW. Client shall pay such fees directly to the third-party vendor. Agency shall maintain
records of expenses.

1. Time of Payment and Late-Payment Charges

The Client shall pay Agency a retainer fee for the work hereunder as set forth in the applicable SOW.
Invoices hereunder are due and payable within 48 hours after the invoice date. In addition, Agency has the
right to suspend performance of services and withhold delivery of materials until payment in full of all
amounts due. Agency shall not be liable for any damages, losses or liabilities that may arise out of
Agency’s suspension of performance and/or withholding of materials due to Client’s non-payment. Late
payments shall accrue interest at the rate of 1.5% per month. Agency shall be entitled to all of its costs
of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.

2. Client Representative

In order to avoid miscommunication, the Client shall appoint a sole representative with full authority to
provide or maintain any necessary information and approvals that may be required by Agency (the “Client
Representative”). The Client Representative shall be responsible for coordination and review of the
Agency’s services and notifying Agency of Client instructions, change orders and approvals. The signature
or e-mail approval of the Client Representative shall be final and binding on Client.

3. Legal Clearances and Indemnification

Each party (the "Indemnifying Party") shall indemnify and hold harmless the other party and said other
party's successors, assigns, shareholders, partners, directors, officers, agents, affiliates, subsidiaries, parent
company, and employees (collectively, the "Indemnified Parties") from and against liabilities, damages,
penalties, settlements, judgments, orders, losses, costs, charges, attorneys' fees, and all other expenses and
shall, further, defend the Indemnified Parties from any and all claims, actions, suits, prosecutions, and all
other legal and/or equitable proceedings resulting from or relating to any allegationregarding any reckless
or willful act or omission of the Indemnifying Party, its employees, representatives, contractors or agents.

4. Liability of Agency
Agency shall not be held responsible for delays or non-performance caused by activities or factors beyond
its reasonable control, including delays and non-performance caused by viruses, service attacks, other acts
or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts,
work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely
furnish information or approve or disapprove work. If the Client stops communication with the Agency,
the Client is still liable on timely payments under the SOW and this Agreement. Agency shall not be liable
for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out
of this Agreement. Agency’s maximum liability under this Agreement shall not exceed the total fees
received by Agency under this agreement.

Confidential information is that which relates to the Client’s or Agency’s research, development, trade
secrets or business affairs and includes, in the case of Agency’s confidential information, concepts
presented to, but not selected by, the Client; it does not include information that is generally known or
easily ascertainable by third parties. Agency and the Client shall mutually respect and maintain each
other’s confidential information and shall use it only to perform their respective obligations hereunder.
For the avoidance of doubt, confidential information does not include information that is public
knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient.

Non-Solicitation. During Agency’s engagement by the Client hereunder and during a period of three (3)
years following the date of termination of this Agreement with the Agency, Client will not, directly or
indirectly, whether as a company, a partner, shareholder, consultant, agent, employee, contractor, or
otherwise, or through any other "person" (which, for purposes of this subsection, shall mean an individual,
another agency, a corporation, an LLC, a partnership, an association, a joint-stock company,a trust, or
any unincorporated organization), (1) Solicit any information (from an employee, contractor, or any other
person of the Agency) without express and written consent from the Agency; (2) hire or attempt to hire
any employee, contractor or agency partner of the Agency or any affiliate of the Agency or any person
who was an employee, contractor or agency partner of the Agency or any affiliate of the Agency at any
time during the Agreement with the Agency, assist in such hiring, encourage any such contractor or
employee to terminate his/her relationship with the Agency or any affiliate of the Agency;
(3) directly or indirectly, request or cause employees, contractors, suppliers or other parties with whom
the Agency or any of its affiliates has a business relationship to cancel or terminate any such business
relationship with the Agency or any of its affiliates; and (4) solicit any business, which is competing with
or related to the business of the Agency or its affiliates, or with the services of the Agency or its affiliates,
(from an employee, contractor or any other person of the Agency or its affiliates).

5. Mutual Non-Disparagement

During the Term of the agreement and thereafter, both Agency and Client agree to take no action which
is intended, or would reasonably be expected, to harm the other party or its reputation or which would
reasonably be expected to lead to unwanted or unfavorable publicity to the parties to this agreement.

6. Intellectual Property.

(a) Work for Hire. Agency agrees that all copy, layouts, scripts, art work, designs, or documents prepared
developed by Agency at Client expense during the term hereof, by Agency or under Agency’s direction
related to the provision of Services pursuant to this Agreement (hereinafter “Work Product”) shall be the
sole and exclusive property of Client. To the extent requested by Client and at Client's expense, Agency
and Agency’s employees, agents and authorized representatives shall execute and deliver such
documents, agreements and papers and shall take such actions as are deemed necessary or convenient by
Client to secure copyright, or any other proprietary or property right protections in any portion of the
Work Product in any country. Agency will communicate to Client the terms of the usage rights secured
under the SOW’s budget by Agency with third party vendors, including influencers, photographers, and
videographers. For additional usage rights, Client will have to, at its own expense, re-negotiate on
copyright usage.

(b) Warranty and Representations. Agency represents and warrants that (i) Agency has secured or will
secure certain limited proprietary rights under the SOW’s budget for product it creates, including, but not
limited to, the copyright and trademark rights to all third party content, including, but not limited to, third
party images and voice recordings utilized in all goods, materials, and services contemplated or created
under this Agreement, subject to third party rights, restrictions, limitations and obligations as disclosed to
Client, (ii) each of Agency’s employees, agents and authorized representatives assigned by Agency to
render services to Client pursuant to this Agreement shall, as a condition to rendering such services to
Client, execute an agreement that provides for assignment to Agency of all rights in the intellectual
property in any country which would be included in the definition of Work Product made by such
employees during the course of their employment. Agency will not permit any employee, agent or
authorized representative of Agency to provide Services to Client pursuant to this Agreement unless and
until such an agreement has been executed; and (iii) Agency has secured right, title and interest in and to
any and all such intellectual property in Work Product created by its employees and agents under this
Agreement prior to transfer of such intellectual property rights to Client in accordance with this
paragraph. All secured limited proprietary rights will be communicated to Client.

(c) Work Product Preservation. Agency agrees that all Work Product shall be preserved by Agency for
the duration of this Agreement and provided to Client immediately upon termination of the Agreement or
(for all or any portion of such Work Product) prior to termination upon written request of Client. Agency
shall ensure that such Work Product is not subject to any manual or automated deletion/destruction
program within the control of Agency that would prevent Agency from complying with this obligation.
The Agency has the right to keep a copy of any such Work Product for its files, including its present or
past client portfolio examples. The obligations of this Paragraph include all Work Product in paper or
electronic form, including, but not limited to, email, electronic documents, databases, calendars, reports,
notes, spreadsheets, accounting and financial data, images (PDF and TIFF), and PST files, but not limited
to Agency’s Dropbox, computer(s), handheld devices, flash or thumb drives, or other portable storage
locations within the custody or control of Agency.

(d) Usage Rights. Subject to Client paying for such usage rights, rights may be obtained to pre-existing
creative works, e.g., photos from an image library, info graphics, graphics, or videos, in lieu of creating
new materials, and the Agency shall obtain fully paid usage rights under such pre-existing works as are
necessary to execute the SOW, e.g., post photos on social media, paid ad videos on social media, or paid
ad videos on other media. With written authorization of Client, and subject to Client paying for such
usage rights, such use rights shall be worldwide for Client and its affiliates in all advertising and
promotion for the duration of the relevant product(s) or service(s) and at least exclusive for the intended
market. Client, at is expense, will obtain such usage rights and communicate to Agency in case of any
restrictions or limitations to the usage rights.

(e) Exception for Usage Rights for Influencer Created Content: Agency will communicate to Client the
terms of the limited usage rights secured by Agency for influencer created content under the SOW’s
budget. All influencers vary. Any usage rights may be subject to a separate fee by influencers and/or
their agencies.
(f) Exception for Usage Rights for Videos, Photography: Agency will communicate to Client the terms
of limited usage rights secured by Agency from third party vendors, such as specialized videographers
or photographers, for photography and videos under the SOW’s budget. All third party vendors vary.
Additional fees may apply for limited usage rights. Additional fees will apply for unlimited usage
rights.

(g) Proof of Proprietary Rights. Agency shall retain written proof of all proprietary rights and shall be
kept on file for the duration of this Agreement and will communicate to the Client upon termination of
this agreement. Client will have the right to demand terms of proprietary rights in writing at any time
during the term of this Agreement.

7. Influencer campaigns terms and conditions.

a) Performance. Agency is not responsible in any way for the performance of influencers.
b) No cancellation. Once the Brand has approved in writing an influencer to participate in
the campaign, the Brand cannot retract and refuse to work with that influencer after 24 hours. If
the Brand retracts and refuses to work with the influencer, who the Brand initially approved in
writing, the influencer will be counted as having completed the campaign under the SOW.
c) Scope of influencer’s work. For sponsored influencer posts, each influencer is
responsible for one post on Instagram unless otherwise specified in the SOW. Each gifted
influencer is not contracted and therefore not obligated to post. Influencers are not responsible for
using discount codes, swipe-up links, participating in giveaways, or any other additional work
requests. Additional work requests by influencers are not covered by the budget within this SOW.
d) Time required to execute. The Brand is required to provide a reasonable amount of time
for the Agency for searching, vetting, contracting, and negotiating with influencers. Reasonable
time means at least 30 days (from the date when the Brand informs the agency in writing of the
date by which the influencers need to post) for vetting, contracting, and negotiating with
influencers. If the Brand changes the post dates, the Agency will count at least 30 days from the
date when the changes have been made.
e) Influencer list revisions. Influencer persona will be set by the Brand within the
parameters of the SOW. Agency will provide an influencer list per the influencer persona set by
the Brand, and Agency will allow up to 2x revisions of the influencer list. Additional revisions
will be subject to an additional fee subject to a separate agreement.
f) Communication with influencers contracted by the Agency. The Agency shall be the only
point of contact (POC) between the influencer/s contracted by the Agency and the Brand. The
Brand shall under no circumstance circumnavigate the Agency and negotiate or direct the
influencer’s scope of work without explicit prior written approval by the Agency. The only
exception to direct communication with the influencer/s shall be in order for the Brand to ship the
products (for consumer packaged goods) or to explain the usage of the product (for software
products or electronic products). In the event of breach of this clause, the Agency shall give
Client written notice detailing the nature of Client’s fault and possible remedies, whereupon
Client shall have a reasonable period of time (but in no event more than 30 days) to cure such
fault. If the Client continues to communicate, including direct or negotiate with influencers, after
30 days, the Agency shall have the right to terminate the Agreement without refund and collect
all outstanding fees under this Agreement.
g) Non-solicitation. Brand shall not solicit for additional scope of work influencers
contracted by Agency under this Agreement during the term of the Agreement and for six months
 thereafter. Solicitation of influencers for additional scope of work during the term of the
Agreement or six months thereafter shall be subject to an additional fee and a separate agreement.
12. Social media terms and conditions.
a) Instagram’s algorithm and available account partnerships. Because of Instagram’s
algorithm, we cannot guarantee fixed performance; Instagram sets the rules on account
partnerships, collaborations and giveaways. Thus, we quote in expected gain of followers.
The number of followers can fluctuate, some months the follower gain may be more than
expected and some months less than expected, depending on available account partnerships
and Instagram’s algorithm.
b) Content quality, strategy and Brand reputation. We cannot guarantee that the follower
count will stick which depends on number of factors including Brand’s reputation, content
strategy, and quality of visuals.

13. Term and Termination

Termination. Either party may terminate this Agreement for breach of Agreement upon giving 30 days
prior written notice to the other. Upon termination of this Agreement by Client for without Agency’s fault
or consent, Client shall pay Agency, in addition to all of the fees earned by Agency pursuant to the terms
hereof, an early termination fee equal to the total remaining fees payable to Agency hereunder as specified
in the SOW.

If Client desires to terminate this Agreement due to Agency’s fault, Client shall give Agency written notice
detailing the nature of Agency’s fault and possible remedies, whereupon Agency shall have a reasonable
period of time (but in no event less than 30 days) to cure such fault. Termination by Client without
providing the foregoing notice and cure period shall be considered “termination without Agency’s fault”
as described above, i.e., the Client shall pay Agency, in addition to all of the fees earned by Agency
pursuant to the terms hereof, an early termination fee equal to the total remaining fees payable to Agency
hereunder as specified in the SOW.

No Refunds. Payments referred to herein and in the SOW shall not be refundable under any circumstances
after performance of the services begins as set out in the SOW.

Damages. Damages are equal to all of the outstanding fees owed under this Agreement that will become
due within 48 hours. The Agency will always allow a period of thirty (30) days for Brand to cure after
giving written notice of breach of the Agreement. For fees already paid, no refund shall be issued.
Immediate termination of this Agreement shall take place.

Cooperative work environment. The Brand is required to provide timely responses of no longer than 48
hours from the initial Agency outreach, and a cooperative work environment in order for the Agency to
be able to execute the Agreement. A cooperative work environment means that the Brand provides
necessities for the Agency to perform its job, such as maintaining a functional website, functional servers,
shipping products to influencers, providing tracking numbers for the Agency to be able to track influencer
orders, and Brand team members who respond to Agency’s emails within 48 hours. Where the Brand
fails to provide timely responses (for a period of 30 days or longer), and fails to provide a cooperative
work environment (for a period of 30 days or longer), the Brand has 60 days to completely
 rectify the non-responsiveness and non-cooperative work environment in order for the Agency to be able
to perform the services described under the SOW. If the Brand fails to rectify the wrongdoing after 60
days or longer, the SOW shall be counted as executed, and no refund shall be issued.

Term of the SOW. The campaign must be executed and completed within 6 month time frame unless
otherwise agreed upon in writing and signed by both parties. If the campaign is not completed within the
designated time frame due to non-responsiveness and non-cooperative work environment, as outlined
above, the SOW shall be counted as executed, and no refund shall be issued.

Professional Judgment. Agency reserves the right to exercise its professional judgment when executing
the services outlined in the SOW (choosing influencers, confirming influencers, choosing keywords to
rank, activating influencers, posting on social media, and other services as outlined in SOW).

Governing Law; Jurisdiction

Client: Fikile Mpofana

Signature:

Name: Fikile Mpofana

Title: Influencer

Date: 01 September 2022

Agency: Amra & Elma LLC

Signature:

Name: Jessica Miller

Title: Administration Managere

Date: 02 Sepetmber 2022