Marketing Agreement

Date: 2023-09-27​

​WRY/DTC 2023/09/27​

Prepared for WRAY NYC​

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 What is BM Digital?
We help e-commerce founders blitzscale growth.
BM Digital consists of a team of founders & operators that have built unicorns and multiple 9 figure businesses. We
help build and scale e-commerce companies, frequently buying equity stakes and/or providing working capital.
We manage US$100M+ in annual digital marketing spend across the portfolio, driving well into 9 figures in revenue -
profitably.

What Is Peak 21?

Peak21 is an eCommerce aggregator with over $200M in annual revenues that acquires and operates direct-to-
consumer brands.
We provide founders with flexible deal structures that allow them to stay onboard and participate in the upside as
well as with a clear monetization path for founders who want to exit within 2-3 years.
Peak21 has acquired multiple BM Digital clients in the past

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 Testimonials

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 Case Studies

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 Case Studies

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 Case Studies

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 MASTER SERVICE AGREEMENT
This Master Services Agreement (the “Agreement”) is entered into as of the latter of the two signature dates below (the “Effective
Date”) by and betweenWRAY NYC, a company registered in United States
with offices at ​ ​​
38 Orchard St, New York NY 10002 ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ (hereinafter: "Client")
and DTC GLOBAL MANAGEMENT LTD, a limited liability company registered (registration number HE 422448) in Cyprus and registered
at Mitsi Building 3, Arch. Makarios III Avenue 1065 Nicosia, Cyprus (hereinafter: "BM Digital")

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties to this Agreement,
“BM Digital” shall perform marketing services for “Client” set forth on the Cover Page under the following terms and conditions:

1 - Services

1.1 - BM Digital Provision of Services; Statements of Work​ ​

The specific services and scope of services to be provided by BM Digital to the Client hereunder (the “Services”) are more fully
described on the applicable Statements of Work (collectively, the “Statements of Work”, and each individually, a “Statement of Work”)
attached as exhibits to this Agreement. Each Statement of Work provides (a) a description of the Services, (b) the schedule for
providing the Services, (c) the Fees (as defined below) for such Services, (d) the effective date of such Statement of Work, (e) the term
over which the Services will be provided, (f) a description of the Client’s obligations regarding the Services, and (g) any additional
agreements between the Client and BM Digital regarding the Services that are not otherwise agreed to in this Agreement. The results of
the Services are referred to in this Agreement as the “Deliverable(s).” For each new project, BM Digital and the Client will execute a new
Statement of Work which will expressly set forth the applicable services to be performed in connection therewith. All such Statements
of Work are subject to the terms of this Agreement which are incorporated therein by reference. If there is a direct conflict between any
Statement of Work and this Agreement, this Agreement will prevail; provided, however, that if such conflict is related to any of Sections
2, 4, 6, 9, 10 11, 12, and/or 13, the Statement of Work will prevail for such Sections.

1.2 - Client Obligations

The Client shall: (a) cooperate with BM Digital in its performance of the Services and provide access to the Client’s digital presence,
social media pages, advertising accounts, website, software, employees, contractors as required to enable BM Digital to provide the
Services; and (b) take all steps necessary, including obtaining any required licenses or consents, to prevent the Client-caused delays in
BM Digital’s provision of the Services.

2 - Deliverables

2.1 - Deliverables

Unless otherwise specified in the Statement of Work, the Client acknowledges and agrees that any production milestones specified in
the Statement of Work are estimates only and that amendments to the milestones may become necessary or advisable during
development of the Deliverables. All such changes and amendments will be effective upon approval by the Client which will not be
unreasonably withheld or delayed.

2.2 - Approval

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 In situations where client approval is required, the Client will be given a reasonable opportunity to review and approve the Deliverables
while they are in development. Unless otherwise agreed to and expressed in the applicable Statement of Work, the Client shall be
deemed to have approved all applicable elements of each Deliverable unless, within one (1) business days of the Client’s receipt of the
applicable interim materials related to such Deliverable, the Client notifies BM Digital in writing that it does not approve of that such
Deliverable and specifies which portion(s) thereof is/are not acceptable. Subsequent change requests by the Client after such approval
by the Client will be treated the same as regular revisions to the applicable Deliverable, and the time spent by BM Digital implementing
such revisions will be billed to the Client as specified in the Statement of Work. The Client’s approval as set forth above constitutes the
Client’s acceptance of sole responsibility for the text and content of the approved portion of the Deliverable, even if BM Digital has
written or authored materials incorporated into the Deliverable.

2.3 - Designated Contact

The Client shall designate on the Cover Page of this Agreement one of its employees or agents to serve as its primary contact with
respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the
“Designated Contact”), with such designation to remain in force unless and until a successor Designated Contact is appointed (with
reasonable notice to BM Digital).The Client shall require that the Designated Contact respond promptly to any reasonable requests from
BM Digital for instructions, information, or approvals required by BM Digital to provide the Services. The Client represents that the
Designated Contact has complete authority to make decisions on behalf of the Client with respect to the Deliverables and the Services,
including, without limitation, approval of interim Deliverables.

2.4 - Compliance

The Client assumes full and sole responsibility for ensuring that each Deliverable’s (a) content, and (b) use by the Client and its officers,
directors, employees, agents and advisors is at all times in compliance with all applicable laws and regulations and does not violate the
rights of any third parties.

3 - Term

The term of this Agreement (the “Term”) will commence on the Effective Date and will continue thereafter until the completion of the
Services under all Statements of Work (including the Initial Term and any applicable Renewal Term(s) of each), unless and until sooner
terminated in accordance with Section 5 of this Agreement.

4 - Payment

In consideration of the provision of the Services by BM Digital and the rights granted to the Client under this Agreement, the Client shall
pay the fees set out in the applicable Statement of Work (the “Fee”). Services shall be provided by BM Digital either (a) on a time and
materials basis, or (b) on a fixed price basis, as specified in the applicable Statement of Work. The estimated cost shown on the
Statement of Work is based upon the schedule and Services described in the Statement of Work.

4.1 - Other Expenses

Unless otherwise set forth in the applicable Statement of Work or approved in writing by the Client, all costs and expenses incurred by
BM Digital in providing the Services and/or the Deliverables shall be the responsibility of BM Digital.

4.2 - Payment Terms

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 Unless otherwise specified on the invoice or in the applicable Statement of Work, all payment due to BM Digital shall be due and
payable upon receipt of applicable invoice. Any amount not received within thirty (30) days of the due date shall accrue interest at the
rate of 3% per month compounded for each month due. Included in the invoice will be taxes, shipping, handling, reimbursable expenses,
insurance and other related costs. In the event BM Digital retains an attorney to perform any collection services, whether or not
litigation is commenced, the Client will be responsible for all reasonable attorney fees and costs incurred. Should this Agreement be
terminated pursuant to Section 5, the Client shall (a) pay for all Services provided; and (b) reimburse BM Digital for all reimbursable
expenses incurred up to the date such termination becomes effective.

4.3 - Taxes

The Client shall pay all domestic and foreign taxes, except BM Digital’s income taxes, but including excise, custom, duty, shipping,
insurance and related charges for any product or service under this Agreement.

5 - Term & Termination

This Agreement will commence on the Effective Date and shall last for a period of six (6) months (the “Initial Term”) or until completion
of the Services under all Statements of Work. Thereafter, this Agreement shall automatically renew every six (6) months for another six
(6) month term (the “Renewal Term”). In order to terminate prior to automatic renewal, either party must give written notice to the
counterparty at least thirty (30) days prior to the end of the Agreement term.
After the Initial Term, either party may terminate this Agreement for any reason, or no reason at all, upon thirty (30) calendar days’
notice (the “Effective Termination Date”). The Client shall be liable for all fees set forth herein through the Effective Termination Date.
Either party shall have the right to terminate this Agreement for cause (“Cause”), effective upon written notice to the other party (the
“Defaulting Party”), in the event that the Defaulting Party is subject to any of the below:
• materially breaches this Agreement and such breach is incapable of cure, or with respect to a material breach capable of cure,
the Defaulting Party does not cure such breach within ten (10) business days after receipt of written notice thereof;
• becomes insolvent or admits its inability to pay its debts generally as they become due;
• is dissolved or liquidated or takes any corporate action for such purpose;
Should Client decide to terminate this contract and prevent auto-renewal, all monies owed to BM Digital by Client for services performed
over the duration of this contract will be due to BM Digital in a final invoice at the end of this contract.
In the event that the Client terminates this Agreement during the Initial Term for any reason other than a breach of this Agreement by
BM Digital, all fees due under Section 4 of this Agreement for the Initial Term shall remain due and payable to BM Digital. In the event
that the Client terminates this Agreement after the Initial Term, Client shall be liable for all compensation due under this Agreement
through the Effective Termination Date.
Any extension of the Agreement shall be made by concluding an Annex hereto.

5.1 - Results Guarantee

In the event that the Closed Partnership KPI or the ROI Improvement KPI outlined in the Statements of Work (SOW) is not achieved
within the period of six (6) months from the Effective Date, BM Digital shall continue to work towards the achievement of the agreed
upon deliverables, free of charge. The Client shall be obligated to pay for the services performed during the period of six (6) months
from the Effective Date without delay. In the event that the Client does not pay the invoices within one (1) week of receipt, BM Digital
shall have the right to cease work on the Client's account until all payments are made. Results Guarantee is dependent on Client
providing BM Digital swift approvals, access to internal analytics platforms like Google Analytics and Shopify, and implementation of
Refersion for affiliate tracking.

6 - BM Digital Representations and Warranties

BM Digital represents and warrants that:

a. it will provide all Services in a professional manner and of professional grade, nature and quality; and
b. to the best of its knowledge, at the time of delivery of all Deliverables, BM Digital creates for the Client are the original
Deliverables of BM Digital.

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 BM Digital shall perform the Services in accordance with the methods prescribed for obtaining the Deliverables as outlined in this
Agreement, utilizing methods based on their deep subject expertise and specialized knowledge in the field. Should the Client interfere
with or modify the processes and methods prescribed by BM Digital during the term of this Agreement, BM Digital shall not be held
responsible for the failure to deliver the agreed upon Deliverables, as such interference or modification would result in a deviation from
the best practices and standards inherent in BM Digital's expertise and experience.
BM Digital's sole and exclusive liability and the Client's sole and exclusive remedy for breach of this warranty shall be as follows:
a. BM Digital shall use reasonable commercial efforts to promptly cure any such breach; provided, that if BM Digital cannot cure
such breach within a reasonable time (but no more than 60 days) after the Client's written notice of such breach, the Client may,
at its option, terminate the Agreement by serving written notice of termination in accordance with the terms of this Agreement
(“Warranty Termination”).
In the event the Agreement is terminated pursuant to a Warranty Termination, BM Digital shall within 7 days after the effective date of
termination, refund to the Client any fees paid by the the Client as of the date of termination for the Service or Deliverables (as defined
below). The foregoing remedy shall not be available unless the Client provides written notice of such breach after the two (2) weeks
from the Effective Date.

7 - Client Representations and Warranties​ ​​ ​

The Client hereby represents and warrants that:​ ​

a. it is duly authorized to enter into and perform this Agreement;
b. all materials provided by the Client to BM Digital, including without limitation logos, artwork, text, privacy and publicity releases,
to be used in the Deliverables and any revisions, modifications, enhancements or other changes made to the Deliverables by
the Client or at the request of the Client do not infringe on any existing patents, copyrights, trademarks or other proprietary
information or contractual rights of any third party; ​ ​
c. all statements, communications, packaging, terminology, marketing copy, claims, and representations made or presented by
the Client or provided to the Client by the Client regarding the Client’s products and/or services are accurate and factual, and
comply with any and all applicable laws, rules, and regulations.
The Client shall immediately notify BM Digital if the Client receives notice of any such infringement claim. The Client shall make every
reasonable effort to investigate the validity of the claim and resolve it. BM Digital shall, at the Client’s reasonable request, discontinue
use of the material until the Client has resolved the dispute. In the event BM Digital is unable to continue work on the Statement of Work
because of an infringement related to material provided by the Client or modifications, enhancements or other changes made by the
Client to BM Digital’s Deliverables, the Client shall so notify BM Digital and the Client shall reimburse BM Digital for all work performed
to the date thereof.
The Client further represents and warrants it has all rights necessary to use the materials provided for BM Digital’s use, including
without limitation, logos, artwork, text, privacy and publicity releases from and for all persons shown in the materials in connection with
the Services and/or the Deliverables, including without limitation, the right to copy, distribute, make derivative works and use such
materials.

8 - Other Warranties and Remedies

BM Digital is providing services “AS IS”, and disclaims any and all warranties, express or implied. THERE ARE NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CLAIM OR DEMAND OF THE
OTHER PARTY MADE DIRECTLY OR AS A RESULT OF THIRD PARTY CLAIMS FOR LOST PROFITS OR FOR INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES. Except for the infringement indemnity in Section 9, BM Digital shall not be liable to the Client for more
than the amount received from the Client for performance of the Statement of Work.

9 - Indemnification

Each party (in such capacity, an “Indemnifying Party”) will, at its expense, defend, indemnify and hold the other party (in such capacity,
an “Indemnified Party”) harmless from any claim, demand, damage, penalty that any materials an Indemnifying Party delivers to an
Indemnified Party to be used in the Services (and for the Client any Deliverables) hereunder infringes the copyright, patent, trademark,
trade secret or other intellectual property right of a third party. Such indemnity will not apply to any portions of the Deliverables that are
provided by the Indemnified Party or to any portions of the Deliverables provided by the Indemnifying Party that are modified by the

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 Indemnified Party or any third party where the Deliverables as provided by the Indemnifying Party would not itself be infringing. The
Indemnifying Party shall make every reasonable effort to investigate the validity of the applicable claim(s) and the parties will cooperate
in good faith to revise the Deliverables to resolve any claimed infringement. In the event BM Digital is the Indemnified Party, if
reasonably requested by the Client, BM Digital agrees to discontinue use of that such Deliverable until the revisions have been made to
the Deliverable or, until the Client determines that, in its sole discretion, it cannot reasonably make revisions that would satisfy the
claim. For the avoidance of doubt, such determination shall be made solely at the Client’s discretion. If the Client is unable to revise the
Deliverable and BM Digital must permanently discontinue use of the Deliverable, the Client shall reimburse BM Digital for the amounts
received from BM Digital for that portion of the Deliverable.

10 - Confidentiality

If the parties have entered into a separate mutual confidentiality and non-disclosure agreement (an “NDA”), then as between the NDA
and this Section 10, the provisions that afford the disclosing party the greatest protection shall apply. The Client and BM Digital hereby
agree that they may provide each other with Confidential Information during the Term of this Agreement. For purposes of this
Agreement, the term “Confidential Information” means all information, material and data of the disclosing party relating to past, present
or future business affairs, including without limitation, customer lists, business plans, marketing plans and designs, bids and pricing
information, software, know how, tools and techniques, research, development, equipment, sales information, products, pricing
information, trade secrets, business plans, financial information, marketing methods and plans, customers, operations and systems
which (i) is labeled or designated in writing as confidential or proprietary, (ii) the party receiving the information is advised is proprietary
or confidential, or (iii) in view of the nature of such information and/or the circumstances of its disclosure, the party receiving the
information knows or reasonably should know is confidential or proprietary. Confidential Information does not include information that
is generally known and published through no fault of the party receiving the information or that has been learned from a third party
entitled to disclose the information or was already known by the party to whom the information was disclosed or was developed by one
of the parties without the use or reference to the Confidential Information of the other party.
Each party hereby agrees that it will use reasonable precautions to assure that the Confidential Information is protected and not
disclosed to unauthorized third parties and that it will not use the other’s Confidential Information for its own purposes or the purposes
of third parties without the prior written permission of the other party. Each party shall safeguard disclosure of such Confidential
Information to the same extent as with its own Confidential Information. At the written request of the party that disclosed the
Confidential Information, the other party shall promptly return or destroy the applicable Confidential Information in its possession or
under its control provided, that a back-up copy of such Confidential Information may be retained as required, and to the extent required,
by law, rule, regulation or internal compliance policies, which retained Confidential Information shall continue to be subject to the
provisions of this Section 10.

11 - Intellectual Property Rights

Except as set forth in Section 10, the Client is, and shall be, the sole and exclusive owner of all right, title, and interest in and to all
Deliverables, documents, work product, computer programs, source code, software products or system design specifications reduced
to writing or other tangible form, and other materials that are delivered to the Client under this Agreement, including any items identified
as such in the Statement of Work (collectively, the “Work Product”), including all patents, copyrights, trademarks, trade secrets, and
other rights and all renewals or extensions thereof and any intellectual property rights therein (the “IPR”); provided, however, that
Confidential Information of BM Digital is not included as a Work Product hereunder. BM Digital agrees that with respect to any Work
Product that may qualify as “work made for hire”, such Work Product is hereby deemed a “work made for hire” for the Client. To the
extent that any of the Work Product does not constitute a “work made for hire”, BM Digital hereby irrevocably assigns to the Client,
without additional consideration, all right, title, and interest in and to the Work Product, including all IPR therein.​ ​​ ​​ ​​ ​​ ​

BM Digital is, and shall remain, the sole and exclusive owner of all right, title, and interest in and to the pre-existing materials specified in
a Statement of Work, all documents, data, know-how, methodologies, software, and other materials, including computer programs,
reports, and specifications, provided by or used by BM Digital in connection with performing the Services, in each case developed or
acquired by BM Digital prior to the commencement or independently of this Agreement, including all IPR therein (the “Pre-Existing
Materials”). BM Digital hereby grants the Client a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable, non-
sublicensable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative
works), import, make, have made, sell, offer to sell, and otherwise exploit any Pre-Existing Materials to the extent incorporated in,
combined with or otherwise necessary for the use of the Work Product solely to the extent reasonably required in connection with the

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 Client’s receipt or use of the Services and Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by BM
Digital.

12 - Credits and Promotional Uses

Notwithstanding anything to the contrary in this Agreement, BM Digital will have the right to use the Deliverables, or any elements
thereof, in BM Digital’s promotional efforts including, without limitation, portfolio use and competition. The Client further agrees to allow
BM Digital to obtain public recognition in connection with the Services through the use of press releases, Internet postings, competition
entries or other communication materials. The Client shall have the right to approve any press release or case study prior to publication.
Such approval shall not be unreasonably withheld by the Client and shall be made in a timely manner.

13 - Non-Solicitation

During the Term and for a period of eighteen (18) months thereafter, the Client and BM Digital agree not to solicit the other’s employees;
provided, however, that (i) the foregoing provision shall not prevent either party from employing any such person who contacts the other
party on his or her own initiative without any direct or indirect solicitation from the hiring party and (ii) the use of an independent
employment agency (so long as it is not directed to solicit such persons), advertisements in publications or other general solicitations
for employment not directed at such persons and the hiring as a result thereof shall not be deemed a violation of this paragraph.

14 - Independent Contractor; No Association

BM Digital is an independent contractor for the Client, and nothing in this Agreement shall be construed as creating an employer-
employee relationship, a partnership, agency relationship or a joint venture between the parties.

15 - Governing Law

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of
California and subject to the exclusive jurisdiction of the federal and state courts located in Los Angeles County, California.

16 - Waiver

No waiver of any breach of any of the covenants, terms or conditions contained in this Agreement shall be construed to be a waiver of
any other breach unless expressly agreed to by the parties in writing. Except as otherwise set forth in this Agreement, no failure to
exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a
waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.

17 - Force Majeure

BM Digital shall not be liable or responsible to the Client, nor be deemed to have defaulted or breached this Agreement, for any failure or
delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from
acts or circumstances beyond the reasonable control of BM Digital including, without limitation, acts of God, flood, fire, earthquake,
explosion, governmental actions and restrictions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts,
riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, disease, lock-outs, strikes or other labor
disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining
supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

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 EXHIBIT A:
STATEMENT OF WORK: INFLUENCER GIFTING

INFLUENCER GIFTING CAMPAIGN

BM Digital will provide influencer gifting services to Client. This includes:

1. Sourcing thousands of targeted influencers monthly based on Client's customer persona and other attributes
(e.g. engagement rate, follower count, gender, geography).
2. Assigning a full-time influencer specialist and team lead for outreach, relationship development and contract
negotiations with targeted influencers to arrange partnerships on Client's behalf.
3. Closing 500 influencer partnerships in total within 6 months, the “Closed Partnership KPI”.
4. Optimizing coverage rate (i.e. content posted by influencers) through application of best practices and
constant A/B testing to increase Client's organic user generated content posted on social media channels
and introduce new consumers to Client's products and services, bringing the target audience into the top of
the marketing funnel.

DELIVERABLES

BM Digital shall deliver the relevant Deliverables associated with this SOW below on a monthly basis:

SOURCED INFLUENCERS

2,000 influencers sourced per month based on agreed upon criteria. BM Digital will work with the Client to analyze
the Client's target customers and other important brand attributes in order to inform the influencer sourcing strategy
The amount of influencers sourced per month will depend on the assumed outreach-to-closed-partnership
conversion rate that BM Digital has observed in Client's industry.

OUTREACH & NEGOTIATION

BM Digital will deploy its expert outreach strategies to secure targeted influencer partnerships. By purchasing new
domains, setting up and warming up new inboxes, BM Digital will ensure high outreach message deliverability. Our
team will carefully craft conversion-optimized agreements and write persuasive outreach messages that are

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 approved by Client. To further enhance response rates, BM Digital will also create multiple variations of outreach
messages to test and optimize said metrics.

INFLUENCER GIFTING PARTNERSHIPS

BM Digital aims to close 500 partnerships in 6 months with hand-picked influencers who align with Client's brand
ethos. During the first month, BM Digital will allocate the first two weeks for setup and fine-tuning of outreach
processes. By focusing dedicated resources on closing partnerships with influencers, BM Digital aims to reach the
6-month closed partnership KPIs. Depending on the influencer package value and product quality, expected
coverage rate might vary between 25-75% over a span of 30 days after the package has been delivered to the
influencer. In the unlikely event that the closed partnership KPIs are not met, the BM Digital team will assess the
reason(s) for drop-off, and propose an Action Plan with next steps to achieve optimal performance. Action Plan may
consist of UGC content creation, whitelisting and ad buying, third-party content campaigns, landing page
optimization, and other growth tactics to drive performance.

REPORTING DASHBOARD

BM Digital will provide Client with a custom reporting dashboard, which functions as a client facing data
visualization tool. The reporting dashboard allows Client to track content posted by influencers, number of sourced
and outreached influencers, open, reply and conversion rates as well as revenue directly attributable to services
rendered by BM Digital (as part of reporting and attribution workstream, BM Digital team will support with
installation of needed apps to track influencer generated revenue).

AFFILIATE SET UP & MANAGEMENT

BM Digital will set up an affiliate program using Refersion on behalf of Client, thoroughly evaluating Client needs and
suggesting the best affiliate partnership management platform to use (if Client does not already have an affiliate
program in place). For any affiliate platform other than Refersion, the BM Digital team will not be able to assist in the
creation of landing pages required to set up the affiliate program.

REACH KPIs

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 Generating a minimum of 2M views on influencer content (Reach).
Generating minimum Media Value of $30,000 on gifting campaigns.
For the purposes of this SOW:
• “Media Value” is defined as content views divided by 1,000 multiplied by a CPM of $40.
• “Reach” is defined as viewable impressions on influencer content on social media networks such as
YouTube, TikTok and Instagram.

INITIATIVES & TIMELINES

INITIATIVE OUTCOME TIMELINE

SETTING UP 1. Finalize onboarding steps (align on sourcing direction, 4 WEEKS

INFRASTRUCTURE FOR product selection, outreach templates, new burner
GIFTING CAMPAIGNS domains)
2. Create and set up project infrastructure (e.g. drive,
reports)
3. Source 2,000 targeted influencers
4. Warmup and activate burner inboxes
5. Outreach 500-1,000 influencers
6. Set up the affiliate program (e.g. discount code, funnel)
7. Close 25-50 influencer partnerships

GIFTING 1. Source 2,000 targeted influencers. 4 WEEKS

SERVICE 2. Outreach 2,500-3,000 influencers.
RAMP UP 3. Monitor and optimize outreach velocity to ensure high
deliverability of outreach emails
4. Launch A/B tests for outreach messages
5. Close 100-150 influencer partnerships

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 6-MONTH 1. Analyze outreach-to-closed-partnership conversion rate, 4 MONTHS
GIFTING KPI DELIVERY adjust sourcing KPIs
2. Source and outreach 2,000+ influencers with optimized
messaging
3. Continue running A/B tests to optimize open rates,
reply rates, and partnership conversion rates.
4. Close 100-150 influencer partnerships/month

NEXT STEPS

TIMELINE ACTIONS

Contract Signing Date Client signs the agreement and pays the first invoice.

24-48 Hours After the Contract BM Digital team sends a welcome email with an onboarding survey and
Signing Date introducing the appropriate team members.

Pre-Onboarding Phase Client completes onboarding survey. BM Digital team takes responses, and
compiles initial draft of Influencer Sourcing Directions, Outreach Messages, and
Shortlist of Influencers for Client Approval

Onboarding Session During a 30min Onboarding Call, BM Digital team walks Client through the
process, aligns on next steps, and shares first drafts with client in the follow-up
email and slack message for review and approval.

Day 1-7 The process of onboarding has finished. BM Digital collects necessary
information from Client.
Client needs to make any edits, leave comments, and approve all onboarding
documents that are sent by BM Digital for review:
• Confirmation for outreach messages
• Confirmation for sourcing direction

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 Day 7-29 BM Digital team prepares for Client’s Gifting campaign launch:
• Set up domains & inboxes
• Warm up new inboxes (lead time - 14 days)
• Sourcing first 2,000 influencers based on approved direction
• Setup attribution, tracking and reporting dashboards
• Begin outreach & start closing first partnerships

Day 30 Official alignment session before Gifting service ramp up

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 EXHIBIT B: STATEMENT OF WORK: UGC Video Ads Content Creation

UGC VIDEO ADS CONTENT CREATION CAMPAIGN

BM Digital will provide UGC (User-Generated Content) Creation services to Client (the “Client”). This includes:
1. Sourcing of targeted influencers to create UGC monthly based on the Client's customer persona and other
attributes (e.g. engagement rate, follower count, gender, geography).
2. Assigning a pod of specialists to lead the influencer sourcing, negotiation and the content production
process on the Client's behalf. The pod will include an influencer sourcing specialist, creative strategist,
client success manager, and project manager.
3. Presenting at least 10 sourced influencers to the Client for approval, of which the top 2 will be selected to
create UGC videos each month.
4. Brainstorming & developing 4 video concepts per month for the Client to select from.
5. Developing 4 unique UGC briefs for the Client to approve which will result in 4 unique UGC videos from
selected influencers.
6. Generating 10 variations of each unique video concept which will result in 40 UGC videos for the Client per
month.
7. Analyzing historical data as well as future data collected in order to optimize the video production process
to generate UGC videos that are higher converting for the Client’s target audiences.
For the purposes of this SOW
• “UGC” means User-Generated Content created by influencers for the sake of promoting Clients products and
services.

DELIVERABLES
BM Digital shall deliver the relevant Deliverables associated with this SOW below on a monthly basis:

SOURCED INFLUENCERS
10 shortlisted influencers sourced per month based on analysis of Client’s brand, competitors, and target market.
BM Digital team only sources “A+” graded influencers that have more than 5,000 followers, at least 3 videos with
over 50,000 views, and an average engagement rate higher than 1%. BM Digital will work with the Client to analyze
the Client's target customers and other important brand attributes in order to inform the influencer sourcing
strategy.

OUTREACH & NEGOTIATION

BM Digital will leverage its influencer database as well as deploy its expert outreach strategies to secure targeted
influencer partnerships. This will be a white glove service and the BM Digital team will handle all contract
negotiations as well as payments to influencers without requiring additional input from the Client.

UGC CONTENT CREATION

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 BM Digital aims to create 240 pieces of UGC video content with hand-picked influencers who align with the Client's
brand or target market. During the first month, the focus will be on developing a deep understanding of the Client’s
brand, competitors, and assets as well as fine-tuning the content creation process. The purpose of the first batch of
40 videos will be to deploy them on ad campaigns on social media platforms such as TikTok in order to test and
analyze their performance. By testing this initial batch of videos, the BM Digital team will be able to determine what
is working and what is not working for the client’s brand and target audience. Armed with that information, the BM
Digital team will be able to further optimize content creation in months 2 - 6 in order to create content that is more
likely to perform well in terms of sales conversions and/or virality.

REPORTING DASHBOARD
BM Digital will provide the Client with a custom reporting dashboard, which functions as a progress tracker. The
reporting dashboard allows the Client to track progress on key tasks as well as quickly identify potential blockers in
the content creation process. If the Client does not already have ad accounts set up, the BM Digital team will guide
the Client in the account setup process. For any affiliate platform other than Refersion, the BM Digital team will not
be able to assist in the creation of landing pages required to set up the affiliate program.

INITIATIVES AND TIMELINE

INITIATIVE OUTCOME TIMELINE

SETTING UP 1. Comprehensive brand audit in order to 1 WEEK

INFRASTRUCTURE develop understanding of target market,

competitors, assets, advertising campaigns,
FOR UGC CAMPAIGNS
and creative performance
2. Set up project management best practices
& processes.

UGC SERVICE RAMP 1. Shortlist 10 influencers. 3-4 WEEKS

UP 2. Develop 4 UGC video concepts to review.

3. Engaging 2 influencer for UGC video
production.
4. Develop 4 unique video briefs & work with
influencers to deliver 4 unique UGC videos.
5. Create 10 variations of each video to deliver
40 optimized UGC videos.

Document Ref: HO7QT-DVXYR-ZODSZ-CQDSB Page 20 of 28

 INITIATIVE OUTCOME TIMELINE

UGC SERVICE 1. Analyze UGC video performance on ad 5 MONTHS

ONGOING accounts, adjust content creation briefs,

influencer selection, processes as
OPTIMIZATION
necessary.
2. Source additional influencers as necessary,
based on performance of previous batch of
UGC videos.
3. Develop additional video concepts and
video briefs based on learnings from
previous batches of videos.
4. Deliver 40 additional UGC videos per month
(2 influencers, 4 unique concepts, 10
variations of each video concept).

NEXT STEPS

TIMELINE ACTIONS

Contract Signing Date Client signs the agreement.

24-48 Hours After the Contract BM Digital team sends a welcome email outlining the next steps.
Signing Date

5 Days BeforeContract Start BM Digital team schedules an onboarding session within a week after the
Date (Pre-Onboarding Phase) contract signing date. The Client will need to complete an onboarding survey
within 2 days after onboarding.

1 Day Prior To Official Contract All Client to dos must be completed.

Start

Official Contract Start Client’s invoice will be sent 5 days prior to the official start date of Service
Date(Onboarding Session) Agreement. The BM Digital team will be added to the project on the contract
start date after the payment has been received.

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 TIMELINE ACTIONS

Day 1-7 The process of onboarding has finished. The BM Digital team collects
necessary information from the client.
• Onboarding survey responses
• Best performing ads
• Library of raw content
• Creative reports with performance data
• Past briefs, scripts, and storyboards
The Client makes any edits, leaves comments, and approves all onboarding
documents that are sent by BM Digital for review:
• Selection of top 2 influencers out of 10 shortlisted influencers
• Selection of top 4 video concepts
• Review and approval of video briefs for 4 top selected concepts

Day 7-29 Prepare UGC campaign launch:

• Once influencers are selected, Client will ship products to influencers so
that the selected influencers can use the products to develop UGC
content.
• BM Digital will work closely with the selected influencers throughout the
video production process in order to ensure that the UGC content
produced is optimized for virality and conversions on TikTok, Meta /
Instagram and YouTube Shorts.
• BM Digital’s best-in-class in-house editing team will further optimize
content developed by influencers in order to further polish and optimize
the video assets to maximize performance and make additional
variations to test.

Day 30 Deliver up to 40 pieces of content per month for use on social platforms
(TikTok, Meta - Facebook/Instagram, Google - YouTube): 4 fully edited pieces of
content with 10 variations each.

Document Ref: HO7QT-DVXYR-ZODSZ-CQDSB Page 22 of 28

 EXHIBIT C: STATEMENT OF WORK: AD BUYING & WHITELISTING

AD BUYING & WHITELISTING CAMPAIGN

BM Digital will provide Ad Buying & Whitelisting services to Client (the “Client”). This includes:

1. BM Digital to conduct a comprehensive audit of Client’s advertising accounts (TikTok, Meta - Facebook &
Instagram, Google - YouTube) to review performance of past campaigns, past creatives, target audiences
2. BM Digital to leverage best practices in order to develop, create, and manage funnel strategy and ad
campaigns on all selected social media platforms (TikTok, Facebook/Instagram, YouTube)
3. BM Digital to leverage UGCs developed in order to launch test campaigns to determine which creatives are
performing best, and to further optimize campaigns to maximize ROAS as well as to inform future UGC
production decisions (e.g., which type of influencers to use, what type of content to create).
4. BM Digital will set up test campaigns to continue testing new UGCs, monitor performance, and provide
feedback to the content creation team in order to help them optimize the UGC creation process.
5. Set up scaling campaigns that leverage best performing UGCs and targeting to maximize sales and
profitability for Client’s brand
6. Closely monitor key metrics such as CPM, CPC, CTR, CPA, ROAS, and Frequency for every creative and
every campaign and continuously leverage data to make improvements to the content that gets produced
and the campaign itself (audiences, targeting options, budgets, etc).
7. Create custom strategies and action plans for content creation and for ad campaigns based on best
practices and based on performance data from your brand’s advertising accounts.
8. Set up testing campaigns for up to 40 new pieces of creatives per month per paid media channel.
9. Identify influencers that would be good candidates for whitelisting ads and launch ads on influencer
accounts
10. BM Digital will continuously analyze campaigns in order to identify opportunities to scale up winners and
scale down losers. We’ll leverage campaign data to inform our media buying decisions (e.g., targeting) as
well as our creative production processes.

For the purposes of this SOW:

• “Ad Spend” means the amounts paid or payable to third party advertising networks as a direct result of BM
Digital’s procurement of advertising space and related services, for the purpose of promoting Client’s
products and services.
• “ROAS” means Return on Ad Spend as reported by Client’s analytics platforms + the individual networks in
the Platform Agreements.
• “CAC” means the Cost to Acquire a Customer as reported by Client’s analytics platforms + the individual
networks in the Platform Agreements.
• “ROI Improvement KPI” means either a 30% reduction in CAC, or a 30% increase in ROAS on the individual
networks where BM Digital is buying media on behalf of Client compared to the CAC and ROAS 30-days
prior to the date BM Digital began buying ads on behalf of Client.

DELIVERABLES

Document Ref: HO7QT-DVXYR-ZODSZ-CQDSB Page 23 of 28

 BM Digital shall deliver the relevant Deliverables associated with this SOW below on a monthly basis:

AD BUYING: SET UP & MANAGEMENT

BM Digital will set up ad buying campaigns on behalf of the Client, on selected social media platforms (e.g., TikTok,
Meta, Google). The initial purpose of these campaigns will be to test UGC creatives in order to collect data and find
winners. As part of the ad buying process, the BM Digital team will conduct a thorough audit of existing ad
campaigns and suggest potential improvements on the ad accounts to optimize performance. If the Client does not
already have ad accounts set up, the BM Digital team will guide the Client in the account setup process. Once initial
optimizations are made and test campaigns are launched, the focus of ad buying will be on continuous monitoring
of campaigns, testing additional creatives and hypothesis, and optimization of ad accounts in order to improve
performance.

WHITELISTING: SET UP & MANAGEMENT

BM Digital will identify 12 potential influencers that would be good candidates for whitelisting ads and, if the
Client’s budgets permit, launch ads on influencer accounts in order to evaluate performance. The BM Digital team
will handle the whitelisting process end-to-end on behalf of the client. From sourcing influencers, to negotiating &
paying them, to connecting their influencer accounts to Client’s ad accounts.

REPORTING DASHBOARD
By default, BM Digital will leverage existing dashboards from social platforms such as TikTok Ads Manager, Meta
Ads Manager, or Google Ads Manager for analysis and reporting. However, if the client has implemented solutions
like TripleWhale or NorthBeam, the BM Digital team will leverage those solutions for reporting instead.

Document Ref: HO7QT-DVXYR-ZODSZ-CQDSB Page 24 of 28

 COMPENSATION, FEES AND EXPENSES

• For the monthly INFLUENCER GIFTING SERVICES, performed by BM Digital for Client, the Fee owed by Client
to BM Digital is fixed at $2,000 USD monthly for the Initial Term and $2,000 USD monthly for any applicable
Renewal Terms detailed in Terms of Agreement.
• For the Growth Marketing Services performed by BM Digital for Client, the Fee owed by Client to BM Digital
is fixed at $5,000 USD + 15% of Ad Spend monthly for the Initial Term and $5,000 USD + 15% of Ad Spend
monthly for any applicable Renewal Terms detailed in Terms of Agreement.

TERMS OF AGREEMENT

This Agreement shall commence on the latter of the two signature dates below, and last for an initial term of six (6)
months (the “Initial Term”). This Agreement shall automatically renew every six (6) months for another six (6) month
term unless terminated by either party (the “Renewal Term”).
In order to prevent automatic renewal, Client or BM Digital must provide written notice to the counter-party at least
thirty days prior to the end of the Agreement term.
Should Client decide to terminate this contract and prevent auto-renewal, all monies owed to BM Digital by Client for
services performed over the duration of this contract will be due to BM Digital in a final invoice at the end of this
contract.

PAYMENT TERMS

At the time of Agreement execution, Client agrees to submit payment via Credit Card covering the first month of
service in order for BM Digital to begin the work outlined above. Payment for the first month of service is required
prior to BM Digital commencing the SOW on Client's campaign.

BILLING AUTHORIZATION

I, on behalf of Client, agree to pay $7,000 which covers the first month of payment for services beginning the date
the onboarding call is scheduled.
After the initial payment covering the first month of service, I authorize DTC GLOBAL MANAGEMENT LTD to charge a
selected payment method each following month on the first day of the month for the life of the agreement.

Document Ref: HO7QT-DVXYR-ZODSZ-CQDSB Page 25 of 28

 The parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the
Effective Date.

IN WITNESS THEREOF,

BM Digital Client

By: Zackarias​Castle​ By: Bradford Stephens

Title: Account Executive​ Title: CFO

Billing Details: Billing Details: WRAY INC

DTC GLOBAL MANAGEMENT LTD ​ USA
Registration No.: HE 422448 Registration No / EIN:
​ 83-0650629

Invoicing email: finance@bmdigital.io Invoicing email: billing@wray.nyc

Date: 2023-09-27 Date: 2023-10-02

Signature: Signature:

Document Ref: HO7QT-DVXYR-ZODSZ-CQDSB Page 26 of 28

 PRICING SUMMARY

Six (6) Month Initial Term

Growth Marketing Team Price $5,000.00 / month

+ Campaign Management
+ Data & Analytics
+ Creative Strategy

Ad Spend Budget (Billed Monthly)

<$50k/mo in ad spend: 15%

$50k-$100k/mo in ad spend: 12.5%
$100k-$200k/mo in ad spend: 10%
$200k-$500k/mo in ad spend: 7.5%
$500k-$1.5m/mo in ad spend: 5%
$1.5m+/mo in ad spend: 3.5%

Increase RoAS/Decrease CAC by 30% [Guaranteed]

No percentage of ad spend will be charged for the first 30 days the ads are running.

Quantity 1 Total $5,000.00 / month

Influencer Gifting Price $3,000.00 / month

“500 Partnerships Per 6 Months” Package Discount $1,000.00
+ 100 Free Gifting Partnerships

Quantity 1 Total $2,000.00 / month

Whitelisting Price $500.00 / month

Up to 12 Whitelisted Influencers Discount $500.00

Quantity 1 Total $0.00 / month

Static Creatives Price $500.00 / month

60 Static Creatives Discount $500.00
+ 60 Additional Free Static Creatives

Quantity 1 Total $0.00 / month

Document Ref: HO7QT-DVXYR-ZODSZ-CQDSB Page 27 of 28

 UGC Videos Price $5,000.00 / month
240 UGC Videos Discount $5,000.00

Quantity 1 Total $0.00 / month

Monthly Total $7,000.00

You Save $7,000.00

Document Ref: HO7QT-DVXYR-ZODSZ-CQDSB Page 28 of 28

Signature Certificate
Reference number: HO7QT-DVXYR-ZODSZ-CQDSB

Signer Timestamp Signature

Zackarias Castle
Email: zackarias@bmdigital.io

Sent: 02 Oct 2023 16:58:41 UTC

Signed: 02 Oct 2023 16:58:42 UTC
IP address: 179.1.195.19
Location: Santa Marta, Colombia

Wray Serna
Email: wray@wray.nyc
Shared via link

Sent: 02 Oct 2023 16:58:41 UTC

Viewed: 02 Oct 2023 17:18:11 UTC IP address: 74.73.225.97
Signed: 02 Oct 2023 17:19:44 UTC Location: Brooklyn, United States

Document completed by all parties on:

02 Oct 2023 17:19:44 UTC

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