Exhibit 10.9


  


Addendum
to Master Franchise Agreement 


 


This
is an Addendum (“Addendum”) to the Master Franchise Agreement dated November 20, 2018 executed on November
29, 2018 by and between the following:


 


Smaaash
Entertainment Private Limited, company incorporated under the provision of the Companies Act, 1956, having its Registered
Office at 2nd Floor, Trade View Building, Oasis Complex, P.B. Marg, Lower Parel, Mumbai 400013 (hereinafter referred
to as “Franchisor/Smaaash India” which expression shall unless be repugnant to its context or meaning thereof
shall include its assign) of the First Part;


 


And


 


Smaaash
Entertainment Inc., formerly known as I-AM Capital Acquisition Company, a company incorporated in the United States of America,
having its office at 1345 Avenue of the Americas, 11th floor, New York, 10105 (hereinafter referred to as “Franchisee”
which expression shall unless be repugnant to its context or meaning thereof shall include its assign) of the Second Part.


 


Smaaash
India and the Franchisee shall be individually referred as ‘Party’ and collectively as ‘Parties’ in this
Agreement. 


 


WHEREAS: 


 


		A.	Smaaash
                                         India and the Franchisee have entered into a Master Franchise Agreement on November 20,
                                         2018.



 


		B.	In
                                         consideration of the mutual covenants between the Parties, both the Parties have agreed
                                         to amend and incorporate few clauses of the Master Franchise Agreement.



 


		C.	The
                                         Parties have agreed to enter into this Addendum on following terms and conditions.



 


NOW,
THEREFORE, the Parties agree as follows:


 


		1.	The
                                         defined term “Franchisor” referred to Smaaash Entertainment Private Limited
                                         in the Master Franchise Agreement shall stand replaced and now be referred as “Franchisor/Smaaash
                                         India”.



 


		2.	Smaaash
                                         India is engaged in the business of running gaming and entertainment centers and operates
                                         its business under the brand name “Smaaash” in India and abroad. Smaaash
                                         India is the sole owner of the brand “Smaaash”.



 


		3.	Smaaash
                                         India grants exclusive rights to the Franchisee to set up family and entertainment centres
                                         under the name – “Total Sports Centre” in United States of America
                                         in which 51% of the investment shall be borne by the Franchisee and 49% by Smaaash India
                                         for each such Centres. 



 


		4.	Smaaash
                                         India shall be solely responsible for identifying the locations for setting up, managing
                                         and controlling the Total Sports Centres and shall carry out all the fit out requirements
                                         for the same. The Franchisee shall not be entitled to set up any new Centres without
                                         consulting with, and obtaining the prior written consent from Smaaash India. 



 






     


     


    

 


		5.	Total
                                         Sports Centres can use the brand “Smaaash” so long as Smaaash India is in
                                         charge of management control of these centers.



 


		6.	The
                                         Landlord of each location of the Centre shall provide a Tenancy Improvement Allowance
                                         (TIA) of $60 per square feet to the Centres.



 


		7.	The
                                         Games and other equipment required to operate Total Sports Centres shall be supplied
                                         by the Smaaash India and intimated to the Franchisee. All costs in relation to shipping
                                         of the Games and traveling, lodging, boarding for the Smaaash India’s staff in
                                         relation to the installation of the Games shall be borne by the respective Centre.



 


		8.	All
                                         the management team for these centers will be appointed by Smaaash India on such terms
                                         and conditions as deem fit for Smaaash India.



 


		9.	Smaaash
                                         India will get 3% of the net revenue for each centre, subject to conditions to be confirmed by the parties..



 


		10.	All
                                         other terms and conditions of the Master Franchise Agreement, shall remain unchanged
                                         and in force unless contradicting with this Addendum. In case of any contradiction with
                                         the clauses of Master Franchise Agreement and this Addendum the clauses of this Addendum
                                         shall prevail.



 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first above written. 


 


	 	SMAAASH
    ENTERTAINMENT PRIVATE LIMITED
	 	 	 
	 	By:	 /s/
    Shripal Morakhia
	 	 	 
	 	Name:  	 Shripal
    Morakhia
	 	 	 
	 	Title:  	 
	 	 	 
	 	I-AM
    CAPITAL ACQUISITION COMPANY
	 	 	 
	 	By:	 /s/
    F. Jacob Cherian
	 	 	 
	 	Name:  	 /s/
    F. Jacob Cherian
	 	 	 
	 	Title:  	 Chief
    Executive Officer