Exhibit 10.3b


 


ENDORSEMENT
AND LICENSE AGREEMENT


 


This
Endorsement and License Agreement (the “Agreement”), effective as of the date on which the first Guaranteed Payment
set forth in 5.a. is tendered to Furnisher (the “Effective Date”), is made by and between Serious Promotions, Inc.,
a Florida corporation (“Furnisher”), f/s/o Khaled Khaled, professionally known as DJ Khaled (“Talent”),
c/o Sedlmayr & Associates, P.C., 489 Fifth Avenue, 30th Floor, New York, NY 10017 and Khode, LLC, a Delaware limited
liability company with offices located at 38246 North Hazelwood Circle, Cave Creek, AZ 85331 (“Company”). Furnisher
and Company may be referred to herein collectively as the “Parties” or individually as a “Party.”


 


WHEREAS,
Endexx Corporation, a Nevada corporation (“Endexx”), among other activities, is in the business (the “Endexx
Business”) of developing, producing, manufacturing, selling and commercially exploiting certain CBD-related products (excluding
hair care products (but including scalp treatments)) (the “Products”) and has formed CBD Unlimited , Inc. a Nevada
corporation (“CBDU”) in its efforts to further the Endexx Business; and


 


WHEREAS,
for purposes of this Agreement, the capitalized term “CBD” shall mean the ingredient , Cannabidiol, a derivative of
hemp, (i.e. the plant Cannabis sativa L.), and any part of that plant, including the seeds thereof and all derivatives, extracts,
cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol (“THC”)
concentration of not more than 0.3 percent on a dry weight basis; and


 


WHEREAS,
CBDU has caused the Company to be formed, organized and established, and, concurrently with the execution of this Agreement, CBDU,
Furnisher and Impact Brokers are executing a LLC Operating Agreement of the Company (the “Operating Agreement”)
setting forth the rights, powers and obligations of such parties as Members of, and with respect to, the Company (each of such
parties, a “Company Member”); and


 


WHEREAS,
the intent of the Company Members in forming, organizing and establishing the Company is for the Company to source ingredients,
produce, manufacture, distribute, market, and sell Talent-endorsed Products (each, a “Branded Product”) under
the brand “KHODE” (the “Brand”); provided, however, for so long as Furnisher is a
Company Member, the term “Branded Product” shall not include, nor may the Company source ingredients, produce, manufacture,
distribute, market, and/or sell any Branded Product constituting a hair care product (provided, that skin treatments produced,
intended or marketed as a scalp treatment (and not as a shampoo) shall not be deemed a “hair care product”); and


 


WHEREAS,
Talent is a widely renowned celebrity with a worldwide fan base; and


 


WHEREAS,
Company was formed by Furnisher and CBDU for the production manufacture, distribution, marketing and sale of Talent-endorsed Products
(“Branded Product”) to be developed by the Parties under the brand “KHODE” (“Brand”), which
Brand (including without limitation the trademarks therein) and development formula and process (“Process”) of the
Branded Product are owned by Company; and


 


WHEREAS,
Company desires to engage Furnisher to license to Company during the Term (as defined herein below) the use of Talent’s
name, image, likeness, voice, statements, professional name (including, without limitation, the trademark “DJ Khaled”)
and biography (collectively, “Talent Properties”), subject to Furnisher’s approval of all of the aforementioned,
and grant the right to utilize Talent’s “Services” (as defined below), solely in connection with and to promote
the Branded Product and the Brand via a marketing and promotional campaign which shall be approved by both Parties (the “Campaign”)
as set forth herein;


 




    	 



     


    

 


WHEREAS,
Furnisher has agreed to grant to Company the right to use the approved Talent Properties and the approved Talent’s Services
herein during the Term (as defined below) solely in connection with the Campaign on the terms and conditions as set forth herein;
and


 


WHEREAS,
capitalized terms not defined in this Agreement shall have the meanings assigned to such terms in the Operating Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.
Term: The term of this Agreement shall commence on the date hereof and will continue for the duration of the Operating
Agreement (defined herein), subject to earlier termination as set forth in Section 16 hereof.


 


2.
Services. Subject in each instance to (i) Furnisher’s and/or Talent’s written approval (not to be unreasonably
withheld or delayed) and (ii) Talent’s schedule and professional commitments, availability and then current location, and
(iii) COVID19 (as determined by Talent), during each of the first five (5) years of the Term (“Initial Service Term”),
Furnisher shall make Talent available, and/or shall cause Talent to perform, each of the services set forth below (collectively,
the “Services”) in connection with the Campaign. Company will give Furnisher at least thirty (30) days prior written
notice with respect to each of the intended Services contemplated hereunder. The Services may be rendered remotely and/or virtually
at Talent’s election during the duration of the COVID19 pandemic as determined by Talent. Furnisher shall cause Talent to
perform the Services as set forth herein on a part-time and non- exclusive basis. Furnisher shall reasonably, and shall cause
Talent to reasonably, characterize Talent as a supporter of the Brand and the Branded Product, in a manner reasonably determined
by Furnisher and Talent. The Parties agree to work together to coordinate the dates, times, locations (as applicable and subject
to the provisions herein) and other material aspects of approved Services, subject to the provisions herein. During the 12-month
period preceding the end of the Initial Service Term, the Parties will negotiate in good faith regarding Furnisher’s and
Talent’s rendering additional services, if at all, for during additional periods during the Term, as well as the amount
of any Guaranteed Payment during such additional periods.


 




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a.
Type of Services. During each year of the Initial Service Term:





 


i.
Production Days. Up to two (2) production days (the “Production Days”), not to exceed eight (8) consecutive
hours each (excluding any reasonable breaks and travel time and preparation time for so-called “glam” (i.e., hair,
make-up, wardrobe and styling). Such Production Days may be remote at Talent’s election and may include as approved by Talent,
without limitation, a reasonable number of still photo shoots (not to exceed 20), video shoots (including, but not limited to,
non-scripted, b-roll and behind the scenes footage), recording of sound bites and voice- over recordings, production of public
service announcements and social responsibility themed creative, and on-site media interviews), all as mutually approved by the
Company and Talent and pursuant to a mutually approved marketing plan and marketing budget. The Company will have the right to
use all results of such production days in all approved media (now known or hereafter devised, and including, without limitation,
television programming), provided, that such results have been previously approved by Furnisher.


 


		ii.	Personal
                                         Appearances.



 


		1.	Up
                                         to two (2) mutually approved personal appearances or performances (the “Personal
                                         Appearances”), not to exceed 30 minutes each, (excluding any hair, grooming and
                                         makeup time, wardrobe periods, reasonable breaks, and travel time) at events mutually
                                         determined and approved by Company and Furnisher (e.g., media appearances, meet and greets
                                         of no more than 15 people, virtual appearances, etc.).



 


		2.	A
                                         minimum of three (3) appearances at retail and distributor meetings or other corporate
                                         related events (“Influencer Events”), for a minimum of 30 minutes per Influencer
                                         Event excluding travel time and preparation time for so-called “glam” (i.e.,
                                         hair, make-up, wardrobe and styling) (dates and locations to be determined and subject
                                         to approval) at Company’s reasonable cost and expense.



 


		3.	Up
to two (2) real-time video appearances (“Zoom Videos”), not to exceed 5 minutes each. Zoom Videos shall include sales
meetings and corporate conferences, as mutually determined



 


		4.	Reasonable
mutually agreed press with media outlets/press to be approved by Talent in each instance, all details to be mutually determined
by the Parties.



 


		5.	Until
                                         such time as the COVID-19 pandemic has abated in the United States to an extent such
                                         that Talent feels reasonably comfortable in Talent’s sole discretion with making
                                         in-person appearances at public events, all of the Services, including without limitation,
                                         personal appearances will be virtual and all production will be executed remotely from
                                         locations determined by Talent, including Talent’s home.



 




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iii.
Social Media. During each month of the Initial Service Term, and in accordance with a schedule to be mutually coordinated
by the Parties (subject to Talent’s prior bona-fide professional commitments), Talent shall provide no less than eight (8)
Instagram posts and eight (8) Instagram stories (collectively the “Posts”), to be mutually approved by Company and
Talent (and in Talent’s own “voice”) prior to publication each of which Posts will shared on the other owned/controlled
personal social media channels (including, without limitation, Twitter, Facebook, Instagram, and such other pages/channels as
are developed/popularized during the Initial Service Term which are then utilized by Talent) (with the dates thereof to be confirmed
and mutually approved by the Parties in advance) (collectively, “Personal Promotion”) regarding the Campaign and Products..
Talent shall use official links to Brand content in the Personal Promotion as requested by Company, shall tag @brand (or other
@ mention) as requested by Company, and shall clearly and conspicuously disclose Talent’s affiliation with Company in such
Personal Promotion pursuant to FTC Guidelines (e.g., #ad). Talent shall remove/delete any such Personal Promotion (if removable)
upon Company’s written request, and Company shall be permitted to re-Tweet and otherwise promote and use such Personal Promotion
in the Materials hereunder as mutually determined and approved solely with respect to the Campaign in accordance with this Agreement.
Further, Company may, in its sole discretion, ‘‘whitelist” the Personal Promotion on the relevant social media
channel, which, for clarity, includes the right for Company to pay relevant social media channels to put Personal Promotion at
the top of users’ feeds. In addition, Furnisher grants Company the right to amplify or boost Talent’s posts on Facebook
during the Initial Service Term. In addition, Company shall have the right to tag Talent’s name and social media handle
on all Company owned and/or controlled social media handles (including, without limitation, Twitter, Facebook, YouTube, Instagram,
TikTok, Triller, and such other pages/channels as are developed/ popularized during the Term, etc.).


 


iv.
Presentation Videos. During the Initial Service Term, Talent shall participate in two (2) mutually approved presentation
videos (“Presentation Videos”), to be shot on Talent’s cell phone and delivered to Company within forty-eight
(48) hours of Talent shooting such Presentation Videos. Each Presentation Video shall be defined as a [:X-:X] second Talent made
video for Company for use during the Term during promotional meetings with sales force, internal stakeholders, etc. and with key
constituents.


 


v.
Drops. Talent shall record a mutually agreed upon number of video and audio drops (“Vocal Drops”) for Company
during each year of the Initial Service Term for use in connection with either radio or account messages with respect to the Campaign,
the content of which to be mutually approved,.


 


vi.
Quote. As reasonably requested by Company during the Initial Service Term, Furnisher shall cause Talent to provide a reasonable
number of quotes (not to exceed 14 per year unless otherwise agreed) (“Quotes”) regarding Talent’s connection/
experience with Company and the Product. As reasonably requested by Company during the Initial Service Term, Furnisher shall cause
Talent to participate in various mutually agreed consultation and collaboration sessions/correspondences with Company via telephone,
tele- or video-conference, email (or similar media) in connection with Talent’s Services hereunder and the creation/use
of the Materials. subject to Talent’s schedule.


 




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vii.
Press Release. Any press release to be issued in connection with the Campaign shall be subject to the mutual approval of the Parties;
provided, however, notwithstanding anything to the contrary provided in this Agreement or the Operating Agreement, no approved
press release of or by the Company CBDU or Endexx shall be issued or disseminated in any form or media mentioning Furnisher, Talent
or this Agreement prior to Furnisher’s receipt of the first Guaranteed Payment pursuant to paragraph 5.a.


 


b.
Availability.. Furnisher will use reasonable efforts to provide Company with at least thirty (30) days prior notice of
any period during which Talent will be unavailable to render services hereunder for any consecutive 1 month period during the
Initial Service Term. In the event that Talent is unavailable to provide Talent’s Services on a particular date requested
by Company (for permitted reasons hereunder), Furnisher shall use its reasonable efforts to promptly provide Company with two
(2) alternate dates, both within 2 months of the date requested by Company, on which he will be available to provide Talent’s
Services. All approved Services are to be mutually scheduled subject to Talent’s schedule (dates, times, locations (as applicable).


 


i.
Notwithstanding the foregoing, during the Initial Service Term, the Parties may mutually agree in writing to substitute any of
the aforementioned Services or deliverables in this Agreement for a different mutually approved service or deliverable of reasonably
equal value as determined by Company and Talent.


 


ii.
Company must notify Furnisher in writing of any unfulfilled deliverables or Services at least ninety (90) days prior to the end
of each year of the Initial Service Term or such deliverables and/or Services shall be waived.


 


c.
Materials. During the Initial Service Term, Company shall have the right, but not the obligation, to create, from the footage,
photographs and behind-the-scenes footage of Talent’s services during the Production Days a mutually agreed upon number
of advertising, promotional, marketing, publicity, public relations materials (including, without limitation, b- roll) related
to the Branded Product (collectively, the “Materials”) all of which Materials and the intended uses thereof are subject
to Talent’ written approval in each instance.


 


3.
Usage.


 


a.
Permitted Media. During the Term of the Agreement, the approved Materials may be used for approved advertising, marketing
and promoting solely the Branded Products, anywhere in the world in the manner, or and media (whether now known or hereafter devised)
approved by Furnisher and/or Talent and pursuant to a mutually approved marketing plan (which including, without limitation, which
may include social media; new media (including, without limitation, mobile media, podcasts, etc.); and PR media; (collectively,
the “Media”) and, mutually approved marketing budget. All Media uses will be subject to Talent’s approval in
each instance, provided, that once any Materials or Media have been approved by Talent, the Company may make subsequent or additional
similar uses of such approved Material in such similar approved Media without seeking additional approvals from Talent, however
if the Company intends to use any Material approved for a particular use for a different use or Media, the Company will have to
the Material for approval as set forth in this Agreement.


 




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b.
Internal Uses. In addition, at any time during and/or after the Term of the Agreement, the Materials may be used e by Company
solely for intra-company, research, award, file and/or reference purposes and an “archive” section on Company websites
(collectively, “Internal Uses”).All costs and expenses of manufacture, advertising, promotion, samples, packaging,
stickers, labels, tags and other costs and expenses related to the manufacture, sale, distribution, advertising, and promotion
of Branded Products and in connection with the Campaign shall be borne solely by Company.


 


c.
Furnisher shall have the right to review and approve the Branded Products and all uses of Branded Products, including, without
limitation: (i) concept; (ii) rough artwork; (iii) final artwork; (iv) prototype samples; (v) production samples and (vi) packaging.
To the greatest extent possible, all materials submitted to Furnisher for review and approval shall be submitted electronically,
in such format as may be requested by Furnisher, unless otherwise requested by Furnisher or mutually agreed by the parties. If
Furnisher does not respond in writing within ten (10) business days after receipt of such materials for approval, then such materials
shall be deemed approved. The Company shall make any changes requested by Furnisher as soon as reasonably practicable and re-submit
revised materials to Furnisher for approval and Furnisher will have five (5) business days from receipt of each such re-submission
to approve or disapprove such material. If Furnisher does not respond within any such five (5) day period, such resubmitted materials
shall be deemed approved.


 


d.
Prior to the publication, posting, public distribution or use of any advertisement or other marketing and/or promotional material
(each, an “Advertisement”) which is intended to be used in conjunction with the sale or distribution of Branded Products,
Company shall submit the Advertisement to Furnisher for written approval. If Furnisher has not responded in writing within ten
(10) business days after receipt of a proposed Advertisement for approval, then such Advertisement shall be deemed approved. The
Company shall make any changes requested by Furnisher as soon as reasonably practicable and re-submit revised Advertisement to
Furnisher for approval and Furnisher will have five (5) business days from receipt of each such re-submission to approve or disapprove
such Advertisement. If Furnisher does not respond within any such five (5) day period, such resubmitted Advertisement shall be
deemed approved.


 


e.
Once an Advertisement has been approved, Company need not submit variations of that Advertisement for re-approval when such variations
are not substantive or for use in a similar medium; provided, however, that any substantive changes to the Advertisement or intended
use in a different medium must be approved in each instance in advance pursuant to this Section.


 


f.
Company acknowledges that, if Branded Products manufactured and sold by Company are of inferior quality in quality, material and/or
workmanship or dangerous for use, then the substantial goodwill which Furnisher has built up and now possesses in the Branded
Property will be impaired and Furnisher and Talent will have been irreparably damaged. Accordingly, Company shall ensure that
the Branded Products are of the highest quality standard and appearance and as shall be suited to their exploitation. and best
advantage and safe for use, and Company warrants to Furnisher that all Branded Products will maintain the high standards, appearance,
and quality of the approved prototype samples and safe for use. If there is a substantial or material departure from the approved
sample of Branded Products made and/or distributed by or on behalf of Company or are unsafe, then Furnisher shall have the right,
in the reasonable exercise of its sole and absolute discretion, to withdraw the approval of such Branded Products by written notice
thereof to Company, in addition to its other rights and remedies.


 




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4.
Post-Term. At the end of the Term, Company shall cease use of any Materials and the Campaign and shall remove any Materials
from Company’s website and other controlled sites within thirty (30) days following end of Term; provided, that Company
does not have the obligation to remove Material from social media platforms following the Term; provided, further, that Company
does not run any paid media to support/promote such Materials on the social media platforms following the Term. The Parties acknowledge
that any unauthorized use (e.g., use beyond the Term, outside the Media, etc.) by third parties (including, without limitation,
wholesalers or retailers) of Materials disseminated or distributed by Company in accordance with this Agreement shall not constitute
a breach by Company hereunder provided Company verifies that it has timely instructed such third parties of the applicable restriction
under this agreement and to cease use and take down Materials. Upon termination or expiration of Company’s rights hereunder
pursuant to the Operating Agreement or this Agreement, Company shall have the right to sell off any Branded Product in its inventory
for a period of ten (10) months following the effective date of such termination. Company shall not manufacture excess inventory
in anticipation of any sell-off and shall pay any Fee payment due to Furnisher during such sell-off.


 


5.
Compensation.


 


a.
In consideration of the Services rendered and rights granted herein, in addition to receiving a membership interest in the Company
and attendant payments as provided in the Operating Agreement, during each year of the Term, the Company shall pay Furnisher the
following amounts on the dates indicated in the form of a guaranteed payment (each, a “Guaranteed Payment”) in immediately
available funds wire transferred to the bank account set forth in Exhibit A to this Agreement (which Exhibit may be amended upon
written notice given to Furnisher at any time during the Term, provided, however, that any such amendment to Exhibit A shall only
become effective ten (10) Business Days following the date of such notice:


 


	Payment
    Due Date	 	Amount
    of Payment	 
	 	 	 	 
	14
    calendar days following the execution of this Agreement	 	$	500,000.00	 
	April
    1, 2021	 	 	250,000.00	 
	July
    1, 2021	 	 	250,000.00	 
	October
    1, 2021	 	 	250,000.00	 
	January
    1, 2022	 	 	250,000.00	 
	April
    1, 2022	 	 	250,000.00	 
	July
    1, 2022	 	 	250,000.00	 
	October
    1, 2022	 	 	250,000.00	 
	January
    1, 2023	 	 	250,000.00	 
	April
    1, 2023	 	 	250,000.00	 
	July
    1, 2023	 	 	250,000.00	 
	October
    1, 2023 and October 1, 2024	 	 	500,000.00	 
	January
    1, 2024 and January 1, 2025	 	 	500,000.00	 
	April
    1, 2024 and April 1, 2025	 	 	500,000.00	 
	July
    1, 2024 and July 1, 2025	 	 	500,000.00	 



 




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b.
Each Guaranteed Payment shall be due and payable on its respective Payment Date, provided, that if any Payment Date falls on a
day that is not a Business Day, then the applicable Guaranteed Payment shall be due on the next Business Day. Furnisher is under
no obligation to provide the Company with any invoice or notice with respect to a Guaranteed Payment and the failure to make a
Guaranteed Payment on or prior to its Payment Date shall be deemed a material breach of this Agreement for which Furnisher shall
have the right, upon no less than five Business Days’ prior notice to the Company (a “Payment Failure Notice”)(and
without the Company having any right to cure), to terminate this Agreement, cease to perform any of the Services and terminate
the License granted hereunder; provided, however, the Company shall have a ten (10) month sell-off period to sell
any inventory of Branded Products as of the date of such notice of termination.


 


c.
Prior to February 1, 2025, the Parties hereto will conclude negotiations in good faith regarding (i) the amounts and payment dates
for Guaranteed Payments following September 30, 2025 and (ii) the extent of Furnisher’s and Talent’s services under
this Agreement following September 20, 2025. In the event that the Parties are unable to come to agreement with respect thereto
by February 1, 2025, then Furnisher and Talent may (in Furnisher’s and Talent’s sole discretion) either elect, by
written notice to the Company (x) to extend the Term for a two year period commencing as of October 1, 2025 (and, if so extended,
for addition 2-year periods thereafter by written notice to the Company on or before February 1, 2027, February 1, 2029, and so
on), provided, that the Company continues to pay the Guaranteed Payments that the Company was required to tender to Furnisher
in the last year of the Term (i.e., $500,000 on each October 1st, January 1st, April 1st and July 1st of each year during such
extension term(s)), with Furnisher and Company having all rights under this Agreement during any such extension term(s), including
without limitation, Furnisher’s right to terminate this Agreement due to the failure to pay a Guaranteed Payment when due,
or (y) to cease rendering further Furnisher’s or Talent’s respective services obligations under Section 2 hereof without
liability and terminate Furnisher’s and Talent’s obligations under Section 6 hereof without liability as of September
30, 2025, provided, that, if Furnisher and Talent elect pursuant to clause (y) above, such termination will not affect Furnisher’s
rights under the Operating Agreement, and Company will no longer have the right to utilize Furnisher’s name, trademarks,
logos or the Talent Properties (or any other identifiers of Furnisher or Talent) or the Materials or any elements thereof or any
other footage, content or assets furnished or created hereunder or any marketing and/or promotional materials (including without
limitation social media posts) or create any marketing or promotional materials which include any reference to Furnisher or Talent
or any Talent Properties (or any other identifiers of Furnisher or Talent) or are derived from the Materials in connection with
the Branded Product, the Campaign or otherwise after the final day of the applicable ten (10) month sell off period without Furnisher’s
prior written consent. For the avoidance of doubt, if Furnisher and Talent elect to cease rendering and terminate Furnisher’s
and Talent’s respective Services as aforesaid, any such cessation or termination will not relieve Company of its obligations
to comply with the applicable restrictions hereunder and will not relieve the Parties of their obligations which would survive
the termination of this Agreement (including, without limitation, confidentiality, warranties, representations and indemnities).


 




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6.
Exclusivity. During the Term, Talent will not promote, launch or endorse any other Product (collectively, “Competitive
Products’) other than for Company,. Notwithstanding the foregoing, Talent may (a) perform at any show, venue, concert, or
festival named for or sponsored by a competing company and/or Competitive Product, any division or affiliate of a competing company
or in which a competing company’s or any division or affiliate of a competing company’s or any Competitive Products’
logo appears; (b) appear or perform in any motion picture, television, radio, theatrical production, award shows or other programs
(including, without limitation, walking the red carpet at award shows and premiers) sponsored by a competitor or in which a Competitive
Product or logo appears and appear in music videos and/or photographs of and/or with other artists affiliated with a competitor
or any division or affiliate of a competing company or in which Competitive Products’ or competing company’s logos
appear; and (c) Talent has the right to market and promote Talent’s music, tours and any tour-related sponsors, including,
without limitation, launching new campaigns and assets in connection therewith regardless of sponsor, whether in connection with
Competitive Products or not.


 


7.
SAG-AFTRA. Each of Company and Furnisher acknowledges and agrees that Talent is a member of SAG-AFTRA. All permitted and
approved television and/or radio commercial materials produced by, or on behalf of, Company hereunder featuring Talent for use
in the Campaign shall be a union production and all fees Company might owe to Talent pursuant to union rules and regulations,
including session, overtime, wardrobe and fitting fees and travel time, and all holding, use and integration fees as required
by any applicable union (but not to include any union-required pension and welfare/health contributions) shall be paid at scale
and shall be applied as a credit against the Guaranteed Payment payable by Company to Furnisher hereunder and allocable to the
services of Talent for filming television and radio commercials (and the use and broadcast thereof), if any. If services related
to the production of any television or radio commercial(s) trigger pension or welfare/health contributions under an applicable
guild agreement, eighty percent (80%) of the fees paid to Furnisher pursuant to this Agreement will be allocated to services covered
by the SAG-AFTRA Commercials Contract or other applicable guild agreement (the “Guild Agreement”) and Company shall
make such required pension and welfare/health contributions required by such Guild Agreement as and when due, and calculated solely
on the amount paid or payable to Furnisher on behalf of Talent; such amounts paid by Company as required by an applicable Guild
Agreement (including pension and welfare/health contributions) shall be applied as a credit against the Guaranteed Payment.


 




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8.
Expenses. If, in connection with any approved Services, hereunder, Talent agrees to travel to a location not located near
Talent’s residence (or then-current location), Company shall pay for or reimburse Furnisher and Talent for Furnisher’s
and Talent’s reasonable travel expenses in connection with the rendering of such Services, (including, without limitation,
(a) travel expenses if Talent agrees to travel (e.g., private plane if the location of such Services is not located within 50
miles of Talent’s residence or then-current location), 5 star accommodations and first class SUV ground transportation and
(b) so-called “glam” (i.e., hair, make-up, wardrobe and styling) and related expense) (“Glam”). All such
travel and Glam expenses, and all related “glam” (i.e., hair, make-up, wardrobe and styling) and related expenses,
will be subject to a travel budget, which must be agreed upon by the parties at least ten (10) days in advance of such travel,
the rendering of such applicable Service. It is agreed that neither Furnisher nor Talent will be obligated to render any Services
until such travel and Glam costs are mutually agreed upon by the Parties.


 


9.
Confidentiality. The Parties agree that neither Party nor Talent will disclose (including, without limitation and by way
of example, via text messaging, blogging or communicating in any way via Twitter, Facebook, Instagram or any other social networking
website, tool or device, etc.) any trade secrets or confidential business or personal information of either Party or Talent (including
without limitation tour and release schedules) to any third parties, including but not limited to any content of any advertising
(including, without limitation, any scripts, copy, storyboards, etc.) that have not yet been released to the general public, Talent’s
relationship with Company (until publicly disclosed by Company), and any of the terms of this Agreement (including, without limitation,
the amount of compensation paid hereunder) (collectively, the “Confidential Information”), except as required by law
or court order or to the Parties and Talent’s respective attorneys, representatives and financial advisors. In the event
either Party or Talent is required to disclose Confidential Information pursuant to any law, regulation or court or other government
order, request or requirement, the applicable Party or Talent will immediately notify the others and take reasonable steps in
assisting to secure confidential treatment, contesting the order or otherwise protecting the applicable Confidential Information.
Company acknowledges that Talent and Furnisher may disclose to their representatives, managers, accountants, and attorneys the
terms of the Agreement. Furnisher agrees, and Furnisher shall cause Talent to agree, that Furnisher and Talent shall not at any
time, including in perpetuity after the expiration or termination of the Term of this Agreement, defame or disparage Company and/or
use, disclose, disseminate or confirm, directly or indirectly, to anyone any information or material, whether or not acquired
by Furnisher or Talent in the course of or in connection with the services rendered by Furnisher or Talent to Company, which may
harm, disparage, demean or reflect negatively or poorly upon or cause injury to Company. Company agrees that neither Company nor
CBDU shall at any time, including in perpetuity after the expiration or termination of the Term of this Agreement, defame or disparage
Furnisher or Talent and/or use, disclose, disseminate or confirm, directly or indirectly, to anyone any information or material,
whether or not acquired by Company or CBDU in the course of or in connection with the services rendered by Company, which may
harm, disparage, demean or reflect negatively or poorly upon or cause injury to Furnisher or Talent. However, nothing in this
Agreement is intended to prevent either Party or Talent from making any truthful statements in any legal proceedings or as otherwise
required by law. The foregoing expressly includes, without limitation, communications appearing on the Internet via blogging and/or
social networking sites such as Facebook and Twitter.


 




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10.
Grant of Rights. Subject to the terms of this Agreement and Talent’s approval in each instance as set forth herein,
Furnisher hereby grants to Company the right to use during the Term solely in connection with the Campaign and on the terms and
conditions of this Agreement, Talent’s approved Talent Properties, and the approved related trademark, logo, collectively
referred to as “Talent’s Properties and Mark”), all of which of the foregoing and the uses thereof are subject
to Talent’s prior written approval in each instance: (i) in connection with the Campaign; (ii) in any approved advertising
and promotional materials and approved content created with respect to the Brand Product. Furnisher and/or Talent own all right,
title and interest in and to all of Talent’s Properties and Marks, and all slogans, catchphrases, music, recordings, lyrics,
other intellectual properties and proprietary materials of Talent, and except as specifically set forth herein, Company has not
rights in or to or to use any of the aforementioned. For the avoidance of doubt, the mark “KHODE” and all related
uses thereof shall be the sole property of the Company. In the event Company wishes to use music in connection with the Campaign,
Talent shall have the right to determine if any music is to be used and if so determined, Talent to decide which music in consultation
with Company. The use of any music selected by Talent is subject to Company securing at Company’s sole cost and expense,
all rights, licenses, consents and permissions in connection therewith from all applicable record labels, publishers, third party
artist and third party rights holders, including those of Talent. Talent shall use reasonable efforts to assist Company in obtaining
such rights provided failure to do so is not a breach.


 


11.
Pay or Play. Company will not be obligated to produce, release, or otherwise use any Materials produced hereunder, and
Company only obligation to Furnisher and Talent hereunder shall be to pay Furnisher/Talent the compensation set forth herein (including
without limitation all Guaranteed Payments) and in the Operating Agreement.


 


12.
Endorsement. Furnisher represents and warrants that any statement made by Talent with respect to Talent’s positive
opinion or endorsement of Company, the Branded Product is a true reflection of Talent’s beliefs, findings or opinions, and
Furnisher agrees to immediately inform Company of any material changes in those beliefs, findings or opinions. To the extent that
Talent suggests that Talent uses or has used the Brand Products, Furnisher represent and warrant that Talent has and does in fact
use them (in responsible quantities). In the event Talent makes any public statements (including, without limitation, in connection
with the Campaign), Talent shall clearly and conspicuously disclose Talent’s affiliation with Company in accordance with
the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonial in Advertising, available at https://www.ecfr.gov/cgi-bin/text-
idx?SID=7d3e01b4efb5ecef6de68874e976fd89&mc=true&node=pt16.1.255&rgn=div5 (as may be updated) (the “FTC Guide”).


 


13.
Representations, Warranties and Covenants.


 


(a)
Furnisher represents, warrants and agrees that:


 


(i)
Neither Furnisher nor Talent is now, and nor during the Term shall be, a party to or bound by any contract or agreement which
will conflict or interfere in any manner with their respective duties or obligations set forth herein. Neither Furnisher nor Talent
is under any disability, restriction or prohibition with respect to Furnisher’s right to sign and perform under this Agreement.


 


(ii)
Subject to the provisions of paragraph 13(b)(vii), the rights granted by Furnisher herein, and any use thereof by Company or its
grantees, licensees, or assigns, will not violate or infringe upon the rights of any third party, provided Company complies with
the term of this Agreement.


 




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(iii)
Talent is employed by Furnisher and Furnisher will perform all obligations imposed on employers by federal, state, and local law,
including, without limitation, the payment to Talent of all compensation or other consideration required to be paid under any
agreement between Furnisher and Talent except as otherwise provided herein or the Operating Agreement. Any amounts payable hereunder
shall be subject to all withholdings required by applicable law.


 


(iv)
Furnisher has the full right and legal authority to enter into this Agreement, to grant the rights set forth hereinabove, and
to fully perform its obligations in accordance with its terms.


 


(v)
In performing Talent’s responsibilities under this Agreement, Talent will comply with all laws and regulations that may
concern or relate to such performance.


 


(b)
Company warrants, represents and agrees that:


 


(i)
It is a limited liability company duly organized, validly existing, and in good standing under the Laws of the jurisdiction of
its incorporation or other organization.


 


(ii)
It has the full right, power, and authority to enter into, and to perform its obligations and grant the rights and licenses it
grants or is required to grant under, this Agreement.


 


(iii)
The execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly
authorized by all necessary corporate or organizational action of such Party.


 


(iv)
It will comply with all applicable laws, regulations, guidelines, statutes, including, without limitation, applicable US, state,
and international laws, including food and drug laws and laws governing controlled substances. By way of example in the United
States, and subject to change based on future legislation, Company warrants and represents that shall not make any claim regarding
the Products or Branded Products being able to cure or treat any disease, syndrome, or condition, or offer any health benefits
as a result of the CBD content of the Branded Products or Products unless otherwise permitted by applicable law. Company shall
comply with all applicable federal, state, and international laws, regulations, and rules, and complete all required undertakings
prior to sale, offer for sale, export, distribution or otherwise make the Products or Branded Products available.


 




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(v)
it has or will secure all permits, clearances, licenses, consents, insurance (including without limitation general and product
liability insurance and will name Furnisher and Talent as additional insureds) in connection with the Products, Brand Product
and the Campaign, and will cause Furnisher and Talent to be covered as additional insureds under the Company’s (or CBDU’s)
product liability and general liability policies for covered liabilities associated with the Products and the Business. Without
limiting the foregoing, during the Term and for a period of three (3) years thereafter, Company agrees to obtain and maintain,
at its own expense, customary comprehensive general liability and “errors and omissions” insurance policies with an
insurer rated A or A+ by A.M. Best, with each policy having limits of no less than $3,000,000 per occurrence and $5,000,000 in
the aggregate (which may be achieved in combination with umbrella coverage) (including, without limitation, coverage for product
liability and advertising injury up to $2,000,000), which insurance shall name Furnisher and Talent as additional insureds, include
a waiver of subrogation and shall provide the additional insureds with a minimum of thirty (30) days’ notice of cancellation/non-renewal/substantial
modifications of such policies. Within ten (10) days after the Effective Date, Company shall submit written evidence of such insurance
to Furnisher. In the event that Furnisher or Talent request additional types or amounts of insurance coverage, such request shall
be subject to approval by the Company’s board of directors and the Company’s budget process.


 


(vi)
the Brand Product and the Products are of a premium quality and safe for their intended use in accordance with their packing instructions.


 


(vii)
Subject to each Party’s compliance with the terms of Section paragraph 13(a)(ii) above, all materials created, furnished,
produced by or on behalf of Company will not infringe on the rights of any third party.


 


14.
Indemnification.


 


a.
Furnisher shall indemnify, defend and hold harmless Company, and its officers, members, agents, employees, directors, successors
and assigns (collectively, the “Company Indemnitees”), from and against any and all third party claims, liabilities,
losses, damages, injuries, demands, actions, causes of actions, suits, proceedings, judgments, actual out of pocket expenses,
reasonable outside attorneys’ fees, arising from or in connection with: (i) any uncured material breach by Furnisher and/or
Talent of any agreement, representation or warranty made by Furnisher herein; and (ii) any grossly negligent act or omission of
Furnisher and/or Talent, which third party claims are reduced to an adverse judgment in a court of competent jurisdiction or settled
with Furnisher’s written consent.


 


b.
Company shall indemnify, defend and hold harmless Furnisher and Talent, and their respective officers, members, agents, employees,
directors, successors and assigns (collectively, the “Furnisher Indemnitees”), from and against any and all third
party claims, liabilities, losses, damages, injuries, demands, actions, causes of actions, suits, proceedings, judgments, expenses,
reasonable outside attorneys’ fees, arising from or in connection with: (i) any uncured material breach by Company of any
agreement, representation or warranty made by Company herein; (ii) any grossly negligent act or omission of Company, which third
party claims are reduced to an adverse judgment in a court of competent jurisdiction or settled with Company’s written consent;
(iii) the Products, the Brand Product (including without limitation any injury, damage, loss, harm with respect thereto) and the
development, manufacture, distribution, sale, advertising and promotion in connection therewith


 




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15.
Notice and Opportunity to Cure. Except as otherwise set forth herein, neither Party nor Talent shall be deemed in breach
of this Agreement unless the applicable Party or Talent has failed to cure any such breach within thirty (30) days following receipt
of written notice from the non-breaching Party or Talent.


 


16.
Termination. The Term and this Agreement shall terminate on the occurrence of any of the following events:


 


a.
In the event that the Operating Agreement is terminated for any reason.


 


b.
Ten (10) Business Days following the date that either Party gives notice to the other Party of a material breach by such Party
of its duties, obligations, representations or warranties in the Agreement, other than as set forth in clause (c) below.


 


c.
Five (5) Business Days following the date Furnisher gives Company a Payment Failure Notice under Section 5.


 


d.
The Company is subject to dissolution and liquidation under the terms of the Operating Agreement.


 


17.
Citizenship and Immigration. It is understood and agreed that Furnisher will provide Company with all necessary work permits
or certification or proof of citizenship of Talent, and Furnisher hereby represents and warrants that Talent is legally permitted
to perform the Services and Company use of such Services will not violate any laws or regulations pertaining to the employment
of individuals provided Company complies with the terms of this Agreement.


 


18.
Unique Services. Furnisher acknowledge that the services to be rendered by Talent are of a special, unique, unusual, extraordinary,
and intellectual character which gives them a peculiar value, the loss of which may not reasonably or adequately be compensated
for in damages in an action at law, and that, in the event of a breach by Talent of any of the provisions hereof, Company shall
be entitled to seek injunctive and other equitable relief to prevent such breach. The foregoing provisions shall not constitute
a waiver by Company of any right which Company may have to damages or other relief. Nothing herein shall prevent Furnisher or
Talent from opposing any such application.


 


19.
Miscellaneous.


 


a.
This Agreement, together with the Operating Agreement and the exhibits attached thereto and incorporated by reference, constitutes
the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and
contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject
matter.


 




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b.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall
be in writing and shall be deemed effectively given upon the earlier of: (x) one Business Day after deposit on a Business Day
(or two Business Days, if deposited on a day other than a Business Day) with a nationally recognized courier or overnight service,
specifying next Business Day delivery, with written verification of receipt, (y) five Business Days after deposit with the United
States Postal Service for delivery via first-class registered or certified mail for United States deliveries, or (z) personal
delivery against written receipt therefor. All notices not delivered personally, shall be sent with postage, delivery and other
charges prepaid and properly addressed to the Party to be notified as follows:


 


	If
    to Furnisher or Talent:	Serious
    Promotions, Inc.
	 	c/o
    Sedlmayr & Associates, P.C. 
	 	489
    Fifth Avenue, 30th Floor, 
	 	New
    York, NY 10017
	 	Attn:
    Theodor K. Sedlmayr, Esq.
	 	theo@saentlaw.com
	 	 
	If
    to Company:	Khode,
    LLC
	 	c/o
    CBD Unlimited, Inc.
	 	38246
    North Hazelwood Circle
	 	Cave
    Creek, AZ 85331
	 	Attn:
    Todd Davis
	 	 
	With
    a courtesy copy to:	Peter
    Ginsburg, Esq.
	 	Michelman
    & Robinson LLP
	 	800
    Third Avenue, 24th Floor
	 	New
    York, NY 10022


 


Any
Party and Talent may designate a new address for notices to such Party or Talent by giving notice of such new address in accordance
with this Section 19(b) which new address becoming effective five Business Days following the giving of such notice of new address.


 


c.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative
of both Parties. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing
and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising,
any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will
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.


 




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d.
If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or
unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term
or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable,
the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as
closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.


 


e.
Neither Party will be deemed in default of this Agreement to the extent that performance of their or Talent’s respective
obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, epidemic,
pandemic (including without limitation COVID19), public health emergency, riots or other civil unrest, accident, injury or illness
of Talent or immediate family, act of government, war, shortages of materials or supplies, or any other cause beyond the reasonable
control of either Party or Talent (“Force Majeure Event”). In the event of such a Force Majeure Event, the time for
performance or cure will be extended for a period equal to the duration of the Force Majeure Event and the Parties will endeavor
in good faith to reschedule any such delayed performance either Party may terminate this Agreement, provided if any such Force
Majeure Event exceeds ninety (90) consecutive days, either Party may terminate this Agreement.


 


f.
It is the intention of the Parties that the internal laws of the State of New York as the same may be amended from time to time,
shall govern the validity of this Agreement, the construction of its terms and interpretation of the rights and duties of the
Parties.


 


g.
Any controversy or claim arising out of or related to this Agreement, or the breach thereof, shall be settled by final and binding
arbitration administered by the American Arbitration Association (“AAA”) pursuant to the AAA Commercial Arbitration
Rules. The arbitrator shall be a disinterested attorney who has at least twenty (20) years’ experience in disputes relating
to commercial matters and who is appointed in accordance with the rules and procedures of the American Arbitration Association,
and all hearings shall be held in New York, New York. The arbitrator shall be bound to follow Delaware law (including the rules
of evidence) and case precedent. The arbitrator may award the prevailing party all reasonable costs, expenses, attorneys’
fees, experts’ fees and arbitration fees incurred in connection with the arbitration proceeding. Judgment on the award rendered
by the arbitrator may be entered in any federal or state court located in New York, New York or in any court where any party hereto
is located. Adherence to this paragraph regarding arbitration shall not limit the rights of the parties hereto to obtain any provisional
remedy including, without limitation, injunctive or similar relief, from a court of competent jurisdiction as may be necessary
to protect their respective rights and interest pending arbitration. Any party also shall have the right to bring an action in
a court of competent jurisdiction to compel arbitration hereunder or to enforce an arbitration award. The party that prevails
on such a motion shall be entitled to recover all reasonable cost, expenses, attorneys’ fees, experts’ fees incurred
in connection with that motion regardless of whether that party ultimately prevails on the merits of the dispute. Other than for
a proceeding seeking a provisional remedy pending resolution of the dispute, including without limitation a Proceeding for a preliminary
injunction, or a proceeding to enforce an arbitration award, venue for any court proceeding as described above shall be exclusively
in a federal or state court located in New York, New York and the parties hereby submit to personal jurisdiction in such courts.
However, a party may seek a provisional remedy or an order or judgment enforcing an arbitration award in any court of competent
jurisdiction as may be necessary. If any party wishes to appeal any such arbitration award, the parties will follow the AAA Arbitration
Appeal Procedure, as it may be updated from time to time, and the arbitrator(s) hearing such appeal may award the prevailing party
all reasonable costs, expenses, attorneys’ fees, experts’ fees and arbitration fees incurred in connection with the
appellate arbitration proceeding. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT





 


h.
Neither Party may assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily,
involuntarily, by operation of law or otherwise, without the prior written consent of the other Party, which consent will not
be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign its rights or delegate its
obligations, in whole or in part, without such consent and upon thirty (30) days prior written notice to the other Party, to an
Affiliate, or to an entity that acquires all or substantially all of the business or assets of such Party to which this Agreement
pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Any purported assignment, transfer, or delegation
in violation of this Section will be null and void. No assignment, transfer, or delegation will relieve the assigning or delegating
Party of any of its obligations hereunder. This Agreement is binding upon and inure to the benefit of the Parties hereto and their
respective permitted successors and assigns.


 


i.
Counterparts. This Agreement may be executed in counterparts and via PDF or electronic signature including DocuSign, each
of which is deemed an original.


 


[Signature
page follows]


 




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    	17



     


    

 


INDUCEMENT


 


The
undersigned, Khaled Mohamed Khaled, p/k/a DJ Khaled (“I”, “me”), by his signature below, hereby assents
to the execution of the above agreement (“Agreement”) by Serious Promotions Inc. ( the “Furnishing Company”)
and agrees to be bound by all obligations, restrictions and covenants thereunder relating to Furnisher and my Services. If during
the term of the Agreement, the Furnishing Company becomes unable to furnish my services to the Company in accordance with the
terms of the Agreement for any reason (including, without limitation, Bankruptcy or Dissolution) then I shall notify the Company
promptly in writing, and shall, at the Company’s request, do all such acts and things as shall give the Company the same
rights, privileges and benefits as the Company would have had under the Agreement if the Furnishing Company was able to fulfill
such obligations in accordance with the terms of the Agreement and such rights, privileges and benefits shall be enforceable by
the Company against me and all of the terms and conditions contained in the Agreement shall continue to be effective.


 


I
acknowledge that the Company will have no obligation to make any payments to me in connection with the fulfillment of my obligations
pursuant to the Agreement unless I hereafter notify Company to the contrary or unless, and to the extent that, the Furnishing
Company becomes unable to furnish my services under the Agreement and I perform such services directly for the Company as contemplated
by the preceding paragraph.


 





		 
	KHALED
    MOHAMED KHALED	
	(p/k/a
    DJ Khaled)	 



 






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