In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

EXHIBIT 10.6

                                  EXHIBIT 10.06

                          WATCHGUARD TECHNOLOGIES, INC.                               DISTRIBUTOR AGREEMENT

This Agreement is made and entered into effective as of November 5, 1997 (the effective Date), by and between WatchGuard Technologies, Inc., a Delaware corporation (WGT), and European Micro (Distributor). WGT and Distributor agree as follows:

Section 1. Definitions

Add-On Software Modules means those computer software programs that (a) provide additional functionality and may be integrated with the existing Hardware and other Software, (b) may be legally exported to the Territory without any export license and (c) WGT elects to include in Exhibit A at a mutually agreed discount percentage.

Distributor Cost means the purchase price payable by Distributor for each Product at the discount from WGT's then current WatchGuard Price List, as such discount is set forth in Exhibit A.

Documentation means any and all manuals, user guides, end-user license agreement, limited hardware warranty, on-line help files, on-line menus and other in program printed text regarding the Product prepared by or for WGT in connection with the Product.

Gross Purchases means the gross purchase price Distributor pays WGT for the Product, excluding any taxes or pass through charges and net of any credits or returns.

Guaranteed Minimum Purchases means the guaranteed minimum purchase amounts set forth in Exhibit A.

Hardware means the hardware identified on Exhibit A, together with any Updates to such hardware. WGT reserves the right to add to or delete hardware from Exhibit A and to modify the hardware during the Term.

Product means the combination of Hardware, Software and Documentation together as part of the same product package (including any Add-On Software Modules and any Updates thereto), in all cases carrying the WatchGuard Trademark.

Quarter means any period of three (3) consecutive calendar months that begins on January 1, April 1, July 1 or October 1, during the Term.

Software means the computer programs identified on Exhibit A, in object code only, together with any Updates to such programs. WGT reserves the right to add or delete Software from Exhibit A and to modify the Software during the Term.

Term means the period of time determined in accordance with Section 5.

Territory means the geographic area described in Exhibit A.

Trademarks means the trademarks and trade names of WGT identified in Exhibit A.

Update means any minor modification, minor upgrade or minor enhancement of the Product (excluding any new version of the Product) that WGT publishes and elects to make available to Distributor via BBS, FTP site or other reasonable means. WGT is not obligated to make or release any update.

Section 2. Relationship of the Parties

2.1  Appointment. Subject to and in accordance with the provisions of this      Agreement, WGT hereby appoints Distributor, and Distributor hereby accepts      WGT's appointment, as a nonexclusive distributor of the Product to      resellers in the Territory during the Term, as long as Distributor makes      the Guaranteed Minimum Purchases pursuant to Section 4.

2.2  License Grant. Subject to the terms and conditions of this Agreement, WGT      grants to Distributor a nontransferable license to do the following in the      Territory during the Term:

(a)  market and distribute the Product to resellers;

(b)  demonstrate the Product to potential resellers;

(c)  use the Product internally for the sole purpose of providing this product      support specified in paragraph 4.1(c);

(d)  use and display the Trademarks in connection with marketing and      distributing the Product in the Territory pursuant to paragraphs (a) and      (b) above.

2.3  No Exclusivity. Distributor's appointment and the rights granted hereunder      are nonexclusive. WGT may, at its sole option, appoint other distributors      of the Product in the Territory at any time during the Term and expressly      reserves the right to license the Product directly or indirectly to





     end-users, third party original equipment manufacturers or other hardware      bundlers, value-added resellers or other resellers for sublicense or resale      in the Territory.

Section 3. Compensation

3.1  Support services. As full compensation for the support services described      in Exhibit C and provided during the Term, Distributor will pay WGT the      Support Fee set forth in Exhibit A. Payment of the Support Fee is due and      payable upon execution of this Agreement by wire transfer of immediately      payable funds to the bank and account set forth in paragraph 3.4, and then      annually by invoice from WGT on the anniversary of the execution of the      Agreement.

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3.2  Price. Distributor will pay WGT for each Product Distributor orders an      amount equal to WGT's then current WatchGuard Price List in effect on the      date of receipt by WGT of Distributor's order, subject to the applicable      discount set forth in Exhibit A. WGT may, from time to time, change its      WatchGuard Price List, provided that any such change will not be effective      under this Agreement unless and until the expiration of forty-five (45)      days after WGT gives Distributor written notices of the change.

3.3  Guaranteed Minimum Purchases. During the Term, Distributor will make Gross      Purchases in an amount at least equal to the cumulative Guaranteed Minimum      Purchase amounts through committed orders placed pursuant to paragraph 3.5      and calling for shipment on or before the dates set forth in Exhibit A.

3.4  Invoices. WGT will issue invoices for the Products ordered by Distributor      and all other amounts payable to WGT under this Agreement. Distributor will      pay WGT the full amount invoiced within thirty (30) days after the date of      WGT's invoice, unless provided otherwise on the applicable invoice, in the      lawful money of the United States of America to WGT by wire transfer of      immediately available funds to WGT's bank account number 1141139, at the      Commerce Bank of Washington, 601 Union Street, Suite 3600, Seattle, WA      98101, ABA routing number 125008013.

3.5  Orders. Distributor will place orders for the Product from WGT by      completing, signing and submitting to WGT a written order for the same, in      a form acceptable to WGT, via facsimile, mail or other means. Distributor      shall submit such order at least thirty (30) days in advance of the      delivery date set forth in each order. All orders will be subject to      acceptance by WGT through written acceptance or shipment of the Product      subject to the order.

Section 4. General Obligations of the Parties.

4.1  Obligations of Distributor. Distributor will use its best efforts      aggressively to develop sales of the Product in the Territory. In      furtherance thereof, Distributor will:

(a)  keep on hand a reasonable inventory of the Product sufficient to allow for      prompt delivery of the Product to resellers;

(b)  establish a program to market the Product, including, but not limited to,      participating regularly in local and regional trade shows, conventions or      like events in the Territory, and conducting regular local promotional and      other marketing efforts for the Product;

(c)  provide quality product support to resellers, including, but not limited      to, providing appropriate installation and application advice and prompt      follow-up service and advice to resellers of the Product upon request;

 (d) provide a support center to resellers, including, but not limited to, a      hotline service to answer reseller questions and to receive and track      complaints and any reports of claimed errors in the Product;

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(e)  provide quality product technical and sales training to resellers;

(f)  respond promptly to sales leads or referrals furnished by WGT or by other      distributors or dealers of WGT;

(g)  have a designated number of employees attend such technical and sales      training programs as set forth in Exhibit C;

(h)  maintain and furnish periodically, as WGT may reasonably request, complete      and accurate records of each sale or other distribution of each Product      sold or distributed by Distributor (e.g., showing the date of sale, Zip      code of the customer, the Product serial number and the applicable Product      license key(s)) under this Agreement;

(i)  promptly advise WGT of each complaint that Distributor may receive or      becomes aware of concerning the Product or any portion thereof (including,      but not limited to, warranty claims). Distributor will promptly investigate      all such complaints and will give immediate attention to and use its best      efforts to promptly, courteously and equitably respond to, adjust and      settle (without incurring any obligation or liability on behalf of WGT) all





     complaints received by Distributor from any customer, potential customer or      anyone else arising out of or in connection with Distributor's sale of any      Product, or the performance of any services. In handling any complaints,      Distributor will use its best efforts to maintain and promote good public      relations for WGT;

(j)  secure and maintain, in the name of WGT, any and all registrations,      permits, licenses, approvals and other governmental actions required to      import, handle, market, sell, demonstrate, use and distribute the Product      in the Territory, provide to WGT quarterly progress reports on such action,      and provide WGT copies of all registrations, permits, licenses, approvals,      certificates, correspondence and other documentation related to such      action;

(k)  hire, train, coordinate and maintain a qualified staff of sufficient size      and with a level and mix of capabilities as are reasonably necessary to      accomplish the goals contemplated under this Agreement;

(l)  avoid deceptive, misleading or unethical conduct which are or might be      detrimental to WGT or its Product, and refrain from making any      representation, warranty or guarantee to any reseller with respect to      specifications, features or capabilities of the Product that is      inconsistent with the literature distributed by WGT or this Agreement;

(m)  conduct its business in a manner under its own control, provided that      Distributor will at all times comply with all applicable laws and      regulations and will not engage in, or permit its employees or agents to      engage in, any activities or practices which could reflect negatively upon      the reputation or prospects of WGT or the Product or expose WGT to any      liability of any nature whatsoever; and

4.2 Obligations of WGT, WGT will:

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(a)  provide Distributor with sixty (60) days advance notice in the event that      it discontinues production of any Product;

(b)  provide Distributor with the training and product support services      described in Exhibit C; and

(c)  furnish Distributor with such demonstration Product, promotional      literature, data, information and other items as WGT deems appropriate for      Distributor's promotion, marketing and sale of the Product. WGT will use      such items only for the purpose of performing its obligations under this      Agreement.

4.3  Forecasts. Distributor's forecast of Product purchases for the Term is set      forth on Exhibit D. At least fifteen (15) days before the beginning of each      Quarter during the Term, Distributor will furnish WGT with a rolling      revised forecast of Product orders for the remainder of the Term.

Section 5. Term and Termination.

5.1  Term. The Term will commence on the Effective Date of this Agreement and      will remain in effect, unless sooner terminated under paragraphs 5.2, 5.3,      or 5.4, until the termination date specified in Exhibit A.

The Term will automatically renew for successive additional periods of one (1) year each, provided that: (a) Distributor has made all Guaranteed Minimum Purchases and has complied with the marketing requirements under paragraph 4.1(b); (b) the parties have agreed in writing upon the Guaranteed Minimum Purchase amounts and Product price discounts for the next subsequent one (1) year renewal period; (c) neither party provided the other party with notice of such party's intention not to renew this Agreement at least thirty (30) days prior to any year's Expiration Date; and (d) neither party provided the other party with such notice as may be required pursuant to paragraphs 5.2, 5.3 or 5.4.

5.2  Termination by WGT. Upon the occurrence of any of the following, WGT may      terminate the Term by giving Distributor written notice of such termination      for:

(a)  any failure of Distributor to comply with the marketing requirements under      paragraph 4.1(b);

(b)  any material change in the general management, ownership or control of      Distributor, including without limitation the sale, transfer or      relinquishment by Distributor of any substantial interest in the ownership      of the business to be carried on by Distributor under this Agreement,      unless such change is approved in advance and in writing by an officer of      WGT;

(c)  any assignment or attempted assignment of this Agreement by Distributor      without the prior written consent of WGT;

(d)  any solicitation by Distributor for the sale of the Product to resellers      located outside the Territory;

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(e)  the insolvency of Distributor, the filing of a petition in bankruptcy by or      against Distributor, the appointment of a receiver for Distributor or      Distributor's property, the execution of an assignment by Distributor of      all or substantially all of its assets for the benefit of its creditors, or      the conviction of Distributor or any principal or manager of Distributor      for any crime tending to adversely affect the ownership or operation of      Distributor's business;

(f)  any failure by Distributor to perform any of its other obligations under      this Agreement where such failure continues for thirty (30) days after      written notice thereof by WGT to Distributor; or

(g)  WGT giving Distributor ninety (90) days' advance written notice of      termination at any time after the expiration of the Initial Term.

5.3  Failure to Make Guaranteed Minimum Purchases. Upon any failure by      Distributor to make Gross Purchases in sufficient amounts to meet or exceed      the applicable cumulative Guaranteed Minimum Purchases, WGT may, at its      sole option and effective upon notice to Distributor, terminate this      Agreement. Distributor shall pay WGT fifty percent (50%) of the unpaid      balance of cumulative Guaranteed Minimum Purchase amounts as liquidated      damages. The parties acknowledge and agree that it would be difficult or      impossible to calculate WGT's actual damages arising from Distributor's      failure to timely pay all of the Guaranteed Minimum Purchases. Therefore,      the parties have agreed upon the above payment of liquidated damages in      lieu of WGT's claim for actual damages from such breach.

5.4  Termination by Distributor. Upon the occurrence of any of the following,      Distributor may terminate the Term by giving WGT written notice of such      termination;

(a)  the insolvency of WGT, the filing of a petition by or against WGT, the      appointment of a receiver for WGT or WGT's property, or the execution of an      assignment by WGT of all or substantially all of its assets for the benefit      of its creditors;

(b)  any failure by WGT to perform any of its obligations under this Agreement      where such failure continues for thirty (30) days after written notice      thereof by Distributor to WGT; or

(c)  for convenience whether or not extended beyond the Initial Term, provided      Distributor gives WGT thirty (30) days' advance written notice and, within      such thirty (30) day period, Distributor pays to WGT a lump-sum payment      equal to fifty (50%) of the unpaid balance of cumulative Guaranteed Minimum      Purchase amounts.

5.5  Effect of Termination. Any termination pursuant to paragraphs 5.2, 5.3, or      5.4 will be without prejudice to any other right or remedy afforded to      either party under this Agreement or any applicable law (e.g., in the case      of any breach or default by the other party), and will not affect any      rights or obligations which have arisen prior to the date of such      termination. In the event of termination, Distributor will:

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(a)  immediately cease to demonstrate, market, sublicense and distribute the      Product in the Territory;

(b)  cease use of all Trademarks of WGT;

(c)  return to WGT within twenty (20) days following the expiration or      termination of the Term, any and all (i) demonstration Product provided to      Distributor; (ii) Products not already paid for in full by Distributor; and      (iii) promotional literature, data, information and other items received by      Distributor under this Agreement; and

(d)  furnish WGT with such information relating to the marketing, sale or      distribution of the Product in the Territory as WGT may reasonably request      (including, but not limited to, information as to calls or the status of      any negotiations for the sale of the Product, or any sales or service      records).

Upon the expiration or termination of the Term, the license granted under Section 2 of this Agreement will terminate. Any end-user licenses of the Software granted under the terms of this Agreement will survive the end of the Term in accordance with the terms of the applicable end-user license agreement.

5.6  Acknowledgment. Any expiration or termination of the Term will be final and      absolute. Except as expressly set forth in paragraphs 5.3 and 5.5(c),      Distributor waives any right, either express or implied by applicable law      or otherwise, to the renewal of this Agreement or to any damages or      compensation for any expiration or termination of the Term in accordance      with this Section 5. Each of the parties have considered the possibility of      such expiration or termination and the possibility of loss and damage      resulting therefrom in making expenditures pursuant to the performance of      this Agreement. It is the express intent and agreement of the parties that      neither will be liable to the other for damages, except as expressly set      forth in paragraphs 5.3 and 5.5(c), or otherwise by reason of the      expiration or termination of the Term as provided for herein.

6.0  Force Majeure. Neither party will be liable for, or be considered to be in      breach of or default under this Agreement on account of, any delay or





     failure to perform as required by this Agreement (other than for payment      under Section 3), as a result of any cause or condition beyond such party's      reasonable control.

7.0  Entire Agreement. This Agreement is subject to the provisions of WGT's      Standard Distributor Terms attached hereto as Exhibit B and by this      reference incorporated into and as part of this Agreement. This Agreement      is also subject to any additional terms or licenses executed by WGT and      Distributor and attached as Exhibits, including any Special Terms and      Conditions specified in Exhibit A. This Agreement sets forth the entire      agreement, and supersedes any and all prior agreements, among the parties      related to the Product. WGT will not be bound by, and specifically objects      to, any term, condition, or other provision that is different from or in      addition to the provisions of this Agreement (whether or not it would      materially alter this Agreement) and that is proffered by Distributor or      otherwise appears in any order, receipt, acceptance, confirmation,      correspondence, or otherwise, unless WGT specifically agrees to such      provision in a written instrument signed by WGT. No

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     modifications of any of the provisions of this Agreement will be valid      unless set forth in a written instrument signed by both parties. Any remedy      by WGT set forth in this Agreement is in addition to any other remedy      afforded to WGT under any other contract, by law, or otherwise.

IN WITNESS THEREOF, the parties have executed this Agreement as of the date first above written.

Distributor:                               WatchGuard Technologies, Inc.

By: /s/ LAURENCE GILBERT                   By: /s/ WATCHGUARD    -------------------------                  ------------------------------

Title: MANAGING DIRECTOR                   Title: VP/SALES

Date Signed: NOVEMBER 5, 1997              Date Signed: NOVEMBER 3, 1997

Address:  20/24 Church Street              Required Signature:           Altrincham, Cheshire           WA14 4DW, ENGLAND                By:                                                 -------------------------------                                            Title: Executive Vice-President Sales

                                           Date Signed:                                                          ---------------------

                                           Address:  316 Occidental Avenue South                                                      Suite 300                                                      Seattle, Washington  98104

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                    FULL SERVICE MASTER DISTRIBUTOR SCHEDULE                                     EXHIBIT A

PRODUCTS:

Distributor will be entitled to order the following products (which includes hardware and software) at the following discounts of WGT's then current WatchGuard Price List:

- -------------------------------------------------------------------------------                                                        DISCOUNT FROM WGT'S                                  PRODUCT                  THEN CURRENT                                                       WATCHGUARD PRICE LIST - ------------------------------------------------------------------------------- WatchGuard Security System                             40% plus additional                                                        10% on the remaining                                                  undiscounted amount, i.e., 46%

- ------------------------------------------------------------------------------

EXCHANGE FEE:                                      $10 per CD SUPPORT FEE:                                       $25,000 per year

                                                                  CUMULATIVE                                                                   GUARANTEED                                                                     MINIMUM                                                                    PURCHASES                               DATE OF ORDER                     (U.S. DOLLARS) - -------------------------------------------------- --------------------------- Upon contract signing                              $100,000.00 1st subsequent Quarter-end, Sept. 30, 1997         $100,000.00 2nd subsequent Quarter-end, Dec. 31, 1997          $167,000.00 3rd subsequent Quarter-end, Mar. 31, 1997          $234,000.00 4th subsequent Quarter-end, Jun 30, 1997           $300,000.00





TERMINATION DATE:                                           September 30, 1997 TRADEMARKS:

/bullet/  WatchGuard(TM)

/bullet/  WatchGuard(TM) Technologies

/bullet/  WatchGuard(TM) SchoolMate

/bullet/  Firebox(TM)

TERRITORY:

/bullet/  Europe

SPECIAL TERMS AND CONDITIONS

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These Special Terms and Conditions are part of the Distributor Agreement between WatchGuard Technologies, Inc. (WGT) and Distributor (collectively, the Agreement). Terms that are defined in the Distributor Agreement will have the same meaning when used in these Special Terms and Conditions.

Section A.1 By joint agreement between WGT and Distributor, Distributor may engage in end user sales in the Territory.

If it is agreed that Distributor may engage in end user sales, Distributor may distribute, license and sell up to 20% of the Product purchased from WGT directly to end-users in the Territory. Further, Distributor agrees that high end-users satisfaction is a condition of its continued authorization by WGT. To ensure high end-user satisfaction, Distributor shall: (a) provide quality first level support to its end-user customers; (b) promptly report to WGT all suspected and actual problems with any WGT product; (c) assist WGT in tracing WGT Products to particular end users to distribute critical WGT Product information, locate WGT Products for safety reasons, or to be discover unauthorized marketing or infringing acts; (d) avoid deceptive, misleading or unethical conduct which are or might be detrimental to WGT or its WGT product; and (e) refrain from marking any representation, warranty or guarantee to end users with respect to the specifications, features or capabilities of the WGT Product that is inconsistent with the literature distributed by WGT or this Agreement.

Section A.2 Distributor is legally organized under the jurisdiction of a country belonging to the European Union.

If Distributor is organized under the jurisdiction of the country belonging to the European Union, the following clause is hereby appended to Section 1(c) of the Standard Distributor Terms:

         PROVIDED HOWEVER, the foregoing restriction is not intended to          preclude Distributor from fulfilling, and Distributor may fulfill,          unsolicited orders for Product received from outside the Territory but          within the European Union (and Distributor shall provide WGT written          notice of any such Sales);

Section A.3 As a Full Service Master Distributor, Distributor agrees to sign up a minimum of 10 new WatchGuard resellers in the Territory within the Initial Term of the Agreement.

- -------------------------------------------- --------------------------------- Distributor:                                 WatchGuard Technologies, Inc.:

By:  /s/ LAURENCE GILBERT                    By:  /s/ WATCHGUARD      --------------------------                   ----------------------------- Title: MANAGING DIRECTOR                     Title: SENIOR VICE PRESIDENT/SALES                                                      Date Signed:  NOVEMBER 5, 1997               Date Signed:  NOVEMBER 3, 1997  -------------------------------------------- ---------------------------------

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                           STANDARD DISTRIBUTOR TERMS                                     EXHIBIT B

These Standard Distributor Terms are part of the Distributor Agreement between WatchGuard Technologies, Inc. (WGT) and Distributor (collectively, the Agreement). Terms that are defined in the Distributor Agreement will have the same meaning when used in these Standard Distributor Terms.

 1.  Reservation of Rights. The Software is licensed, not sold, to Distributor.      PARAGRAPH 2.2 LICENSE GRANT of the Distributor Agreement sets forth the      entirety of Distributor's rights to use, market, distribute, demonstrate      and otherwise deal with the Product. All rights in and to the Product not      expressly granted to Distributor under this Agreement are hereby expressly      reserved to WGT without restriction. Without limiting the generality of the      foregoing, Distributor will comply with the following:

(a)  Distributor will distribute the Product to resellers only pursuant to a      reseller agreement that substantially conforms to the term of this





     Agreement;

(b)  Distributor will not market, demonstrate or distribute the Product outside      the Territory and Distributor will not supply the Product to any reseller      that Distributor knows or has reason to know (i) intends to distribute the      Product outside the Territory or (ii) intends to use or install the Product      outside the Territory;

(c)  Distributor will market, sell and distribute the Product only in its      original, unopened package as received from WGT under the terms of the      end-user license agreement and limited hardware warranty, as applicable,      originally included in the Product package;

(d)  Distributor will not modify or make copies of the Product or translate or      port the Software into any other computer or human language;

(e)  Distributor will not disassemble, reverse engineer, decompile or repackage      all or any component of the Product or otherwise attempt to discover any      portion of the source code or trade secrets related to the Product;

(f)  Distributor will not remove, alter, distort, cover or modify any notice of      copyright, trademark or other proprietary right appearing in or on any item      included with the Product or its packaging; and

(g)  Distributor will not register, attempt to register or assist anyone else to      register, directly or indirectly, the Trademarks or any copyright or other      proprietary rights associated with the Product in the Territory or      elsewhere other than in the name of WGT, without WGT's prior written      consent.

2.   Protection Against Unauthorized Use. Distributor will promptly notify WGT      of any unauthorized use of the Product or the Trademarks which comes to      Distributor's attention. In

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     the event of any such unauthorized use by Distributor's employees, agents      or representatives, Distributor will use its best efforts to terminate such      unauthorized use and to retrieve any copy of the Product in the possession      or control of the person or entity engaging in such unauthorized use.      Distributor will immediately notify WGT of any legal proceeding initiated      by Distributor in connection with such unauthorized use. WGT may, at its      option and expense, participate in any proceeding and, in such event,      Distributor will provide such authority, information and assistance related      to such proceeding as WGT may reasonably request to protect WGT's      interests.

3.   Use of Trademarks. WGT reserves all rights in and to the Trademarks and all      other trademarks and trade names used by WGT in connection with the      Products, but WGT grants to Distributor the nonexclusive right to use and      display the Trademarks during the Term to promote and identify the Product      in the Territory in connection with this Agreement. Distributor will comply      with the trademark guidelines and procedures established by WGT in      Distributor's use of the Trademarks including without limitation use of the      trademark and copyright symbols as specified by WGT from time to time. When      using the Trademarks, Distributor will include a statement acknowledging      that the Trademarks are owned by WGT. Distributor hereby acknowledges that      the goodwill associated with its use of the Trademarks inures solely and      exclusively to WGT and that Distributor does not acquire any rights in the      Trademarks as a result of such use. Distributor will not use the Trademarks      or any confusingly similar name, marks, logos, designs or artwork as part      of Distributor's name, trade name, trademark or artwork without WGT's prior      written consent.

 4.  Independent Contractor. Distributor is an independent contractor, not an      employee, agent or franchisee of WGT. Distributor will not represent or      hold itself out as an employee, agent or franchisee of WGT. Distributor      does not have any authority to, and will not, create or assume any license,      warranty or other obligation, express or implied, on behalf of WGT. This      Agreement will not be interpreted or construed as creating or evidencing      any association, joint venture or partnership between the parties or as      imposing any partnership or franchisor obligation or liability on either      party.

 5.  Delivery. WGT will deliver all Products ordered by Distributor F.O.B.      carrier at WGT's shipping location as determined by WGT from time to time,      on or before the delivery date set forth in each accepted order.      Distributor will pay or reimburse WGT for all shipping charges, premiums      for freight insurance, inspection fees, duties, import and export fees,      assessments, transportation and other costs incurred by WGT to transport      the Product to the shipping destination.

 6.  Resale. Distributor represents that all Products acquired under this      Agreement are acquired solely for demonstration, licensing or sale (as      applicable) and distribution to resellers or end-users in the Territory      without intervening use by Distributor. Distributor acknowledges that the      prices set forth in this Agreement have been established in reliance upon      such representation and that different prices may apply to any Products      acquired for any other purpose. Upon WGT's request, Distributor will      furnish WGT evidence of such resale (including but not limited to      satisfactory evidence of exemption from retail sales, use or similar taxes      that may otherwise apply to transactions under this Agreement).





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7.   Software Update Exchange. Once each Quarter during the Term of this      Agreement, Distributor shall have the right to exchange any prior version      of the Software then in Distributor's inventory for an equivalent quantity      of Software containing Updates, subject to Distributor paying WGT an      Exchange Fee set forth in Exhibit A, for each copy of the Software      exchanged hereunder. WGT will invoice Distributor for and Distributor shall      pay all Exchange Fees as provided in Exhibit A. WGT will deliver all such      exchanged Software Updates in accordance with paragraph 5. Distributor      shall return to WGT the copies of the prior versions of the Software      exchanged under this paragraph 7 at Distributor's expense.

8.   Records; Audit. During the Term and for twenty-four (24) months thereafter,      Distributor will keep and maintain accurate accounts and records regarding      the Products sold and Product license keys delivered to resellers and      end-users under this Agreement. Upon WGT's request, Distributor will      provide access to such records for examination, reproduction, and audit by      WGT or its representatives. Any such audit will be conducted at such times      and in such a manner so as not to unreasonably interfere with Distributor's      normal operations. If any such audit discloses that Distributor is      deficient in its compliance with the terms and conditions of this      Agreement, Distributor will immediately pay to WGT any deficiency, plus      interest at the rate of one and one-half percent (1.5%) per month running      from the date originally due until the date paid. Acceptance of any payment      by WGT will be without prejudice to WGT's rights to an audit under this      paragraph 8 or any other rights or remedies afforded to WGT under any other      provision of this Agreement or applicable law.

9.   Taxes. The Guaranteed Minimum Purchases and other amounts specified in this      Agreement do not include sales, use or value added taxes, customs fees,      duties or other governmental taxes or charges. Distributor will pay all      such taxes and charges. In the event Distributor is required under any      applicable law to withhold any taxes or duties from the amounts specified      under this Agreement, payment of the amounts specified under this Agreement      will be net of such withholding taxes or duties. Distributor will pay the      amount of all such withholding taxes and duties and supply WGT with      information concerning the amount and type of tax withheld and any      certificates concerning payments of such withholding taxes.

10.  Interest. Any amount not paid when due will be subject to finance charges      at the rate of one and one-half percent (1.5%) per month or the maximum      rate permitted by applicable law; whichever is less, determined and      compounded on a daily basis from the date due until the date paid. Payment      of such finance charges will not excuse or cure Distributor's breach or      default for late payment. If WGT retains a collection agency, attorney or      other person or entity to collect overdue payments, all collection costs,      including but not limited to reasonable attorney's fees, will be payable by      Distributor.

11.  Confidentiality. Any information received by Distributor in performance of      this Agreement relating to the business affairs, customers, markets,      finances, methods, Product, technology, trade secrets or proprietary rights      of WGT will be treated as confidential and proprietary information of WGT.      Distributor will not disclose such information, unless the information is      in the public domain at the time of disclosure through no fault of      Distributor or WGT consents to the disclosure in writing. Distributor will      disclose such information only to its

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     employees whose duties justify their need to know such information and who      have agreed to copy with Distributor's confidentiality obligations      hereunder.

12.  Ownership. The Product involves valuable patent, copyright, trade secret,      trade name, trademark and other proprietary rights of WGT. No title to or      ownership of such proprietary rights is transferred to Distributor under      this Agreement or by use of any trademark, copyright or other proprietary      right. WGT reserves all of its copyright, trade secret and other      proprietary rights in the Product. Distributor will not infringe, violate      or contest and will take appropriate steps and precautions for the      protection of, such proprietary rights.

13.  Implementation. Distributor will take at WGT's expense, all action during      or after the Term that is reasonably requested by WGT for the      implementation of the ownership provisions of this Agreement or to      evidence, perfect or protect WGT's ownership of this Product and the      proprietary rights associated with ownership of the Product (including,      without limitation, the execution, acknowledgment and delivery of      instruments of conveyance, patent, copyright, trademark or other      proprietary rights registration applications or other documents.)

14.  Warranty; Returns. WGT will permit Distributor and end-users purchasing      through resellers to return any defective Product in accordance with the      limited warranty contained in the applicable end-user license agreement or      limited hardware warranty, as applicable, provided that the Distributor and      end-user have compiled with the applicable warranty terms and conditions.      In order to receive the remedy provided for hereunder, Distributor shall





     deliver to WGT a sample of the Product which Distributor finds to be      defective in workmanship or materials, or damaged in shipment prior to      Distributor assuming the risk of loss or damage , along with a written      explanation of the alleged defect within thirty (30) days from the later of      Distributor's initial receipt of such Product from WGT or from the delivery      of such Product to an end-user. In the event WGT verifies a defect reported      by Distributor and such defect affects more than one (1) Product, then at      WGT's option, Distributor shall either certify destruction of all defective      Products or return all Products which it alleges are defective to WGT.      Distributor, reseller or the end user will be responsible for      transportation charges for such Product units sent to WGT's facilities for      service. Provided that WGT is able to verify the presence of the reported      defect in such units, transportation charges, via a mode of transportation      chosen by WGT, shall be borne by WGT to return the Product units from WGT's      location to the Distributor, reseller or the end-user's location. Upon      verification of a defect in one or more Products returned in accordance      with the foregoing, or upon Distributor's certification that it has      destroyed any defective Product in compliance with WGT's instructions, WGT      will, at its option, either issue a credit to Distributor in the amount of      the purchase price paid or payable for such Product by Distributor or      replace the defective Product with an identical (non-defective) Product.      Such remedy will be exclusive and in full satisfaction of Distributor's      claims hereunder. WGT does not warrant that the Products are free form all      bugs, errors, defects, design flaws or omissions. The warranties in this      Agreement apply only to the latest version of each Product made available      by WGT to Distributor. Such warranties will not apply to any Product which      WGT determines has been subject to misuse, neglect, improper installation,      repair, alteration or damage by Distributor, reseller or an end-user or any      other individual or entity, or modification by any such individual or      entity except with the prior express authorization of WGT. WGT's      obligations

                                       14

     under this paragraph will not apply to the extent arising out of any use or      combination of the Product with any other products, goods, services or      other items furnished by Distributor or anyone other than WGT, or to any      modification or change of the Product not made by WGT. The foregoing      warranties and rights may be asserted by Distributor only and not by      Distributor's resellers.

15.  Infringement. WGT will defend and indemnify Distributor against any      judicial proceeding based upon infringement of any U.S. patent or US.      copyright by the Product to the extent that such proceeding arises from or      in connection with a component of the Product manufactured or developed by      WGT and not any third party, provided that Distributor notifies WGT of such      proceeding promptly after Distributor receives notice thereof, WGT has      control over the defense and settlement of the proceeding, Distributor      provides such assistance in the defense and settlement of the proceeding as      WGT may reasonably request, and Distributor complies with any settlement or      court order made in connection with such proceeding (e.g., as to the future      use of any infringing Product). WGT's obligations under this paragraph will      not apply to any infringement to the extent arising out of any use or      combination of the Product with any other products, goods, services or      other items furnished by Distributor or anyone other than WGT or to any      modification or change of the Product not made by WGT.

16.  Disclaimer and Release. THE WARRANTIES OF WGT AND THE REMEDIES OF      DISTRIBUTOR SET FORTH IN PARGRAPHS 14 AND 15 ARE EXCLUSIVE AND IN      SUBSTITUTION FOR, AND DISTRIBUTOR HEREBY WAIVES, RELEASES AND DISCLAIMS.      ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF WGT AND ALL OTHER      RIGHTS, REMEDIES AND CLAIMS OF DISTRIBUTOR, EXPRESS OR IMPLIED, ARISING BY      LAW OR OTHERWISE, WITH RESPECT TO ANY DEFECT, DEFICIENCY OR NONCONFORMITY      IN ANY PRODUCT OR OTHER ITEM FURNISHED BY OR ON BEHALF OF WGT UNDER THIS      AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; IMPLIED WARRANTY      ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USEAGE OF TRADE;      ANY OBLIGATION, LIABLITY, RIGHT, REMEDY OR CLAIM IN TORT (INCLUDING      NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABLITY, STRICKT      LIABILITY OR OTHER THEORY; AND CLAIM OF INFRINGEMENT.

17.  Representations. Distributor will be solely responsible for any      representations or warranties Distributor may make to any reseller with      respect to the Product or any products, goods, services or other items      provided by Distributor. Except to the extent inconsistent with paragraph      15, Distributor releases and will defend, indemnify and hold harmless WGT      and its officers, directors, employees, agents and representatives from any      and all claims, losses, damages, liens, liabilities, costs and expenses      (including, but not limited, reasonable attorneys' fees) incurred or      asserted by any reseller or otherwise arising out of or in connection with      (a) any misrepresentation, negligent or tortious act or omission, or breach      of or default under this Agreement by Distributor or by anyone else acting      for or on behalf of Distributor in connection with the promotion,      distribution or other dealings with respect to the Product; (b) any      reseller or end-user's use of the Product or any products or services of

                                       15





     Distributor; or (c) any representations and warranties made by Distributor      that are inconsistent with or in addition to the warranties made in WGT's      end-user license agreement or limited hardware warranty, as applicable,      accompanying each copy of the Product.

18.  Limitations of Liability. EXCEPT AS PROVIDED IN PARAGRAPH 15, WGT'S      LIABILITY(WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER      ACTIVE, PASSIVE, IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER      THEORY) UNDER THIS AGREEMENT OR WITH REGARD TO ANY PRODUCT OR OTHER ITEMS      FURNISHED UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE COMPENSATION      PAID TO WGT CONCERNING SUCH PRODUCT UNDER THIS AGREEMENT.

19.  Consequential Damages. IN NO EVENT WILL WGT BE LIABLE, WHETHER IN CONTRACT,      WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED),      PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), TO DISTRIBUTOR OR TO      ANY RESELLER OF DISTRIBUTOR, END-USER OR OTHER PERSON OR ENTITY FOR COST OF      COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES      (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFIT, BUSINESS OR DATA)      ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE      USE OF, INABIILTY TO USE OR RESULTS OF USE OF THE PRODUCT.

20.  Compliance with Laws. In performing this Agreement, Distributor will comply      with all applicable laws, regulations and other requirements, now or      hereafter in effect, of government authorities having jurisdiction.

21.  Export. Without limiting anything else herein, Distributor will not export      or re-export, directly or indirectly, the WGT Product to any country to      which export or re-export of such items is prohibited by the U.S. Export      Administration Act, regulations of the U.S. Department of Commerce and      other export controls of the U.S., as they may be amended without first      obtaining an appropriate written authorization from the U.S. Office of      Export Licensing or its successor. At the time of execution of this      Agreement, Distributor is prohibited from exporting or re-exporting ,      directly or indirectly, the WGT Product to the following countries: Cuba,      Libya, North Korea, Iran, Iraq, Ruwanda, Sudan, Syria and the Federal      Republic of Yugoslavia (Serbia and Montenegro). Notwithstanding the      foregoing list, Distributor is not relieved from its obligations to comply      with the foregoing export control laws, as such laws may be amended from      time to time. Distributor shall also comply with all other foreign or local      governmental export and import control laws, regulations and rules.

22.  Government Approvals. Distributor will obtain at its expense all licenses,      permits and other governmental approvals; will provide all notices; and      will pay all duties, taxes and other charges required for the license,      export, re-export and import of the Product distributed by the Distributor;      the license of the Software distributed by Distributor; and the      implementation of this Agreement.

                                       16

23.  Nonwaiver. The failure of either party to insist upon or enforce strict      performance of any of the provisions of this Agreement or to exercise any      rights or remedies under this Agreement will not be construed as a waiver      or relinquishment to any extent of such party's right to assert or rely      upon any such provisions, rights or remedies in that or any other instance;      rather, the same will be and remain in full force and effect.

24.  Assignment. Distributor will not assign all or any part of this Agreement      or any of its rights under this Agreement without the prior written consent      of WGT. Subject to the foregoing, this Agreement will be fully binding      upon, inure to the benefit of and be enforceable by the parties and their      respective successors and assigns.

25.  Survival. Paragraphs 1, 2, 3, 13 through 23 and all accrued obligations to      pay, together with all other provisions of this Agreement which may      reasonably be interpreted or construed as surviving the expiration or      termination of the Term, will survive the expiration or termination of the      Term.

26.  Notices. Any notice or other communication under this Agreement given by      either party to the other will be in writing and delivered either (a) in      person or by first-class, registered or certified mail or a recognized      overnight delivery service, return receipt requested, postage prepaid or      (b) by facsimile and then acknowledged as received by return facsimile by      the intended recipient. Notices will be deemed received only upon actual      receipt. Notices will be directed to the intended recipient at the address      specified below its signature on the signature page of this Agreement.      Either party may change its address by giving the other party notice of      such change in accordance with this paragraph.

27.  No Conflict. Distributor represents and warrants to WGT that Distributor is      free to enter into and perform this Agreement without thereby being in      breach of or default under the terms of any other contract, commitment or      understanding.

28.  Interpretation. The English language of this Agreement will govern any      interpretation of or dispute regarding the terms of this Agreement.      Paragraph captions are for convenience of reference and do not alter or      limit the terms of this Agreement. The parties hereto have expressly      required that the present Agreement and its Exhibits be drawn up on the      English language. / Les parties aux presentes ont expressement exige que la      presente conventions et se Annexes solent redigees en la langue anglaise.





29.  Governing Law; Venue. This Agreement will be governed by and interpreted in      accordance with the local laws of the State of Washington, U.S.A., without      regard to its conflicts of law provisions and not including the provisions      of the 1980 U.N. Convention in Contracts for the International Sale of      Goods. Distributor irrevocably consents, and submits to the jurisdiction of      the Federal and State courts of and located in King County, in the State of      Washington, U.S.A. Distributor will not commence or prosecute any suit,      claim, or proceeding arising under this Agreement other than in the courts      identified in the preceding sentence. Any remedy of WGT set forth in this      Agreement is in addition to any other remedy afforded to WGT under this      Agreement, any other contract, by law or otherwise.

                                       17

                         SUPPORT SERVICES AND PROCEDURES                                     EXHIBIT C

SUPPORT SERVICES:

WGT will provide the following training and product support programs to Distributor:

A.   Training.

Promptly after execution of this Agreement, WGT will conduct a one day technical and sales training program for three (3) of Distributor's employees. Such training will be held at Distributor's facilities. Distributor will be responsible for all costs and expenses incurred by Distributor's personnel in attending, receiving or securing training provided by WGT.

B.   Product Support Services.

WGT will provide the following product support services to Distributor for the Term of the Agreement:

1.   Telephone Support. Reasonable telephone and electronic mail support for the      Software will be available in response to a request from Distributor during      WGT's normal business hours (6:00 a.m. to 5:00 p.m., Monday through Friday,      Pacific Standard Time), excluding holidays that WGT recognizes. Only      Distributor's designated, approved personnel will communicate with WGT's      customer support specialists.

2.   Submitting a Service Request. To submit a request for service, Distributor      has two service options:

(a)  over the phone, the Distributor will dial WGT's service number as supplied      to Distributor by WGT. When a support specialist answers the phone,      Distributor will be prepared to discuss the problem with the support      specialist.

(b)  via electronic mail as supplied to Distributor by WGT, whereby a service      request can be submitted to WGT's electronic mail system.

In order to submit a service request, either telephonically or electronically, Distributor will employ the following procedures:

(a)  provide a clear description that fully explains what the problem is, and      when the problem occurs;

(b)  provide a diagnostic trace, sample code or file of the failure symptom that      has been recorded on the user's system; and

(c)  describe the steps taken to resolve the problem.

                                       18

3.   Priority. WGT will respond to problems with the Software in accordance with      the following priority schedule:

Priority One (P-1) is reserved for critical and severe Software problems which cause the Software to fail or act in a manner which causes the Software to be unusable.

Priority Two (P-2) is reserved for Software problems which cause a major component of the Software to become unusable but the overall Software continues to function.

Priority Three (P-3) is reserved for Software problems which cause minimal disruption to normal operations of the Software and can be avoided with a simple work-around process.

Priority Four (P-4) is reserved for all other problems of lesser severity.

4.   Response Time: Upon receipt of a service request, a WGT customer support      specialist will contact Distributor's designated, approved personnel within      the following response times to discuss the problem:

P-1 - respond within two (2) hours (subject to WGT's normal business hours) of





receipt of a P-1 problem and use all commercially reasonable and diligent efforts to create a fix or work-around as soon as practicable considering the nature of the problem.

P-2 - respond within four (4) hours (subject to WGT's normal business hours) of receipt of a P-2 problem and use all commercially reasonable and diligent efforts to create a fix or work-around as soon as practicable considering the nature of the problem.

P-3 - respond within twenty-four (24) hours (subject to WGT's normal business hours) of receipt of a P-3 problem and use all commercially reasonable efforts to create a fix or work-around which may be included in the next Update.

P-4 - respond within five (5) business days (subject to WGT's normal business hours) of receipt of a P-4 problem and target a fix in a future Update.

WGT will make any corrections available to Distributor via BBS, FTP site or other reasonable means.

                                       19

                             DISTRIBUTOR'S FORECAST                                     EXHIBIT D

Quarter 1: ____________, 19__ through ____________, 19__      $__________

Quarter 2: ____________, 19__ through ____________, 19__      $__________

Quarter 3: ____________, 19__ through ____________, 19__      $__________

Quarter 4: ____________, 19__ through ____________, 19__      $__________

                                       20 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
29401

EXHIBIT 99.2 Page 1 of 3 DISTRIBUTOR AGREEMENT Agreement made this 19t h day of March, 2020 Between: Co-Diagnostics, Inc. (herein referred to as Principal) And PreCheck Health Services, Inc. (herein referred to as Distributor). In consideration of the mutual terms, conditions and covenants hereinafter set forth, Principal and Distributor acknowledge and agree to the following descriptions and conditions: DESCRIPTION OF PRINCIPAL The Principal is a company located in Utah, United States and is in the business of research and development of reagents. The Principal markets and sells it products globally through direct sales and distributors. DESCRIPTION OF DISTRIBUTOR The Distributor is a company operating or planning to operate in the United States of America, Latin America, Europe and Russia. The Distributor represents that the Distributor or a subsidiary of the Distributor is or will be fully licensed and registered in the Territory and will provide professional distribution services for the products of the Principal. CONDITIONS: 1. The Principal appoints the Distributor as a non-exclusive distributor, to sell Principal's qPCR infectious disease kits, Logix Smart COVID-19 PCR diagnostic test and Co-Dx Box™ instrument (the Products). The Products are described on Exhibit A to this Agreement. 2. The Principal grants Distributor non- exclusive rights to sell these products within the countries of Romania (the Territory), which may be amended by mutual written agreement.

Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020





3. The Distributor accepts the appointment and shall use its commercially reasonable efforts to promote, market and sell the Products within the Territory, devote such time and attention as may be reasonably necessary and abide by the Principal's policies. 4. The Principal shall maintain the right to contact and market its products to potential customers in the Territory; but agrees to pass on all sales leads and orders to the Distributor. 5. The parties agree that the list of Products and/or prices may be amended from time to time. The Principal may unilaterally remove Products from the catalog or change prices. Additions to the Products shall be by mutual agreement. However, in the event the Distributor rejects a new product addition to the product list, the Principal shall then retain the right to market and distribute the new product that is rejected by the Distributor. 6. Unless accepted by the Principal, the Distributor agrees that during the term of this Agreement, the Distributor, either directly or indirectly, shall handle no products that are competitive with the Products within the Territory. 7. The Distributor shall obtain at its own expense, all necessary licenses and permits to allow the Distributor to conduct business as contemplated herein. The Distributor represents and warrants that the Distributor shall conduct business in strict conformity with all local, state and federal laws, rules and regulations. 8. The Principal agrees that the Distributor may employ or engage representatives or sub-distributors in furtherance of this Agreement and the Distributor agrees that the Distributor shall be solely responsible for the payment of wages or commissions to those representatives and sub-distributors, and that under no circumstances shall Distributor's representatives be deemed employees of Principal for any purpose whatsoever. 9. Principal will grant Distributor a discount based on the Products and Prices. The proposed discount is expected to be ¨%. Discount may vary depending on product volume ordered or promotions. 10. This Agreement shall be in effect until March 18. 2021, unless sooner terminated by either party upon (30) days written notice, without cause. 11. In the event of termination, the Distributor shall be entitled to receive all orders accepted by the Principal prior to the date of termination and may sell the ordered Products in the Territory. Payment to be made upon shipment.

Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020





12. In the event of termination, neither party, their heirs nor successors shall issue any challenge whatsoever to contest the termination. 13. The Distributor is an independent contractor and nothing contained in this agreement shall be deemed or interpreted to constitute the Distributor as a partner or employee of the Principal, nor shall either party have any authority to bind the other in any respect, it being understood and agreed that all orders submitted by the Distributor are subject to acceptance by Principal in its sole discretion. 14. It is agreed between the parties that there are no other agreements or understandings between them relating to the subject matter of this Agreement. This Agreement supersedes all prior agreements, oral or written, between the parties and is intended as a complete and exclusive statement of the agreement between the parties. No change or modification of this Agreement shall be valid unless the same be in writing and signed by the parties. 15. This Agreement shall not be assigned by the Distributor without the prior written consent of the Principal. 16. Official communication from Distributor or the Principal shall be in written form or by email, acknowledged by the recipient. 17. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas without regard to principles of conflicts of laws. 18. Each of Principal and Distributor represents that it has the right to enter into this Agreement and that this Agreement does not violate any agreement to which it is a party. Principal represents that it owns or has rights to the intellectual property embodied in the Products. Intending to be legally bound, the parties hereto have caused this Agreement to be executed as of the date first above written. BY /s/ Cameron Gundry BY /s/ Justin Anderson Cameron Gundry, Dir. of Commercialization Justin Anderson, CEO Co-Diagnostics, Inc. PreCheck Health Services, Inc. (Principal) (Distributor)

Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020





.EXHIBIT A LIST OF PRODUCTS

Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020





Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020





Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
4073

Exhibit 10.7 CONSULTING AGREEMENT THIS AGREEMENT made this 30th day of April (the Effective Date) between Slinger Bag Inc., a Nevada company (the Company) and Aitan Zacharin, an individual residing in Bet Shemesh, Israel (the Consultant) A. The Company is engaging Consultant as a consultant in respect of investor relations, corporate structure, public relations and commercial development. B. The Company and the Consultant wish to formally record the terms and conditions of such engagement. C. Each of the Company and the Consultant has agreed to the terms and conditions set forth in this Agreement, as evidenced by their respective execution hereof. NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE 1 CONTRACT FOR SERVICES 1.1 Engagement of Consultant. The Company hereby agrees to engage the Consultant in accordance with the terms and provisions hereof. (a) Term. Unless terminated earlier in accordance with the provisions hereof, this Agreement will commence on the Effective Date and will continue for a period of three (3) years therefrom (the Term). (b) Service. The Consultant agrees to faithfully, honestly and diligently serve the Company and to devote the time, attention efforts to further the business interests of the Company and utilize his professional skills and care during the Term. 1.2 Duties : The Consultant's services hereunder will be provided on the basis of the following terms and conditions: (a) The Consultant will report directly to the chief executive officer and/or other officers of the Company; (b) The Consultant will be responsible for advising on and facilitating the Company's investor relations, corporate structure and governance, public relations and commercial development activities and supervising, liaising and instructing outside service providers, in each case, subject to any applicable law and to instructions provided by the officers of the Company from time to time.





2 (c) The Consultant will faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Company, acting reasonably, and the Consultant will provide any other services not specifically mentioned herein, but which by reason of the Consultant's capability, the Consultant knows or ought to know to be necessary to ensure that the best interests of the Company are maintained. (d) The Consultant will assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the Company. (e) The Consultant will report the results of his duties hereunder to the Company as it may request from time to time. Article 2 COMPENSATION 2.1 Remuneration. (a) The Consultant's monthly base consulting fee shall be three thousand two hundred fifty United States dollars ($3,250 (together with any increases thereto as hereinafter provided, the Base Consulting Fee) through 19 August 2020. Commencing on 20 August 2020, Consultant's Base Consulting Fee shall be increased to $8,500 per calendar month. The Base Consulting Fee shall be payable in accordance with the Company's normal payroll procedures in effect from time to time. All subsequent monthly payments of Base Consulting Fee shall be paid within the first five days of the following calendar month. The Base Consulting Fee may be increased by the Board from time to time during the Term, but shall be reviewed by the Board at least annually (b) The Company shall also issue Consultant as soon as reasonably practicable warrants to purchase 1,250,000 shares of common stock in the form attached hereto as Annex A. The Company agrees to bear all costs and fees to be charged by the Company's transfer agent in respect of such shares. (c) The Consultant shall be eligible to participate in benefit plans currently and hereafter maintained by the Company of general applicability to other consultants of the Company. Subject to the following sentence, the Consultant will be entitled to receive up to a one-time bonus of 1,500,000 shares of common stock of the Company promptly after the value of the Company's outstanding stock equals $100 million dollars. (d) In addition to the foregoing, the Company will grant the Consultant additional compensation in the form of cash or shares in cases of extraordinary contribution by him to the benefit of the Company as the Board of Directors of the Company will decide.





3

2.2 Incentive Plans. The Consultant will be entitled to participate in any bonus plan or incentive compensation plans (including, without limitation, equity or option plans) for consultants or outside service-providers adopted by the Company. The Consultant's bonus payment level will be set at a minimum of 25% of the annual gross Base Consulting Fee. It is agreed that any such plans will be retroactive to the Effective Date.

2.3 Expenses. The Consultant will be reimbursed by the Company for all reasonable business expenses incurred by the Consultant in connection with his duties. This includes, but is not limited to, payments of expenses incurred when traveling abroad and others. In this connection, the Consultant will be issued, as soon as practicable, a Company credit card that the Consultant will use to pay for any and all expenses that pertain to the Company.

ARTICLE 3 CONFIDENTIALITY AND NON-COMPETITION 3.1 Maintenance of Confidential Information. (a) The Consultant acknowledges that, in the course of performing his obligations hereunder, the Consultant will, either directly or indirectly, have access to and be entrusted with confidential information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the Confidential Information). (b) The Consultant acknowledges that the Company's Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly, the Consultant covenants and agrees that, as long as he works for the Company, the Consultant will keep in strict confidence the Company's Confidential Information and will not, without prior written consent of the Company, disclose, use or otherwise disseminate the Company's Confidential Information, directly or indirectly, to any third party. (c) The Consultant agrees that, upon termination of his services for the Company, he will immediately surrender to the Company all Company Confidential Information then in his possession or under his control. 3.2 Exceptions. The general prohibition contained in Section 4.1 against the unauthorized disclosure, use or dissemination of the Company's Confidential Information will not apply in respect of any Company Confidential Information that: (a) is available to the public generally; (b) becomes part of the public domain through no fault of the Consultant; (c) is already in the lawful possession of the Consultant at the time of receipt of the Company's Confidential Information; or (d) is compelled by applicable law or regulation to be disclosed, provided that the Consultant gives the Company prompt written notice of such requirement prior to such disclosure and provides commercially reasonable assistance at the request and expense of the Company, in obtaining an order protecting the Company's Confidential Information from public disclosure.





4 ARTICLE 4 TERMINATION 4.1 Termination of Engagement. The Consultant's engagement may be terminated only as follows: (a) Termination by the Company (i) For Cause. The Company may terminate the Consultant's engagement for Cause. (ii) Without Cause. The Company may terminate Consultant's engagement at any time by giving Consultant 60 days prior written Notice of the termination. In such case, 100% of the Consultant's unvested stock and, if applicable, option or warrant compensation of any nature will vest without any further action required on the part of the Consultant or the Company and the Company will deliver to the order of the Consultant promptly upon receipt of a written demand of the Consultant such shares of common stock or options at its sole expense as become due to Consultant hereunder. The Consultant's right to receive compensation whether in cash or securities shall survive any termination of this Agreement Without Cause. (b) Termination by the Consultant (i) For Good Reason. The Consultant may terminate the Consultant's engagement with the Company for Good Reason. (ii) Without Good Reason. The Consultant may voluntarily terminate the Consultant's engagement with the Company at any time by giving the Company 120 days prior written Notice of the termination. (c) Termination Upon Death or Disability (i) Death. The Consultant's engagement shall terminate upon the Consultant's death. (ii) Disability. The Company may terminate the Consultant's engagement upon the Consultant's Disability. (d) For the purpose of this Article 3, Cause means: (i) Breach of Agreement. Consultant's material breach of Consultant's obligations of this Agreement, not cured after 30 days' Notice from the Company.





5 (ii) Gross Negligence. Consultant's gross negligence in the performance of Consultant's duties. (iii) Crimes and Dishonesty. Consultant's conviction of or plea guilty to any crime involving, dishonesty, fraud or moral turpitude. (iv) In the event of termination of this agreement for Cause, the Company may terminate the Consultant's engagement after 30 days' Notice. (e) For the purpose of this Article 5, Good Reason means: (i) Breach of Agreement. The Company's material breach of this Agreement, which breach has not been cured by the Company within 30 days after receipt of written notice specifying, in reasonable detail, the nature of such breach or failure from Consultant. (ii) Non Payment. The failure of the Company to pay any amount due to Consultant hereunder, which failure persists for 30 days after written notice of such failure has been received by the Company. (iii) Change of Responsibilities/Compensation. Any material reduction in Consultant's title or a material reduction in Consultant's duties or responsibilities or any material adverse change in Consultant's Base Consulting Fee or any material adverse change in Consultant's benefits. (f) It is agreed that in the event of termination of this agreement if the Company decides that the Consultant's services are not needed during the termination period, the Company will continue to be responsible for paying cash and equity compensation as defined in Article 2 of this Agreement for the entire termination period. Neither the Company, nor the Consultant will be entitled to any notice or payment in excess of that specified in this Article 5. (g) Upon the termination (whether for cause, disability, death, without cause, or by way of change of control), the Company shall pay to Consultant on the date required under applicable law: (i) any accrued but unpaid Base Consulting Fee for services rendered as of the date of termination, (ii) (if applicable) any accrued but unpaid vacation pay, and (iii) the business expenses reasonably incurred by the Consultant up to the date of termination or resignation and properly reimbursable, in each case less any applicable deductions or withholdings required by law. Section 4.2 Termination for Cause, Disability or Death (a) In the event that this Agreement and the Consultant's engagement with the Company is terminated for Cause, the Company shall provide the Consultant written notice thereof and Consultant or Consultants surviving next of kin shall be entitled only to the amounts specified in Section 3.1. plus all vested common shares and, if applicable options and warrants.





6 (b) In the event of the Consultants service terminates by reason of the Consultants disability or death, the accrued salary may be paid, and options and warrants may be exercised by the by the Consultant or the Consultant's legal representatives, executors or assigns, as the case may be, for a period of one (1) year from the date of death or disability. Section 4.3 Termination without Cause In the event this Agreement and the Consultant's engagement with the Company is terminated by the Company without Cause (other than for death or Disability or in connection with a change of control), then in addition to the amounts specified in Section 4.1 and subject to the Consultant's execution and non-revocation of a separation agreement containing a general release and waiver of liability against the Company and anyone connected with it in form acceptable to the Company, the Consultant shall be entitled to receive, and the Company shall pay the Consultant, two (2) years Base Consulting Fee (less statutory deductions and withholdings) in a single lump sum, paid in full within 30 days of termination. Further, Consultant shall be entitled to all vested common shares and, if applicable, options and warrants with vesting continuing for 12 months following termination as applicable. ARTICLE 5 MUTUAL REPRESENTATIONS 5.1 The Consultant represents and warrants to the Company that the execution and delivery of this Agreement and the fulfilment of the terms hereof (a) will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound; and (b) do not require the consent of any person or entity. 5.2 The Company represents and warrants to the Consultant that this Agreement has been duly authorized, executed and delivered by the Company and that the fulfilment of the terms hereof (a) will not constitute a default under or conflict with any agreement of other instrument to which it is a party or by which it is bound; and (b) do not require the consent of any person of entity. 5.3 Each party hereto warrants and represents to the other that this Agreement constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless if enforcement is sought in proceeding in equity or at law).





7 ARTICLE 6 NOTICES 6.1 Notices. All notices required or allowed to be given under this Agreement must be made either personally by delivery to or by facsimile transmission to the address as hereinafter set forth or to such other address as may be designated from time to time by such party in writing: (a) in the case of the Company, to: Slinger Bag Inc. To be provided under separate cover within three days after the date hereof; in the event that Consultant does not receive notice of address within such period, then Consultant shall be entitled to send any notice to any email address of the Company known to Consultant and the sending of any such notice shall constitute receipt of notice whether the Company receives such notice or not. (b) and in the case of the Consultant, to the Consultant's last residence address known to the Company or aitan@gcanrx.com. 6.2 Change of Address. Any party may, from time to time, change its address for service hereunder by written notice to the other party in the manner aforesaid. ARTICLE 7 GENERAL 7.1 Further Assurances. Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby. 7.2 Waiver. No provision hereof will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is made in writing and signed by the party to be charged with such waiver or consent. A waiver by a party of any provision of this Agreement will not be construed as a waiver of a further breach of the same provision. 7.3 Amendments in Writing. No amendment, modification or rescission of this Agreement will be effective unless set forth in writing and signed by the parties hereto.





8 7.4 Assignment. Except as herein expressly provided, the respective rights and obligations of the Consultant and the Company under this Agreement will not be assignable by either party without the written consent of the other party and will, subject to the foregoing, inure to the benefit of and be binding upon the Consultant and the Company and their permitted successors or assigns. Nothing herein expressed or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement. For the avoidance of doubt, it is agreed that in the event that the Company participates in a merger, acquisition, restructuring, reorganization or other transaction in which the Company is merged into, sold to or otherwise becomes part of or owned by another company or entity, this Agreement will remain in force and be binding on any such successor, surviving or acquiring company or entity. 7.5 The Company acknowledges and agrees that the Consultant may submit to the Company invoices from a company that employs him in lieu of invoices on his name. The Consultant confirms that any such invoice will replace his own invoice and he agrees that his fees will be paid by the Company to third parties provided that it is done as per his instructions to the Company. 7.6 Severability. In the event that any provision contained in this Agreement is declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, such provision will be deemed not to affect or impair the validity or enforceability of any other provision of this Agreement, which will continue to have full force and effect. 7.7 Headings. The headings in this Agreement are inserted for convenience of reference only and will not affect the construction or interpretation of this Agreement. 7.8 Number and Gender. Wherever the singular or masculine or neuter is used in this Agreement, the same will be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires. 7.9 Time. Time is of the essence in this Agreement. 7.10 Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of New York without reference to its conflicts of laws principles or the conflicts of laws principles of any other jurisdiction, and each of the parties hereto expressly attorns to the jurisdiction of the courts of the State of New York. The sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement will be the applicable New York state or federal court. 7.11 This Agreement (including all Annexes thereto) constitutes the entire agreement between the Parties with respect to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to this matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date and year first above written. Slinger Bag Inc. By: Title: Agreed and accepted: Aitan Zacharin





9 Annex A THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. WARRANT TO PURCHASE COMMON STOCK Company: Slinger Bag Inc. Holder: Aitan Zacharin Shares: 1,250,000 shares of the Company's common stock. Class of Stock: common shares of stock of the Company Exercise Price per share: par value Issue Date: 30 April 2020 Term: See Section 4.1 THIS WARRANT CERTIFIES THAT, for value received as consideration pursuant to that certain amended and restated service agreement dated 30 April 2020 (the Service Agreement) and for other good and valuable consideration the sufficiency of which is hereby acknowledged, Holder is entitled to receive the Shares in the form of fully paid and nonassessable shares of the Company at the Exercise Price, all as set forth herein, subject to the provisions and upon the terms and conditions set forth in this Warrant. ARTICLE 1. EXERCISE. 1.1 Method of Exercise. Payment. (a) Cash Exercise. The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant (with the notice of exercise form attached hereto as Appendix 1 duly executed) at the principal office of the Company, and by the payment to the Company, by certified, cashier's or other check acceptable to the Company or by wire transfer to an account designated by the Company, of an amount equal to the aggregate Exercise Price of the Shares being purchased.





10 (b) Net Issue Exercise. In lieu of exercising this Warrant, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula: Y (A-B) X = ——————— A Where: X = the number of Shares to be issued to the Holder. Y = the number of the Shares being exercised on the date of determination. A = the fair market value of one Share on the date of determination. B = the per share Exercise Price (as adjusted to the date of such calculation). (c) Fair Market Value. For purposes of this Article 1, the per share fair market value of the Warrant Shares shall mean:





11 (i) If the Company's Common Stock is publicly traded, the per share fair market value of the Warrant Shares shall be the average of the closing prices of the Common Stock as quoted on the Over-the-Counter Bulletin Board, or the principal exchange on which the Common Stock is listed, in each case for the fifteen trading days ending five trading days prior to the date of determination of fair market value; (ii) If the Company's Common Stock is not so publicly traded, the per share fair market value of the Warrant Shares shall be such fair market value as is determined in good faith by the Board of Directors of the Company after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm's length. 1.2 Delivery of Certificate and New Warrant. Promptly after Holder first exercises this Warrant, the Company shall deliver to Holder certificates for or other evidence (reasonably acceptable to the Holder) of the Shares received and, if this Warrant has not been fully exercised and has not expired, a new Warrant representing the Shares not so received. 1.3 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. ARTICLE 2. ADJUSTMENTS TO THE SHARES. 2.1 Stock Dividends, Splits, Combinations, Etc. If the Company declares or pays a dividend on the Shares payable in Common Stock, or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increases the amount of stock into which the Shares are convertible, the number of shares purchasable hereunder shall be proportionately increased and the Exercise Price shall remain the same. If the outstanding shares of the Company are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 2.2 Reclassification, Exchange or Substitution, Etc. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or net exercise of this Warrant, Holder shall be entitled to receive, upon exercise or net exercise of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or net exercise of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or net exercise of this Warrant.





12 2.3 Merger or Consolidation. Upon any capital reorganization of the Company's capital stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2) or a merger or consolidation of the Company with or into another corporation, then as a part of such reorganization, merger or consolidation, provision shall be made so that the Holder shall thereafter be entitled to receive upon the exercise of this Warrant, the number and kind of securities and property of the Company, or of the successor corporation resulting from such reorganization, merger or consolidation, to which that Holder would have received for the Shares if this Warrant had been exercised immediately before such reorganization, merger or consolidation. 2.4 Fractional Shares. No fractional Shares shall be issuable upon exercise or net exercise of this Warrant and the number of Shares to be issued shall be rounded up to the nearest whole Share. ARTICLE 3. COVENANTS OF THE COMPANY. 3.1 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to effect any reclassification or recapitalization of any of its stock; or (c) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the Company shall give Holder: (1) at least three (3) days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of Common Stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) above; and (2) in the case of the matters referred to in (b) and (c) above at least three (3) days prior written notice of the date when the same will take place (and specifying the date on which the holders of Common Stock will be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event). 3.2 No Stockholder Rights or Liabilities. Except as provided in this Warrant, the Holder will not have any rights as a stockholder of the Company until the exercise of this Warrant. Absent an affirmative action by the Holder to purchase the Shares, the Holder shall not have any liability as a stockholder of the Company. 3.3 Closing of Books. The Company will at no time close its transfer books against the transfer of this Warrant or of any Shares issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. ARTICLE 4. MISCELLANEOUS. 4.1 Term. This Warrant is exercisable in whole or in part at any time and from time to time on or before the earlier of 5:00 pm GMT on the tenth (10th) anniversary of the Issue Date. 4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.





13 4.3 Transfers. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). After compliance with all restrictions on transfer set forth in this Section 4.3, and within a reasonable time after the Company's receipt of an executed assignment agreement, the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. In the event of a partial transfer, the Company shall issue to the new holders one or more appropriate new warrants. 4.4 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such Holder from time to time. Effective upon receipt of the fully executed Warrant, all notices to the Holder shall be addressed as set forth on the signature page hereto until the Company receives notice of a change of address in connection with a transfer or otherwise. Notice to the Company shall be addressed as set forth on the signature page hereto until the Holder receives notice of a change in address. 4.5 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 4.6 Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. 4.7 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law. Please indicate your acceptance of these terms by countersigning where indicated below. Slinger Bag Inc. Name: Title: Agreed and accepted: Aitan Zacharin





14 Appendix 1 SLINGER BAG INC. EXERCISE NOTICE Reference is made to the Warrant Agreement dated 30 April 2020 between Slinger Bag Inc. (the Company) and Aitan Zacharin (the Warrant Agreement). In accordance with and pursuant to the Warrant Agreement, the undersigned hereby elects to exercise the Warrant to purchase shares of common stock of the Company as set forth below. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Warrant Agreement. Date of Exercise: __________________________________________________ Number of shares of ordinary/common (or its equivalent) stock to be purchased:________________________________ Please issue shares of common stock in the following name and to the following address: Issue to: _________________________________________ Address: _________________________________________ Telephone Number: ________________________________ Email address: _________________________________ Holder: __________________________________________ By: Title: 
Question: Highlight the parts (if any) of this contract related to Revenue/Profit Sharing that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?

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