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 unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Q: Exhibit 10.1

COOPERATION AGREEMENT

This Cooperation Agreement (Agreement) is entered into as of July 1, 2020, by and between e.l.f. Beauty, Inc., a Delaware corporation (the Company), and Marathon Partners Equity Management, LLC (Marathon Partners), Marathon Partners L.P., Marathon Focus Fund L.P., Marathon Partners LUX Fund, L.P., Cibelli Research & Management, LLC and Mario Cibelli (collectively, the Marathon Parties) (each of the Company, on the one hand, and the Marathon Parties, on the other hand, a Party to this Agreement, and collectively, the Parties).

RECITALS

WHEREAS, the Marathon Parties have voting power or sole dispositive power or otherwise have beneficial ownership of 2,585,000 shares of the common stock, par value $0.01 per share, of the Company (the Common Stock) as of the date of this Agreement;

WHEREAS, Marathon Partners submitted a letter to the Company on May 28, 2020 (the Nomination Notice) nominating a slate of director candidates to be elected to the Board of Directors of the Company (the Board) at the Company's 2020 Annual Meeting of Shareholders (the 2020 Annual Meeting); and

WHEREAS, as of the date of this Agreement, the Company and the Marathon Parties have determined to come to an agreement with respect to certain matters set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows:

1. Board Nomination; Certain Information; Other Board and Company Actions.

(a) Lori Keith (the New Director) has provided the Company with (i) fully completed and executed copies of the Company's standard director & officer questionnaire, representation and agreement letter, and other reasonable and customary director onboarding documentation, including (A) all information reasonably requested by the Company that is required to be disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their appointment, nomination or election as a director of the Company and (B) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their appointment, nomination or election as a director of the Company and required by the Company in connection with the appointment or election of new members of the Board, (ii) an executed consent of the New Director to be named in any proxy statement or other filings under applicable law or stock exchange rules or listing standards and to serve as a Class III Director and (iii) a written representation that the New Director, if elected as a director of the Company, would be in compliance, and will comply with, all applicable confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, stock ownership and trading policies and guidelines, and other policies of the Company applicable to members of the Board (collectively, the Information), and has cooperated with a background check.

(b) Based on the Information, the Nominating and Corporate Governance Committee (the Nominating Committee) of the Board and the Board have determined that the New Director may serve as an independent director of the Company in accordance with the rules and listing standards of the New York Stock Exchange (NYSE) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the SEC).

(c) As promptly as practicable, but in no event later than two business days following the execution of this Agreement, the Nominating Committee and the Board shall take all necessary action to (i) increase the size of the Board from eight to nine directors, with such new Board seat to be in Class III, (ii) appoint the New Director as a Class III director on the Board and (iii) appoint the New Director to the Nominating Committee.





(d) Immediately following the execution of this Agreement by the Parties, the Marathon Parties shall send a letter to the Secretary of the Company irrevocably withdrawing (i) the Nomination Notice, and, accordingly, (ii) their nomination of Mario Cibelli, Dhiren Fonseca and Beth Birnbaum (the Nominations) for election to the Board as Class I directors at the 2020 Annual Meeting and (iii) the Marathon Parties' demand letter pursuant to Section 220 of the Delaware General Corporation Law, dated April 12, 2019.

(e) The Board shall take all necessary action to include in the proposals to be voted on at the 2020 Annual Meeting (i) a say-on-pay proposal of the Company and (ii) a vote as to the frequency at which say-on-pay proposals will be presented to and voted on by the stockholders at future annual meetings of the Company, which shall include a recommendation by the Board that stockholders vote FOR annual say-on-pay proposals.

(f) The Board shall take all necessary action to amend Section 3.1(a) of the 2016 Equity Incentive Award Plan of the Company (the 2016 Incentive Plan) to reduce the maximum automatic annual percentage increase of shares of Common Stock reserved for issuance under the 2016 Incentive Plan from 4% to 2%. During the Support Period (as defined below), the Board shall not (i) adopt a new equity incentive award plan or otherwise seek to amend the 2016 Incentive Plan to increase the Share Limit (as defined in the 2016 Incentive Plan) or (ii) issue Awards (as defined in the 2016 Incentive Plan) in excess of the Share Limit (as defined in the 2016 Incentive Plan).

(g) The New Director (or any Replacement (as defined below)), in addition to all current directors, will (A) comply with all policies, procedures, codes, rules, standards and guidelines applicable to members of the Board and (B) keep confidential all Company confidential information and not disclose to any third parties (including the Marathon Parties) discussions or matters considered in meetings of the Board or Board committees.

(h) Annual grants of equity awards to executive officers of the Company in 2021 will take place during the open trading window following the Company's fourth quarter earnings call in 2021. The proxy statement for the 2020 Annual Meeting shall include language describing the obligation of the Company set forth in this Section 1(h).

(i) Nothing in this Agreement shall be deemed to abridge or limit the fiduciary duties of any member of the Board under Delaware law.

(j) The New Director (or any Replacement (as defined below)) may attend as a non-voting observer any meeting(s) of the Compensation Committee of the Board (the Compensation Committee) held following the date of this Agreement and during the Support Period, and shall receive a copy of any materials disseminated to Compensation Committee members in connection with such meeting(s).

2. Representations of the Marathon Parties. The Marathon Parties represent and warrant to the Company as of the date hereof as follows:

(a) The Marathon Parties are the beneficial owners of 2,585,000 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the Marathon Parties, and (i) the Marathon Parties' interests in the Common Stock and debt or other securities of the Company is as set forth on Exhibit A, (ii) except as set forth on Exhibit A, the Marathon Parties do not currently have, and do not currently have any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps, puts, calls, appreciation rights or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement) (collectively, Securities of the Company) and (iii) the Marathon Parties will not, directly or indirectly, compensate or agree to compensate the New Director for her service as a director of the Company with any cash, securities (including any rights or options convertible into or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement), or other form of compensation. The terms

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beneficially owns and beneficial ownership for all purposes under this Agreement shall have the meanings set forth in Rule 13d-3 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the Exchange Act). As used in this Agreement, the terms Affiliate and Associate shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

(b) The Marathon Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over any of the securities set forth on Exhibit A, or to transfer, hypothecate or lend any of the securities set forth on Exhibit A.

(c) Each of the Marathon Parties represents and warrants to the Company as of the date hereof that it has the power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by each of the Marathon Parties, and constitutes a legal, valid and binding obligation of each of the Marathon Parties, enforceable against each of the Marathon Parties in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles, (ii) does not require the approval of any investor in or member of the Marathon Parties and (iii) does not violate any law, order of any court or any governmental agency or regulation or the charter or any organizational document of the Marathon Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the Marathon Parties or any of their respective assets is bound.

3. Representations of the Company. The Company represents and warrants to the Marathon Parties as of the date hereof that it has the corporate power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles and (ii) does not violate any law, order of any court or any agency or regulation or the Company's Certificate of Incorporation or the Amended and Restated Bylaws of the Company (the Bylaws), or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the Company or any of its assets or the assets of its subsidiaries are bound. The Company further represents and warrants to the Marathon Parties as of the date hereof that since March 2, 2019 it has not granted any performance equity awards to any named executive officers other than those disclosed or referenced by the Company in its Forms 4 filed with the SEC in June 2020.

4. Support Period Covenants.

(a) During the period commencing on the date hereof and ending at 11:59 pm New York Time on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the Company's 2021 Annual Meeting of Stockholders (the 2021 Annual Meeting) as determined by applicable law and set forth in the Bylaws (such period, as modified, if applicable, in Section 4(b) below, the Support Period), the Marathon Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting and any other meeting of stockholders of the Company, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the Marathon Parties on the record date for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) to ratify the appointment of the Company's independent registered public accounting firm, (iii) in accordance with the Board's recommendation with respect to the Company's say-on-pay proposal and compensation plans and any amendments thereto and (iv) in favor of any other proposals recommended by the Board, provided, that with respect to any extraordinary matter, including any merger, acquisition, recapitalization, restructuring, financing, disposition, distribution, spin-off, asset sale, joint venture or other business combination involving the Company or its subsidiaries which requires a vote of the Company's stockholders, the Marathon Parties shall have the right to vote the shares of Common Stock beneficially owned by the Marathon Parties in their sole discretion. The Marathon Parties shall provide written evidence of such vote to the Company no later than ten (10) business days prior to the 2020 Annual Meeting.

(b) Notwithstanding the foregoing, if either:

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(i) at any time between the date of this Agreement and the date that is thirty (30) days prior to the expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as determined by applicable law and set forth in the Bylaws (such date, the 2021 Annual Meeting Nomination Window Date), the Marathon Parties do not meet the Minimum Ownership Threshold (as defined below), or

(ii) as of the 2021 Annual Meeting Nomination Window Date, all of the following conditions have been met:

a. if the New Director or her Replacement is a director on the Board as of the 2021 Annual Meeting Nomination Window Date, the New Director or her Replacement (as applicable) is a member of the Nominating Committee as of such date,

b. between the date of this Agreement and the 2021 Annual Meeting Nomination Window Date, Tarang Amin has not entered into a voting agreement or similar agreement that would subject any Securities of the Company beneficially owned by Mr. Amin to any arrangement or agreement with respect to the voting thereof with any other person that is a holder of any Securities of the Company and that is not affiliated with Mr. Amin or his estate planning, or that would give Mr. Amin the power to vote or direct the voting of any Securities of the Company beneficially owned by any other person that is not affiliated with Mr. Amin or his estate planning,

c. between the date of this Agreement and the 2021 Annual Meeting Nomination Window Date, the Company has not issued shares of Common Stock (and/or Securities of the Company convertible into, or exercisable for, shares of Common Stock) in any transaction that represents more than 20% of the issued and outstanding shares of Common Stock (including any Securities of the Company convertible into, or exercisable for, shares of Common Stock) immediately prior to such issuance,

d. the Company has confirmed that the proxy statement for the 2021 Annual Meeting shall include language describing the obligation of the Company set forth in Section 1(h) above as relates to annual grants of equity awards to executive officers of the Company in 2022, and

e. the Company has confirmed that any director(s) or officer(s) of the Company who beneficially owned 3% or more of the issued and outstanding shares of Common Stock as of the record date for the 2020 Annual Meeting voted all such shares at the 2020 Annual Meeting in favor of annual say-on-pay proposal frequency at future annual meetings of the Company,

then, for all purposes under this Agreement, the Support Period shall not expire on the 2021 Annual Meeting Nomination Window Date, and instead the Support Period shall automatically be extended until 11:59 pm New York Time on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the Company's 2022 Annual Meeting of Stockholders as determined by applicable law and set forth in the Bylaws for all purposes under this Agreement, and the Marathon Parties shall be required to (x) appear in person or by proxy at the 2021 Annual Meeting or any other meeting of stockholders of the Company held on or after the 2021 Annual Meeting Nomination Window Date and prior to the end of the Support Period, (y) vote any of the shares of Common Stock beneficially owned by the Marathon Parties in accordance with Section 4(a)(i), (ii), (iii) and (iv) at any meeting of stockholders of the Company held on or after the 2021 Annual Meeting Nomination Window Date and prior to the end of the Support Period, provided, however, that in the event that Institutional Shareholder Services Inc. (ISS) recommends otherwise with respect to the Company's say-on-pay proposal or any proposal relating to any compensation plan submitted for shareholder approval at the 2021 Annual Meeting, including any amendments thereto, each of the Marathon Parties will be permitted to vote in accordance with the ISS

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recommendation in its discretion, and (z) provide written evidence of such vote by the Marathon Parties at any meeting of stockholders of the Company held on or after the 2021 Annual Meeting Nomination Window Date and prior to the end of the Support Period (including the 2021 Annual Meeting) no later than ten (10) business days prior to any such meeting (including the 2021 Annual Meeting). As used herein, the Minimum Ownership Threshold shall mean beneficial ownership equal to or greater than 2.0% of the issued and outstanding shares of Common Stock. The Marathon Parties shall provide notice to the Company within two business days following the date on which the Marathon Parties no longer meet the Minimum Ownership Threshold.

(c) If at any time during the Support Period (x) the New Director is unable to serve out her term as a Class III Director on the Board for any reason, and (y) as of such time, the Marathon Parties have maintained since the date of this Agreement the Minimum Ownership Threshold and the Marathon Parties have provided evidence of such ownership, together with a certification of such ownership, to the Company, then the Marathon Parties and the Company shall negotiate in good faith to propose a mutually-agreed upon replacement director (the Replacement) to be appointed to the Board to serve as her successor for the remainder of her current term as a Class III Director in accordance with the Bylaws, provided such Replacement (i) qualifies as independent pursuant to the rules and listing standards of the NYSE and applicable SEC rules and regulations, (ii) has provided the Company with the Information, (iii) has cooperated with a background check and (iv) has executed all documents required to be executed by directors of the Company. The Replacement shall be promptly appointed to the Board and at least one standing committee of the Board, subject to the approval by each of the Nominating Committee and the Board, after conducting a good faith customary due diligence process and consistent with the Board's fiduciary duties.

5. Standstill Covenants.

(a) Except as otherwise contemplated in Section 4 of this Agreement, at all times during the Support Period, the Marathon Parties shall not, and shall cause their Affiliates and Associates and their and such Affiliates' and Associates' respective equity owners (including members and limited partners), directors, officers, managers and employees not to, and will direct their consultants, agents, representatives, attorneys and advisors (to the extent directly or indirectly acting on behalf of the Marathon Parties) (collectively, the Marathon Party Representatives) not to, directly or indirectly, in any manner, alone or in concert with others:

(i) make, engage, solicit, or in any way participate in any solicitation of proxies (as such term under the Exchange Act) or consents to vote, or knowingly advise, encourage or influence any person or entity with respect to the voting of any Securities of the Company or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act) (other than a solicitation or acting as a participant in support of all of the nominees recommended by the Board at any stockholder meeting);

(ii) propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals (whether made pursuant to Rule 14a-8 under the Exchange Act or otherwise) or call, attempt to call or solicit consents to call a special meeting of stockholders of the Company;

(iii) agree or propose to grant any proxies with respect to, or deposit any Securities of the Company in a voting trust or similar arrangement or subject any Securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in Section 4 of this Agreement;

(iv) take any action to form, join, encourage, influence or in any way participate in any partnership, limited partnership, syndicate or other group (as such term is contemplated in Rule 13d-5 promulgated under the Exchange Act) with respect to the Securities of the Company (other than a group formed with an Affiliate of the Marathon Parties) or otherwise act in concert with any person or entity for the purpose of circumventing the provisions or purposes of this Agreement;

(v) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including beneficial ownership) of the Securities of the Company, any direct or indirect rights or options to

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acquire any such Securities of the Company, any derivative securities or contracts or instruments in any way related to the price of shares or value of Common Stock, any other securities of the Company, or any assets or liabilities of the Company, provided that the Marathon Parties and their Affiliates, in the aggregate, may acquire beneficial ownership of up to 12.5% of the Company's outstanding shares of Common Stock;

(vi) other than in open-market transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the Securities of the Company or any rights decoupled from the underlying Securities of the Company held by the Marathon Parties or any of their Affiliates or Associates to any person or entity not (A) a party to this Agreement, (B) a member of the Board or (C) an officer of the Company (any person or entity not set forth in clauses (A)-(C) shall be referred to as a Third Party), that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 4.9% of the shares of Common Stock outstanding at such time, other than Schedule 13G filers that are mutual funds, pension funds, index funds or investment fund managers with no known history of activism or known plans to engage in activism, except in a transaction approved in advance by the Board;

(vii) effect or seek to effect, offer or propose to effect, cause or participate in, or knowingly assist or facilitate any other person or entity to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, division, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an Extraordinary Transaction), or make any public statement with respect to an Extraordinary Transaction; provided, however, that nothing in this Agreement shall prevent the Marathon Parties from making a public statement about how they intend to vote and the reasons therefor with respect to any Extraordinary Transaction to which any executive officer or director of the Company is a party (other than customary support agreements) and that requires a vote of the Company's stockholders; provided further, that this clause shall not preclude the tender by the Marathon Parties or any of their Affiliates or Associates of any Securities of the Company into any tender or exchange offer which has been approved and recommended to stockholders of the Company by the Board;

(viii) (A) seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, (B) seek representation on, or nominate any candidate to, the Board, except as set forth in Section 1 of this Agreement, (C) seek the removal of any member of the Board, (D) conduct a referendum of stockholders, (E) institute any litigation against the Company, its directors or its officers other than to (1) enforce the provisions of this Agreement and (2) make counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the Marathon Parties, or (F) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise;

(ix) knowingly encourage, advise or influence any other person or assist any Third Party in so encouraging, assisting or influencing any person or entity with respect to the giving or withholding of any proxy vote at the 2020 Annual Meeting or the 2021 Annual Meeting (including any vote no or withhold vote or similar campaign);

(x) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board or unfilled newly-created directorships; (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company; (C) any other material change in the Company's management, business or corporate structure, including, without limitation, its capital allocation, expense structure, business operations or strategies or its management or other personnel; (D) seeking to have the Company waive or make amendments or modifications to the Company's Certificate of Incorporation or the Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person or entity;

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(E) causing a class of Securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of Securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;

(xi) otherwise act in concert with any person or entity to seek to control or direct the management, Board (or any individual members thereof), stockholders or policies of the Company;

(xii) take any action that would require the Marathon Parties or any of their Affiliates or Associates to file a statement of beneficial ownership report on Schedule 13D or any amendment thereto with the SEC, other than solely as a result of the purchase or sale by the Marathon Parties of Securities of the Company set forth on Exhibit A;

(xiii) make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any Securities of the Company or assets of the Company or this Agreement;

(xiv) enter into substantive discussions, negotiations, agreements or understandings with any Third Party with respect to the foregoing, or solicit, assist, prompt, induce or attempt to induce any Third Party to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; or

(xv) request, directly or indirectly, any amendment or waiver of this Section 5(a).

(b) Notwithstanding anything contained in this Agreement to the contrary:

(i) Nothing in this Section 5(a) shall prohibit or restrict the Marathon Parties from taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has jurisdiction over the Marathon Parties or any of their Affiliates or Associates. The provisions of this Section 5(a) shall also not prevent the Marathon Parties from freely voting their Shares (except as otherwise provided in this Agreement) or taking any actions except as specifically contemplated in this Agreement.

(ii) The Marathon Parties shall be responsible for any breach of this Section 5(a) by any of their Affiliates or Associates or any Marathon Party Representatives.

6. Mutual Non-Disparagement; No Public Statements.

(a) Subject to applicable law, the Company, on the one hand, and each of the Marathon Parties on the other hand, covenants and agrees that, during the Support Period or if earlier, until such time as the other Party or any of its or her officers, directors, employees, subsidiaries, Affiliates, Associates, agents, attorneys or other representatives (collectively, the Representatives) shall have breached this section, neither it nor any of its respective Representatives acting, directly or indirectly, at its direction or on its behalf, shall in any way publicly (including by any communication with other investors or prospective investors in the Company where such communications could reasonably be expected to be made public or trigger a public disclosure obligation, with securities analysts or any member of traditional or digital media) criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such other Party's Representatives (including any current officer or director of a Party or a Party's subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party.

(b) During the Support Period and except for the filing or amendment of a statement of beneficial ownership report on Schedule 13D in relation to the purchase or sale of Common Stock, neither the Marathon Parties nor any of their Representatives, acting at the direction of, or on behalf of, the Marathon Parties shall make any public statement relating to the Company nor take any action which would reasonably be expected to require any public filing

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related to the Company without prior written approval from the Company; provided, however, that nothing in this Agreement shall prevent the Marathon Parties from making a public statement about how they intend to vote and the reasons therefor with respect to any Extraordinary Transaction to which any executive officer or director of the Company is a party (other than customary support agreements) and that requires a vote of the Company's stockholders.

(c) Each Party shall be responsible for any breach of this Section 6 by any of their respective Representatives.

(d) During the Support Period, so long as the Marathon Parties have maintained since the date of this Agreement the Minimum Ownership Threshold, (i) management of the Company (together with the Company's Lead Independent Director, should such director elect to participate) will hold a customary investor conference call, for up to 45 minutes, with Mr. Cibelli and other representatives of the Marathon Parties following each of the Company's quarterly and annual earnings calls, and (ii) promptly following such call, the Lead Independent Director of the Company (together with any other independent directors of the Company selected by the Lead Independent Director to attend such meeting) will participate in a call with Mr. Cibelli and other representatives of the Marathon Parties without management of the Company present for up to 15 minutes (the calls in (i) and (ii), Quarterly Investor Conference Calls). The Marathon Parties shall provide the Company with a detailed agenda of discussion topics for the portion of the Quarterly Investor Conference Call with the Lead Independent Director no later than three business days prior to the date of such Quarterly Investor Conference Call. Should the Marathon Parties forgo a Quarterly Investor Conference Call, any unused minutes from such relinquished Quarterly Investor Conference Call shall carry over to the Quarterly Investor Conference Call being held the following quarter; provided, however, for the avoidance of doubt, any unused minutes from a Quarterly Investor Conference Call shall not carry over more than one successive quarter.

(e) Between the date of this Agreement and the 2021 Annual Meeting Nomination Window Date, no Marathon Party or any of their Representatives will contact or communicate with the Company or any of its Representatives (including any member of the Board) in any way or through any media other than at a Quarterly Investor Conference Call, in connection with arranging any such Quarterly Investor Conference Call or in connection with the Marathon Party's specific rights and obligations under this Agreement. Any communications from any Marathon Party or any of their Representatives in connection with arranging any such Quarterly Investor Conference Call or in connection with the Marathon Party's rights and obligations under this Agreement must be directed to the Parties in accordance with the notice provisions in Section 8(l), and no Marathon Party or any of their Representatives will contact or communicate with the Company or any of its Representatives (including any member of the Board) in any other manner unless agreed to in writing by the Company.

(f) In the event that the Support Period is automatically extended pursuant to Section 4(b), then, following the 2021 Annual Meeting Nomination Window Date, the Marathon Parties agree that any and all contacts and communications regarding the Company, as well as any request by any of the Marathon Parties or any of the Marathon Party Representatives to contact, communicate or meet with the Company or any of its Representatives (including any member of the Board), shall be directed solely to the Company's General Counsel. Any such communications from any of the Marathon Parties or any of the Marathon Party Representatives in connection with arranging any Quarterly Investor Conference Call or in connection with the Marathon Parties' rights and obligations under this Agreement shall be directed solely to the Company's General Counsel.

7. Press Release. The Parties agree that the Company shall issue a press release (the Press Release) in substantially the form attached hereto as Exhibit B promptly following the execution and delivery of this Agreement by the Parties.

8. Miscellaneous.

(a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent

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jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain. Moreover, in the event of the breach of any of the provisions of this Agreement, timeliness in obtaining relief is of the essence.

(b) Amendments; Waiver. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writing, except that any term of this Agreement may be amended by a writing signed by the Parties, and the observance of any such term may be waived (either generally or in a particular instance and either retroactively or prospectively) solely in a writing signed by the Party against whom such waiver is to be asserted. No delay on the part of either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either Party of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

(c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto.

(d) No Third-Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.

(e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts (including by facsimile signature, Docusign or other form of electronic signature), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement may be executed and delivered by the Parties electronically, including by electronic mail, .pdf, Docusign, or other means of electronic delivery.

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g) Governing Law; Choice of Venue.

(i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state, without giving effect to any law or principals of law that would result in the application of the laws of any other jurisdiction.

(ii) Each Party (A) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (B) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each Party irrevocably waives the right to trial by jury and (D) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such Party's principal place of business or as otherwise provided by applicable law.

(h) Reimbursement. The Company shall reimburse the Marathon Parties for their reasonable out-of-pocket expenses, including the reasonable fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $250,000.

9





(i) Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision in this Agreement.

(j) Interpretation and Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each Party, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. For purposes of this Agreement, the term including shall be deemed to be followed by the words without limitation.

(k) Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof.

(l) Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses for such communications shall be:

If to the Company or the Board:

e.l.f. Beauty, Inc. 570 10th Street Oakland, CA 94607 Attention: General Counsel Email: ***

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 Attention: Tad Freese and Josh Dubofsky E-mail: Tad.Freese@lw.com and Josh.Dubofsky@lw.com

If to the Marathon Parties:

Marathon Partners Equity Management, LLC Attention: Mario Cibelli Email: ***

with a copy (which shall not constitute notice) to:

Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attention: Andrew Freedman E-mail: AFreedman@olshanlaw.com

10





(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, (i) that this Section 8 shall survive any such termination and (ii) no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.

[Signature Pages Follow]

11





IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

E.L.F. BEAUTY, INC.

By: /s/ Scott Milsten Name: Scott Milsten Title: General Counsel

[Signature Page to Cooperation Agreement]





Marathon Partners Equity Management, LLC

By: /s/ Mario D. Cibell Name: Mario D. Cibelli Title: Managing Member

Marathon Partners L.P.

By: Marathon Partners Equity Management, LLC, its General Partner

By: /s/ Mario D. Cibell Name: Mario D. Cibelli Title: Managing Member

Marathon Focus Fund L.P.

By: Cibelli Research & Management, LLC, its General Partner

By: /s/ Mario D. Cibell Name: Mario D. Cibelli Title: Managing Member

Marathon Partners LUX Fund, L.P.

By: Cibelli Research & Management, LLC, its General Partner

By: /s/ Mario D. Cibell Name: Mario D. Cibelli Title: Managing Member

Cibelli Research & Management, LLC

By: /s/ Mario D. Cibell Name: Mario D. Cibelli Title: Managing Member

By: /s/ Mario D. Cibell Name: Mario D. Cibelli

[Signature Page to Cooperation Agreement] 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?

A: This Agreement may not be assigned without the prior written consent of the other Party hereto.
****
Q: EXHIBIT 10.1

                     AFFLIATE AGREEMENT DATED JULY 15, 2005

                               AFFILIATE AGREEMENT

         This Agreement entered into as of the Effective Date by and between Link Plus Corporation and Axiometric, LLC.

                                    RECITALS

         WHEREAS, Axiometric has developed certain computer software including wireless mesh networking technology and AMR devices and systems;

         WHEREAS, LKPL has developed certain radio devices and systems along with hardware manufacturing capacities and plans to develop AMR devices and systems;

         WHEREAS, LKPL and Axiometric believe it will be in their mutual best interests to cooperate in further developing AMR product suites by creating a preferred provider relationship between themselves;

         WHEREAS, LKPL and Axiometric entered into a Letter of Intent dated May 3, 2005, and now desire to further describe their relationship as initially set forth in the non-binding portions of that Letter of Intent.

         NOW, THEREFORE, in consideration of the mutual promises contained herein, the fees to be paid in connection therewith, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties intending to be legally bound, hereby agree as follows:

1.       DEFINITIONS

         1.1      Throughout this Agreement, and unless the context otherwise                   requires, the terms shown on Exhibit A (whether or not                   capitalized) shall have the meanings there specified. If other                   terms are defined in the text of this Agreement, then                   throughout this Agreement, those terms shall have the meanings                   respectively ascribed to them.

2.       OFFICE SPACE

         2.1      During the term of this Agreement, LKPL will provide                   Axiometric with a license to use office space in LKPL's                   corporate facility in Columbia, Maryland, free of charge.

         2.2      LKPL will allow Axiometric to use enough office space for two                   individuals and associated equipment in locations convenient                   for LKPL's purposes for as long as that space is available and                   not needed by LKPL for its own purposes. Axiometric will have                   access to LKPL's telephone system, internet connections,                   conference room, and printers.

         2.3      If LKPL requires space used by Axiometric for LKPL's own                   purposes, then LKPL will attempt in good faith but without                   having any obligation to continue to provide Axiometric with                   comparable space. If LKPL deems itself unable to continue to                   provide Axiometric work space without expanding LKPL's                   facilities, and if LKPL determines it will be in its own best                   interests to expand its facilities, then LKPL will afford                   Axiometric the opportunity to lease space in the new                   facilities under a mutually acceptable separate commercial                   rental agreement. If Axiometric does not then wish to rent                   office space from LKPL, then LKPL may terminate Axiometric's                   license to use work space in LKPL's facility upon 60 days                   notice.

Source: LINK PLUS CORP, 8-K, 8/2/2005





         2.4      Axiometric shall be solely responsible for providing all                   equipment, furniture, supplies and other personal property                   that Axiometric deems appropriate to operate its business.                   LKPL will have no obligation to provide any special facilities                   or infrastructure unless otherwise negotiated.

         2.5      LKPL will have no liability whatsoever for any of Axiometric's                   equipment, furniture, supplies or other personal property;                   Axiometric will use the space at its sole risk.

         2.6      Axiometric will have the right to terminate the license to use                   the office space and to move out of the office space at any                   time upon two weeks notice.

         2.7      Axiometric must at all times use the office space strictly in                   accordance with terms and conditions stated in LKPL's lease                   for the space.

         2.8      Axiometric must indemnify and hold LKPL and its officers,                   directors, stockholders, agents, contractors, employees and                   guests (collectively, the Indemnified Parties) harmless from                   and against any and all Loss that the Indemnified Parties may                   incur arising from or relating to Axiometric use of the office                   space, including but not limited to any Loss suffered by the                   Indemnified Parties as a result of any negligent acts or                   omissions of Axiometric, its employees, agents, contractors                   and representatives, or anyone else working under Axiometric                   or in the office with the permission of Axiometric.

3.       AUTOMATIC METER READING

         Axiometric and LKPL agree to jointly pursue accessing and commercially          penetrating the AMR market by developing a suite of qualified and          commercially marketable product suites for that market, marketing and          selling that suite of products. The following shall be the general          roles and responsibilities of the two companies with respect to AMR          efforts:

         3.1      AMR Products

                  3.1.1    Water Meter Development: Axiometric and LKPL are                            jointly developing an AMR product for remote reading                            of residential water utility meters (hereafter the                            Water Meter). The Water Meter is a hardware device                            with integral software. The software includes, under                            license, the Axiometric wireless mesh networking                            intellectual property. The Water Meter is capable of                            interfacing with a variety of water meter registers,                            recording water usage, logging various exceptional                            conditions, and reporting them via a radio link. The                            Water Meter is also capable of forming a mesh network                            with other Water Meters to extend the radio reporting                            range using the aforementioned Axiometric mesh                            networking intellectual property. The Water Meter                            software and hardware are based on existing                            Axiometric electric meter AMR hardware and software                            products; joint ownership of the Water Meter does not                            convey joint ownership of those existing products or                            of the mesh networking intellectual property.

                           New software and hardware designs and intellectual                            property developed in the course of the Water Meter                            development are jointly owned; specifically, the                            algorithms used to collect data directly from a Water                            Meter using a point-to-point link (drive-by data                            collection), the specific hardware designs related to                            water register interface, battery power management,                            and other intellectual property specifically

Source: LINK PLUS CORP, 8-K, 8/2/2005





                           described and mutually agreed in writing as                            amendments to this Agreement. Joint ownership conveys                            to each party individually the right to use, sell,                            modify, and create derived works from said                            intellectual property, as well as the right to                            sub-license these rights to others.

                  3.1.2    Energy AMR Product Suite: Axiometric has developed an                            AMR product suite for use in energy (electric)                            metering consisting of a meter insert for interfacing                            to energy meters, recording usage and exceptional                            conditions, and transmitting the information via                            radio to a central collector. Axiometric has also                            developed mesh networking intellectual property to                            allow the meter inserts to relay information from                            insert to insert thus extending the range and                            reliability of such information transmissions.                            Axiometric has also developed a central collection                            unit (hereafter Mesh Controller or Gateway) capable                            of collecting usage and other information from a                            large number of meter inserts and relaying that                            information onto another communications medium                            (radio, GSM, etc.) for delivery to a processing                            system. Axiometric has also developed processing                            software for recording the collected data to a                            database, presenting

                           and managing that information, and exporting the data                            to other processing systems.  This collection of                            products forms an energy metering (electric) AMR                            Product Suite that is owned by Axiometric.

                  3.1.3    Axiometric and LKPL may develop other AMR Product                            Suites (e.g. for gas metering) and ownership of those                            AMR Product Suites will be held individually by the                            developer of the suite or jointly if mutually agreed                            to in writing.

         3.2      Marketing and Sales: Regardless of ownership and in order to                   coordinate marketing and prevent overlap and confusion by                   customers and potential customers, all sales and marketing                   shall be conducted as follows:

                  3.2.1    Axiometric shall have the exclusive right to market                            and sell AMR Product Suites to entities whose                            corporate headquarters are physically located in the                            United States and U.S. territories with the exception                            of Datamatic as defined in 3.3.1 and 3.3.2 below

                  3.2.2    LKPL shall have the exclusive right to market and                            sell AMR Product Suites to Datamatic LTD, a Plano TX                            corporation (hereafter Datamatic).

                  3.2.3    LKPL shall have the exclusive right to market and                            sell AMR Product Suites to entities whose corporate                            headquarters are physically located outside the                            United States and its territories.

                  3.2.4    The proceeds of all sales shall be distributed                            pursuant to the terms of this Agreement as set forth                            in Section 3.3  [Proceeds] below.

         3.3      Proceeds: As a result of the different ownership interests,                   marketing relationships, and this Agreement, the proceeds of                   sales of AMR Product Suites shall be as follows unless                   otherwise mutually agreed in writing:

                  3.3.1    For sales of Water Meter AMR Product Suites to                            Datamatic, LKPL shall set the price of Water Meter                            AMR Product Suite sales to Datamatic. LKPL shall pay

Source: LINK PLUS CORP, 8-K, 8/2/2005





                           Axiometric the higher of a) five-percent (5%) of the                            Gross Proceeds or b) twenty-five-percent (25%) of the                            Net Proceeds of all Water Meter AMR Product Suite                            sales.

                  3.3.2    For sales of Electric Meter AMR Product Suites to                            Datamatic, Axiometric shall set the price of Electric                            Meter AMR Product Suite sales to Datamatic. LKPL                            shall pay Axiometric Net Proceeds less the higher of                            a) five-percent (5%) of the Gross Proceeds or b)                            twenty-five-percent (25%) of the Net Proceeds.

                  3.3.3    For sales of AMR Product Suites by LKPL, other than                            sales to Datamatic as defined above: LKPL shall pay                            Axiometric the higher of:

                           a) five-percent (5%) of the Gross Proceeds OR                            b) twenty-percent (25%) of the Net Proceeds

                  3.3.4    For sales of AMR Product Suites by Axiometric, other                            than sales to Datamatic as defined above, and other                            than AMR product suites for use in electric/energy                            metering: Axiometric shall pay LKPL the higher of:

                           a) five-percent (5%) of the Gross Proceeds OR                            b) twenty-percent (25%) of the Net Proceeds

                  3.3.5    Payments to Axiometric for sales of the AMR Product                            Suite shall be in lieu of any licensed IP Royalty                            payments for those products.

         3.4      Manufacturing: During the term of this Agreement, Axiometric                   shall issue a Request for Manufacture (RFM) for any AMR                   hardware to be sold by Axiometric under the terms of this                   Agreement. The RFM shall specify delivered product cost,                   credit requirements, delivery schedules, warranty service,                   quality using industry standard terms, and other industry                   standard manufacturing requirements. As the preferred                   manufacturer, LKPL shall have first right of refusal on all                   such RFMs. If LKPL does not respond to an RFM within thirty                   (30) days, or cannot provide competitive terms (such as cost,                   credit, quality, schedule), Axiometric will be free to award                   the manufacturing contract to an alternate manufacturer.

         3.5      Payments: As defined in section 3.3 above, selling parties may                   owe the other party some portion of the Proceeds. The payment                   of amounts owed shall be performed as follows:

                  3.5.1    Payments due shall be made within 45 days of the                            close of each calendar quarter.

                  3.5.2    Payments that are not received within thirty (30)                            days after their due date will bear interest at the                            rate of twelve percent (12.0%) per annum compounded                            monthly from the due date until such payment is                            received.

                  3.5.3    Payments not received within sixty (60) days after                            their due date will be considered a material breach                            of this Agreement and the party due payment may                            pursue any and all legal action to recover the                            payment and reasonable legal fees incurred in the                            pursuit of said payment.

Source: LINK PLUS CORP, 8-K, 8/2/2005





                  3.5.4    Both parties are entitled to reports of sales and to                            conduct periodic audits to ensure accuracy of                            Payments as follows:

                           a.       Each party will provide to the other a                                     quarterly report (in hard copy and                                     electronic copy (if applicable)) showing the                                     AMR Product Suite sales including the Gross                                     Proceeds and the Production Costs.

                           b.       Each party shall have the right to conduct                                     an audit after the end of each calendar year                                     to verify the accuracy of the other party's                                     quarterly reports for that year, provided                                     the audit must be initiated no later than                                     June 30th of each year, and that if no such                                     audit is conducted, then the quarterly                                     reports for that year will be deemed                                     accurate.

                           c.       In the event a Payee's audit shows that the                                     Gross Proceeds or Production Costs of the                                     Payor resulted in an under-payment to the                                     Payee, then the Payor shall have the right,                                     at the Payor's cost, to have its own auditor                                     verify the Payee's audit. If the Payor audit                                     confirms the report of the Payee's auditor,                                     then the Payor will pay the deficiency                                     within fifteen (15) days from the time Payee                                     invoices for the deficiency.

                           d.       In the event a Payee's audit shows that the                                     Gross Proceeds or Production Costs of the                                     Payor resulted in an under-payment of more                                     than three percent (3.0%) to the Payee, then                                     the Payor shall have the right, at the                                     Payor's cost, to have its own auditor verify                                     the audit. If the Payor audit confirms the                                     report of the Payee's auditor, then the                                     Payor will pay the deficiency and the cost                                     of the Payee's audit within fifteen (15)                                     days from the time Payee invoices for those                                     fees and provides standard proof of the time                                     and expenses incurred.

4.       RELATIONSHIP OF THE PARTIES

         4.1      The parties will be joint venturers only as to those                   activities that they jointly undertake for the AMR market as                   described in section 3 above; otherwise they shall be                   independent of each other, with full control over their                   respective activities without the need to account to the                   other, and independent contractors as to all work performed                   under separate agreements. Even though the parties will be                   joint ventureres as to the AMR market, neither party will have                   the right to bind the other in any way without the other                   party's express consent, and this Agreement shall not                   otherwise be construed to make any party the agent, assignee,                   employee,

                  fiduciary, investor, joint venturer, partner, or                   representative of any other party.

5.       TERM

         This Agreement will remain in force for perpetuity or until and unless          otherwise mutually agreed or amended in writing by both parties.

6.       NOTICES

Source: LINK PLUS CORP, 8-K, 8/2/2005





         All notices and communications required or permitted to be given under          this Agreement will be deemed given after receipt when sent by United          States Postal Service as registered or certified mail, postage prepaid,          and addressed to the other party at the notice addresses set forth on          the signature page (unless by such notice a different person or address          shall have been designated)

7.       ADDITIONAL PROVISIONS.

         7.1      This Agreement may not be assigned in whole or in part by                   either party without prior written consent of the other.

         7.2      All actions, cases, suits and proceedings in connection with                   this Agreement shall be brought in Maryland. All persons                   affected by this Agreement specifically consent to the                   personal jurisdiction of and venue in said courts. No action,                   case, suit or proceeding, regardless of form, arising out of                   or related to this Agreement, may be brought by either party                   more than one (1) year after the cause of action has arisen,                   or in the case of nonpayment, more than two (2) years from the                   date of the last payment. ALL ACTIONS, CASES, SUITS AND                   PROCEEDINGS SHALL BE HEARD WITHOUT A JURY. ALL PERSONS                   AFFECTED BY THIS AGREEMENT SPECIFICALLY WAIVE ALL RIGHT TO A                   TRIAL BY JURY AND SPECIFICALLY CONSENT TO THE PERSONAL                   JURISDICTION OF AND VENUE IN SAID COURTS.

         7.3      If suit or action is instituted to enforce any of the terms of                   this Agreement, then the prevailing party shall be entitled to                   recover from the other party such sums as the Court may                   adjudge reasonable as attorney's fees at trial on or appeal of                   such suit or action, in addition to all other sums provided by                   law.

         7.4      This Agreement shall be construed and governed in accordance                   with the laws of the State of Maryland regardless of the place                   or places of its physical execution and performance.

         7.5      This Agreement includes all Recitals, attachments, exhibits,                   schedules, the Software License Agreement, and contains the                   entire agreement of

                  the parties. It may not be changed orally but only by                   agreement in writing signed by the party against whom                   enforcement of any amendment, waiver, change, modification,                   extension or discharge is sought.

IN WITNESS WHEREOF, LKPL and Axiometric have executed this Agreement below.

LINK PLUS CORPORATION                       AXIOMETRIC, LLC

By:                                         By:    ---------------------------                 --------------------------------     Robert L. Jones, Jr.                          Frank Moody     Chairman, CEO                                 Managing Director

Notice Addresses:

Link Plus Corporation 6996 Columbia Gateway Drive, Suite 104 Columbia, MD 21046 Attention: Chief Operating Officer

Axiometric, LLC 10718 Vista Road Columbia, MD 21044

Source: LINK PLUS CORP, 8-K, 8/2/2005





                        EXHIBIT A - SELECTED DEFINITIONS

Axiometric means Axiometric, LLC. a Maryland limited liability company, having a principal place of business at 10718 Vista Road, Columbia, Maryland 21044.

Effective Date means July 15, 2005.

Inventions include creations, discoveries, hardware, inventions, prototypes, product suites, software, works of original authorship, and other intellectual property.

AMR Product Suite is a collection of hardware and software products that together allow a utility to record, transmit, collect, and process utility (e.g. gas, water, electric) customer usage data and exceptional conditions.

LKPL means Link Plus Corporation, a Delaware corporation having a principal place of business at 6996 Columbia Gateway Drive, Columbia, Maryland, 21046

Loss includes actions, claims, costs, debts, demands, encumbrances, expenses (including all reasonable attorneys fees, costs and litigation expenses), fines, liens, liabilities and obligations.

Gross Proceeds means the actual sums collected for the sale of any and all products in an AMR Product Suite.

Net Proceeds means the Gross Proceeds less the Production Cost (as defined below).

Production Cost means actual cost (including reasonable and competitive allowances for: materials, labor, overhead, other fixed costs, delivery, profit, taxes and duties) incurred in manufacturing and delivering AMR products. Reasonable and competitive is defined as being at or below the costs of competing manufacturers with similar capabilities manufactured under similar terms.

Royalty means the royalty payable by LKPL to Axiometric under the Software License Agreement between the parties.

Source: LINK PLUS CORP, 8-K, 8/2/2005 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

A: No action,                   case, suit or proceeding, regardless of form, arising out of                   or related to this Agreement, may be brought by either party                   more than one (1) year after the cause of action has arisen,                   or in the case of nonpayment, more than two (2) years from the                   date of the last payment.
****
Q: Exhibit 6.1

APPLICATION DEVELOPMENT AGREEMENT This Application Development Agreement (the Agreement) is entered into as of March 20, 2020, effective as of March 20, 2020 (the Effective Date) by and between InfinixSoft Global LLC, a Florida Limited Liability Company, with its principal office located at 360 NE 75 St Miami, Suite #127, 33138, Miami, Florida (the Developer) and Clickstream Corporation with its principal office located at 1801 Century Park East Suite 1201 Los Angeles, CA 90067 (the Client) and together with the Developer ( the Parties). RECITALS WHEREAS, the Client is engaged in the business of developing and designing mobile software applications; and WHEREAS, the Developer is engaged in the business of developing and designing application solutions; and WHEREAS, the Client wishes to engage the Developer as an independent contractor for the Client for the purpose of designing the Client's application (the Application) on the terms and conditions set forth below; and WHEREAS, the Developer wishes to design the Application and agrees to do so under the terms and conditions of this Agreement; and WHEREAS, each Party is duly authorized and capable of entering into this Agreement. NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows: 1. PURPOSE. The Client hereby appoints and engages the Developer, and the Developer hereby accepts this appointment, to perform the services described in Exhibit A attached hereto and made a part hereof, in connection with the design of the Application (collectively, the Services). 2. COMPENSATION. The total compensation for the design of the app shall be as set forth in Exhibit A hereto. These payments shall be made in installments according to the schedule set forth in Exhibit A hereto. 3. TERM. This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, will continue until the expiration of the Warranty Period as defined in subsection 9(a) of this Agreement. 4. TERMINATION. (a) Types of Termination. This Agreement may be terminated: 1. By either Party on provision of seven (7) days written notice to the other Party in case of a Force Majeure Event. 2. Client has the unilateral right to cancel this agreement at any time within a 7-day notice period. Further, Developer can only cancel due to lack of payment. Client will have a 30 day right to cure before a cancelation can occur. 3. By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party's material breach is not cured within three (3) days of receipt of written notice thereof. This shall include any delays to the timeline specified in Exhibit A. 4. By the Client at any time and without prior notice, if the Developer is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Client, or is guilty of serious misconduct in connection with performance under this Agreement.

1 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020





(b) Responsibilities after Termination. Following the termination of this Agreement for any reason, the Client shall promptly pay the Developer according to the terms of Exhibit A for Services rendered before the effective date of the termination (the Termination Date). The Developer acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement. All intellectual property developed pursuant to this Agreement before the Termination Date shall be delivered to the Client within one day of the Termination Date. 5. RESPONSIBILITIES. (a) Of the Developer. The Developer agrees to do each of the following: 1. Create the Application System as detailed in Exhibit A to this Agreement and extend its best efforts to ensure that the design and functionality of the Application System meets the Client's specifications. 2. Devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner and to the timeframe specified in this agreement. 3. Perform the Services in a workmanlike manner and with professional diligence and skill, as a fully trained, skilled, competent, and experienced personnel. 4. On completion of the Application System, assist the Client in installation of the Application System to its final location, which assistance will include helping the Client with its upload of the finished files to the Client's selected Web-hosting Client and submitting for approval on the Apple Store and Google Play Store. 5. Provide Services and an Application System that are satisfactory and acceptable to the Client and free of defects. 6. Communicate and show with the Client regarding progress it has made with respect to the milestones listed in this agreement. 7. Operate and Maintain the Application System through hosting of games including customer Support 8. Assist the Client in identification and acquisition of corporate sponsors 9. Include internal messaging system whereas users can communicate with each other (b) Of the Client. The Client agrees to do each of the following: 1. Engage the Developer as the creator of its Application System. 2. Provide all assistance and cooperation to the Developer in order to complete the Application System timely and efficiently. 3. Provide initial information and supply all content for the Application System. 4. Provide acceptance testing and certification within one week of deployment of final build

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Source: CLICKSTREAM CORP, 1-A, 3/30/2020





6. CONFIDENTIAL INFORMATION. The Developer agrees, during the Term and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Client, or to disclose to any person, firm, or corporation without the prior written authorization of the Client, any Confidential Information of the Client. Confidential Information means any of the Client's proprietary information, technical data, trade secrets, or know-how, including, but not limited to, business plans, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Developer by the Client either directly or indirectly. 7. PARTIES' REPRESENTATIONS AND WARRANTIES. (a) The Parties each represent and warrant as follows: 1. Each Party has full power, authority, and right to perform its obligations under the Agreement. 2. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies). 3. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party. (b) The Developer hereby represents and warrants as follows: 1. The Developer has the right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed. 2. The Developer has the experience and ability to perform the Services required by this Agreement. 3. The Developer has the right to perform the Services required by this Agreement at any place or location, and at such times as the Developer shall determine. 4. The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Developer shall obtain all permits or permissions required to comply with such laws, rules, or regulations. 5. The Services required by this Agreement shall be performed by the Developer, and the Client shall not be required to hire, supervise, or pay any assistants to help the Developer perform such services. 6. The Developer is responsible for paying all ordinary and necessary expenses of itself or its staff. 7. The Developer shall not develop, maintain or market a similar platform and will not compete with the Client directly or indirectly worldwide. 8. At the time cash online betting is implemented, incorporate and update the approximate 40 algorithms previously developed by Developer for Client. (c) The Client hereby represents and warrants as follows: 1. The Client will make timely payments of amounts earned by the Developer under this Agreement. 2. The Client shall notify the Developer of any changes to its procedures affecting the Developer's obligations under this Agreement at least three days prior to implementing such changes. 3. The Client shall provide such other assistance to the Developer as it deems reasonable and appropriate. 4. Because of the trade secret subject matter of Developer's business, Client agrees that, during the term of this Agreement and for a period of two (2) years thereafter, it will not solicit the services of any of Developer's employees, consultants or suppliers for Client's own benefit or for the benefit of any other person or entity.

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8. APPLICATION REPRESENTATIONS AND WARRANTIES. (a) Performance. The Developer hereby warrants and represents that following delivery of the Application System to the Client (which shall be deeded to occur only on the date the Web Application is uploaded to the AWS for distribution) pursuant to Exhibit A (the Support Period), the Application will be free from programming errors and defects in workmanship and materials, and will conform to the specifications of Exhibit A. If programming errors or other defects are discovered during the Support Period, the Developer shall promptly remedy those errors or defects at its own expense. The developer will fix any bugs that may come up from the original contract after the 90 days warranty has passed. (b) No Disablement. The Developer hereby warrants and represents that the Application System, when delivered or accessed by the Client, will be free from material defects, and from viruses, logic locks, and other disabling devices or codes, and in particular will not contain any virus, Trojan horse, worm, drop-dead devices, trap doors, time bombs, or other software routines or other hardware component that could permit unauthorized access, disable, erase, or otherwise harm the Application System or any software, hardware, or data, cause the Application System or any software or hardware to perform any functions other than those specified in this Agreement, halt, disrupt, or degrade the operation of the Application System or any software or hardware, or perform any other such actions. 9. TIMING AND DELAYS. The Developer recognizes and agrees that failure to deliver the Application in accordance with the delivery schedule detailed in Exhibit A to this Agreement will result in expense and damage to the Client. The Developer shall inform the Client immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken to ensure completion of the Application System according to such schedule. If a delivery date is missed, the Client may, in its sole discretion, declare such delay a material breach of the Agreement under subsection 4(a) and pursue all of its legal and equitable remedies. The Client may not declare a breach, and the Developer cannot be held in breach of this Agreement, of this section if such delay is caused by an action or failure of action of the Client. In such case, the Developer will provide the Client with written notice of the delay and work on the Application System will work until the reason for the delay has been resolved by the Client and written notice of that resolution has been provided to the Developer. 10. NATURE OF RELATIONSHIP. (a) Independent Contractor Status. The Developer agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Developer is and will remain an independent contractor in its relationship to the Client. The Client shall not be responsible for withholding taxes with respect to the Developer's compensation hereunder. The Developer shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party or a third party. (b) Indemnification of Client by Developer. The Client has entered into this Agreement in reliance on information provided by the Developer, including the Developer's express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that the Developer is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Developer's own actions, the Developer shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Developer and/or the Client resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from the Developer's earnings had the Developer been on the Client's payroll and employed as an employee of the Client.

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11. WORK FOR HIRE. (a) Work for Hire. The Developer expressly acknowledges and agrees that any all proprietary materials prepared by the Developer under this Agreement shall be considered works for hire and the exclusive property of the Client unless otherwise specified. These items shall include, but shall not be limited to, any and all deliverables resulting from the Developer's Services or contemplated by this Agreement, all tangible results and proceeds of the Services, works in progress, records, diagrams, notes, drawings, specifications, schematics, documents, designs, improvements, inventions, discoveries, developments, trademarks,, licenses, trade secrets, customer lists, databases, software, programs, middleware, applications, and solutions conceived, made, or discovered by the Developer, solely or in collaboration with others, during the Term of this Agreement relating in any manner to the Developer's Services. (b) Additional Action to Assign Interest. To the extent such work may not be deemed a work for hire under applicable law, the Developer hereby assigns to the Client all of its right, title, and interest in and to such work. The Developer shall execute and deliver to the Client any instruments of transfer and take such other action that the Client may reasonably request, including, without limitation, executing and filing, at the Client's expense, copyright applications, assignments, and other documents required for the protection of the Client's rights to such materials. (c) Notice of Incorporation of Existing Work. If the Developer intends to integrate or incorporate any work that it previously created into any work product to be created in furtherance of its performance of the Services, the Developer must obtain the Client's prior written approval of such integration or incorporation. If the Client, in its reasonable discretion, consents, the Client is hereby granted an exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, distribute, modify, publish, and otherwise exploit the incorporated items in connection with the work product developed for the Client. 12. RETURN OF PROPERTY. Within three (3) days of the termination of this Agreement, whether by expiration or otherwise, the Developer agrees to return to the Client all Client products, samples, models, or other property and all documents, retaining no copies or notes, relating to the Client's business including, but not limited to, reports, abstracts, lists, correspondence, information, computer files, computer disks, and all other materials and all copies of such material obtained by the Developer during and in connection with its representation of the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the Client's business, whether prepared by the Developer or otherwise coming into its possession, shall remain the Client's exclusive property. 13. INDEMNIFICATION. (a) Of Client by Developer. The Developer shall indemnify and hold harmless the Client and its officers, members, managers, employees, agents, contractors, sub licensees, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys' fees and disbursements (collectively, the Claims) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Developer arising from or connected with the Developer's carrying out of its duties under this Agreement, or (ii) the Developer's breach of any of its obligations, agreements, or duties under this Agreement. (b) Of Developer by Client. The Client shall indemnify and hold harmless the Developer from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) the Client's operation of its business, (ii) the Client's breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party, or (iii) the Client's breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Developer.

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14. INTELLECTUAL PROPERTY. (a) No Intellectual Property Infringement by Developer. The Developer hereby represents and warrants that the use and proposed use of the Application by the Client or any third party does not and shall not infringe, and the Developer has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party in the Application, and the use of the Application will not include any activity that may constitute passing off. To the extent the Application infringes on the rights of any such third party, the Developer shall obtain a license or consent from such third party permitting the use of the Application. It is hereby stated, the Application developed under this agreement is the exclusive worldwide sole property of Client. (b) No Intellectual Property Infringement by Client. The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Application are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Developer and its subcontractors from any liability (including attorneys' fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client. (c) Continuing Ownership of Existing Trademarks, Copyrights and Patents. The Developer recognizes the Client's right, title, and interest in and to all service marks, trademarks, trade names , Copyrights and Patents used by the Client and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Client's right, title, and interest therein, nor shall the Developer cause diminishment of value of said trademarks or trade names through any act or representation. The Developer shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, trade names, Copyrights and Patents or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, the Developer shall cease to use all of the Client's trademarks, marks, and trade names. (d) The Developer recognizes that the complete Intellectual Property of the project belongs to the Client. The Developer will deliver to the Client all the source code, licenses and other assets used during the process as soon as the work described in this proposal is finished under client acceptation and after receiving the last payment. 15. AMENDMENTS. No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties. 16. ASSIGNMENT. The Client may assign this Agreement freely, in whole or in part. The Developer may not, without the written consent of the Client, assign, subcontract, or delegate its obligations under this Agreement, except that the Developer may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement, which transfer will be effective only after receipt by the Client of written notice of such assignment or transfer. 17. SUCCESSORS AND ASSIGNS. All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties. 18. FORCE MAJEURE. A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party's reasonable control (each a Force Majeure Event); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:

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(a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder. 19. NO IMPLIED WAIVER. The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation. 20. NOTICE. Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows: If to the Client: Contact: Frank Magliochetti, CEO Company Name: Clickstream Corp. Main Address: 1801 Century Park East Suite 1201 Los Angeles, CA 90067 If to the Developer: Contact: Ivan Saroka, CEO Company Name: InfinixSoft Global LLC Main Address: 360 NE 75th St. Suite #127, 33138, Miami, Florida 21. GOVERNING LAW. This Agreement shall be governed by the laws of the state of Florida. If litigation results from or arises out of this Agreement or the performance thereof, each Party shall be responsible for its own attorneys' fees, court costs, and all other expenses, whether or not taxable by the court as costs. 22. COUNTERPARTS/ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. 23. SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein. 24. ENTIRE AGREEMENT. This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

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25. HEADINGS. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. ********************************************************************************************** EXHIBIT A A. PURPOSE OF APPLICATION SYSTEM. To create a new iOS / Android Native app and a web responsive site to allow users to connect with each other inside a unique social betting platform. The Platform is social trivia, initially sports trivia and other trivia contests leading to peer to peer betting intended for the causal and non- professional betting market. A landing page to promote the product is included as well for desktop and mobile devices. Developer will publish the app in Apple Store / Google Play Store with developer accounts registered to the client. The responsive website will be uploaded and deployed into an AWS Environment also registered to the client. The applications and responsive website will be fed by a Ruby on Rails backend with the according API. The API will be open to be used in other sports betting platforms. The app will be developed under the following considerations: ● Native iOS Swift 5.0 Language with Xcode Development Environment. ● Native JAVA with Android Studio for Android Devices with OS 6.0+ ● Ruby On Rails Backend + PostgreSQL + Rest API ● HTML5 + CSS 3 + Bootstrap Core Platform The Core of Click Stream is a free to play gaming platform that caters untapped market of the causal users that will spend a few seconds to interact with a platform for free in order to win real money. Our primary target is not the sports betters or the fantasy players. We target a more general demographic that is much more general and includes more of the female population. Our games will initially be quick to play quiz type games that allows the user to get involved in around 20 seconds, and then receive results from push notifications. Game types are set up dynamically with live game shows with Hosts 2 - 4 times per month. Because the format doesn't change, we can run games nightly for NBA to NHL, NFL to individual events such as the Oscars, other awards shows, and new sporting events such as Soccer and Nascar. Games and events automated from the backend and launched automatically. Api's Are plugged in to track results in real time, and there is a manual option to allow customs events that can be run through the platform. Business model- What sets our platform apart from other platforms in this untapped casual industry is that we have winners win significant amounts of money via time breakers, timing of inputting answers etc. Competitor platforms pay out an average of a few dollars. Our winners are more top loaded and pay out around $2,500 per the top 5 and $1,000 per the top 10. Initially monetization is based upon sponsors paying out the pots. IE, a pot for a single game will be around $25,000 to the winners and Sponsors will pay around $30,000 to $35,000 to sponsor the event. In return they will get around 30,000-75,000 unique user hits and eyeballs to their product/company.

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Eventually the platform will expand into affiliate sales of products and once the audience has grown large enough, peer to peer betting. Monetization We will initially fund the first month of pots in order to attract enough users to get sponsors. After the first month we will have enough users to begin having sponsors pay the pots. We will then expand to peer to peer betting and advertising. B. SERVICES. The Developer will develop the mobile application based on the Client's specifications, will assist the Client in acquiring corporate sponsors and will operate and maintain the Application System through hosting of games including customer support. The Client will provide The Developer with all necessary information to carry out the development process. C. SPECIFICATIONS. Features for Website & iOS / Android Mobile App for users include: ● Home Screen ● Users Sign in / Sign up ● Profile Creation / Edition with ● Social Networks links ● Add image / Videos ● In App Purchase by each platform convenient method + Stripe.com integration on website. ● Lineup Creation ● SMS/email alert system (when a lineup has to be changed). ● Monetization / Subscription Model ● Mirco social betting ● Peer to Peer betting ● Group betting ● Dynamic Quiz game Engine ● Other dynamic Game Engines ● Homepage with newsfeed, how to play screens, institutional information, Twitter feeds, promotions and other CTAs. ● Historical data with How your lineup did compared to winning lineups. ● Push Notification ● Pop up (Advertiser) ● Rate Us ● Chat ● Block / Delete ● Terms of Use / Privacy Policy ● Analytics integration Web Admin Dashboard features include: ● Statistics to see the data in real-time ● Resolve payment issues ● Users Main Administration ● Disable / Lock Users ● Homepage features administration. ● Confirm Signup ● Forgot Password ● Payment success / receipt ● Payment Failed ● Renew Reminder ● Renew Notice

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Transactional emails ● Welcome Email ● Order Confirmation ● Forgot Password Notes ● UI / UX design is included in the proposal. ● The source code belongs to the client and will be delivered as soon as the project is fully finished. ● Confidentiality: The main concept and idea of the platform are not to be shared by Developer. D. COMPLETION SCHEDULE. The schedule for completion of the Application Development (the Schedule) and the responsibilities under the Agreement is detailed as follows: Mobile / Web App development: 24 weeks + 4 weeks for QA & Details. E. MAINTENANCE AND SUPPORT. The Maintenance & Support is not included in this contract, but we suggest making a plan in the future that includes bug fixing, server monitoring and constant optimization of the apps. 90 days warranty (bugfixing) support is included. F. MILESTONES. ● Week 1 -> UI Design + Logo + Look & Feel ● Week 2-> UI Design - 40% of the UX flow completed ● Week 4 -> UI Design - 75% of the UX flow completed ● Week 6 -> Finished UI Design + Feedback / Technical Documentation ● Week 8 -> Final UI Design - Initial Dev. Process - Backend Development Started ● Week 10 -> Initial Dev. builds with 3 or more screens (hardcoded frontend) for iOS ● Week 12 -> Second Dev. builds with 6 or more screens (hardcoded frontend) for iOS ● Week 14 -> Third Dev. builds with all screens (hardcoded frontend) for iOS / Backend CMS in alpha stage ● Week 16 -> Registration process and Home APIs Integrated in Dev. builds. ● Week 18 ->Other APIs Integrated in Dev. builds. ● Week 20 -> Mobile Apps in Alpha Stage with 70% of the APIs Integrated ● Week 22 -> Mobile Apps in Alpha Stage with 90% of the APIs Integrated ● Week 23 -> Mobile Apps in Beta Stage of the APIs Integrated + Payment Gateway Integration ● Week 24 -> Final RC1 Build uploaded to stores + AWS Production Deployment subject to acceptance testing by client G. PAYMENT SCHEDULE. The total cost for the development of the project is $ 480,000. - Developer has accepted 4,122,394 shares of Clients common stock in exchange for $180,000 worth of services to be provided. The Shares were paid to INFX Development, LLC. (Certificate # 1054) and accepted by Developer as payment on December 30t h, 2019 Client will form subsidiary and register the new business if necessary.

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The Client agrees to pay to the Developer for the development of the project as listed above, the amount of the other $300,000. - according to the following schedule: ● $30,000. - down payment. ● $30,000.- mid payment (Week 2). ● $30,000.- mid payment (Week 6). ● $30,000.- mid payment (Week 9). ● $30,000.- mid payment Week 12). ● $30,000.- mid payment (Week 16). ● $30,000.- mid payment (Week 20). ● $90,000.- following Client acceptance of the Application, and when RC1 version is delivered and uploaded to stores. By signing below, the Parties agree to comply with all of the requirements contained in this agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written Clickstream Corp. By: Frank Magliochetti, CLIENT CEO Name: Title: CEO InfinixSoft Global LLC DEVELOPER By: Name: Ivan Alejandro Saroka Title: CEO - Founding Partner 11 │ Page

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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?

A:
The Developer recognizes the Client's right, title, and interest in and to all service marks, trademarks, trade names , Copyrights and Patents used by the Client and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Client's right, title, and interest therein, nor shall the Developer cause diminishment of value of said trademarks or trade names through any act or representation
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