INFLUENCER ENGAGEMENT AGREEMENT

This agreement (“Agreement”), executed on ___June 8th______, 2022, is entered into by and
between ___ WishRoll Inc_ with an address of _ 2807 Jackson Ave Long Island City 11101 FL 8
(hereinafter referred to as the “Company”) and ____Doiyen LLC____ with an address of 3651
Lindell Rd, Ste D517 , Las Vegas Nevada (hereinafter, the “Influencer”). Company and
Influencer may be referred to collectively as the “Parties.” For good and valuable consideration,
receipt of which is hereby acknowledged, the Parties agree as follows:

1. ENGAGEMENT. Company hereby engages Influencer from the date of execution of

this Agreement through and including the date(s) of performance for the purpose of promoting
Company’s brand through Influencer’s social media outlets. The specific details, requirements,
and deliverables of the promotion are outlined in the attached Schedule A (“Services”). During
the Term, Influencer agrees to be engaged for the purpose of promoting Company’s brand and to
be bound by the guidelines as attached as Schedule B (“Guidelines”). Nada s Company hereby
appoints Influencer as its representative on a non-exclusive, non-employee basis to endorse and
promote its services to the target audience.

2. TERM. This Agreement shall have a term of __1_ months from execution hereof (the
“Term”) unless the Parties mutually elect to extend this Agreement in writing.

3. OWNERSHIP. Company acknowledges and agrees that Influencer shall own,

exclusively and in perpetuity, all rights of whatever kind and character, throughout the universe
and in any and all languages, in and to the videos, photographs, text and/or all works of similar
nature produced, developed, or created by Influencer for this Agreement and any and all
intellectual property rights thereto (collectively, the “Content”).

4. USAGE. Influencer grants to Company and to Company’s brand partners (“Brand

Affiliates”) a limited, non-exclusive, royalty free, right and license to feature Content generated
by Influencer pursuant to this Agreement (including Influencer’s name and likeness) on
Company’s and Brand Affiliates’ owned and controlled social media platforms and within third
party digital and broadcast platforms and print platforms including but are not limited to: ad
networks, email marketing, paid search listings, television, radio, newspapers, magazines and
brochures, Facebook, Instagram, Twitter, TikTok, Tumblr, YouTube, Pinterest, Google+ and
website blogs during the term of this Agreement and for a period of twelve (12) months
thereafter.
5. LICENSES. Company grants to Influencer a non-exclusive perpetual license to use the
Company’s and Brand Affiliates’ names and promotional materials but only as described in the
Schedule A. Such license shall survive the termination of this Agreement. Influencer grants to
Company a non-exclusive license to use Influencer’s name and likeness in all media including
Company website and the brand website and on social media sites and in all formats of print and
digital media advertising during the Term and for a period of twelve (12) months thereafter.

6. CANCELLATION. Either party may terminate this Agreement upon fourteen (14)
days prior written notice if the other party materially breaches this Agreement and does not cure
such material breach within such time period.

7. COMPENSATION. In full consideration of Influencer’s Services and the rights

granted herein, Company agrees to provide Influencer with a fee of $_26,200 USD_ (the
“Influencer Fee”). The Influencer Fee shall be made payable to Doiyen LLC and shall be
payable [upon execution of this Agreement] OR [as set forth in Schedule A].

8. FORCE MAJEURE. If either party is unable to perform any of its obligations by

reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause
beyond the control of such party, then such party shall be excused from such performance during
the pendency of such cause.

9. INDEPENDENT CONTRACTOR. Influencer is retained as an independent

contractor of Company. Influencer acknowledges and agrees that (i) Influencer is solely
responsible for the manner and form by which Influencer performs under this Agreement, and
(ii) Influencer is a self-employed individual, who performs services similar to the services
outlined in Schedule A for various entities and individuals other than Company. Influencer is
responsible for the withholding and payment of all taxes and other assessments arising out of
Influencer’s performance of services, and neither Influencer nor any of Influencer’s employees
or independent clients shall be entitled to participate in any employee benefit plans of Company.

10. REPRESENTATIONS AND WARRANTIES. The Parties represent and warrant to

each other that each is free to enter into this Agreement and that this engagement does not violate
the terms of any agreement between any third party.

11. INDEMNIFICATION. Company shall indemnify and hold Influencer, and its
shareholders, directors, officers, agents, employees, successors, licensees and assigns, harmless
from and against any and all liability, loss, damage, costs, charges, claims, actions, causes of
action, recoveries, judgments, penalties and expenses, including reasonable outside attorneys'
fees, which they or any of them may suffer by reason of any uncured material breach by
Company of any material representation, warranty, or agreement made by Company in the
Agreement, and/or Company’s gross negligence or willful misconduct. Influencer shall defend,
indemnify and hold Company, and its shareholders, directors, officers, agents, representatives,
employees, successors, licensees and assigns, harmless from and against any and all liability,
loss, damage, costs, charges, claims, actions, causes of action, recoveries, judgments, penalties
and expenses, including reasonable outside attorneys' fees, which they or any of them may suffer
by reason of any breach of any representation, warranty, or agreement made by Influencer in this
Agreement, and/or Influencer’s gross negligence or willful misconduct.

12. SEVERABILITY. If the scope of any of the provisions of the Agreement is too
broad in any respect whatsoever to permit enforcement to its full extent, then such provisions
shall be enforced to the maximum extent permitted by law, and the parties hereto consent and
agree that such scope may be judicially modified accordingly and that the whole of such
provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be
curtailed only to the extent necessary to conform to law.

13. ASSIGNMENT. This Agreement may not be assigned by either party without the
prior written consent of the other, and any such purported assignment shall be void.
14. LAW. This Agreement is made in California and shall be construed and interpreted in
accordance with the laws of California, applicable to contracts made and to be performed
entirely therein.

15. ARBITRATION. In the event of any dispute arising under this Agreement, the
dispute shall be exclusively resolved by binding Independent Film and Television Alliance
(“IFTA”) arbitration before a sole arbitrator in accordance with IFTA rules and procedure in Los
Angeles, California following California law.

16. MODIFICATION. This document is a complete and exclusive statement of the

terms of this Agreement and may not be changed orally but only by writing signed by both
parties.

17. COUNTERPARTS. This Agreement may be executed in counterparts, executed

digitally, and delivered by facsimile or other means of electronic transmission, each of which
when so executed and delivered shall be deemed to be an original, and all of which counterparts
shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties agree to the terms of this Agreement as of the date set
forth above.

AGREED AND ACCEPTED: AGREED AND ACCEPTED:

____________ (“Influencer”) ______________ (“Company”)

By: _____________________________ By: _____________________________

Date: ___________________________ Its: _____________________________

Date: ___________________________
SCHEDULE A – CONTENT, DELIVERABLES, INFLUENCERS, PAYMENT SCHEDULE
(if applicable)

1. Content Specifications:

Clearly and creatively showcase Kiwi and its basic features:

 Send songs to your friend’s home screen
 Widget on home screen
 Feel free to take inspiration from some posts we have up
here: www.tiktok.com/@kiwiwidget

2. Deliverables:

- (1) Tik Tok Video

3. Deliverables Timetable:

July 1st - July 15th

4. Payment Schedule:

- 50% after draft approval and 50% after content goes live.
- Payment must be done through a wire transfer/Paypal and the Company must cover any
wire transaction fees.

5. Influencers:

-Madeline Damskey
-Shariah True
-Sharlize True
-Michelle Kennelly
-Gabriella Saraivah
-Joao Coronel
 SCHEDULE B - BRAND GUIDELINES, if any

Insert any requirements or guidelines Company has for the Content.

1. Include a screenshot of the Kiwi App on the Apple AppStore.

2. Include pictures or videos of the Kiwi App being used with your friends.
3. Include a video or picture of the kiwi widget on your home screen (3 seconds).
4. There can be no empty or ban spaces, profile pictures, or lists in the video. All footage of the
kiwi app must be populated.
5. Clearly depict the name of the app (Kiwi).