Working sports: MEDIA AGREEMENT (Form 8-K)

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MEDIA AGREEMENT

This Media Agreement (the “Agreement”) is entered into and entered into as of September 1, 2021 (the “Effective Date”), by and between AI Media Data LLC (or “MD”) and Worksport LTD (or ‘WKSP’). From time to time, MD and WKSP may also be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

Recitals

WHEREAS, MD is experienced in social media platforms and has been identified as having the experience and connections necessary to deliver the social media presence desired by WKSP; and

WHEREAS, WKSP wishes to increase its overall social media presence and needs a professional media company to develop a social media presence in order to develop a network of multiple media accounts on different platforms (the “accounts” on social media). ‘Platforms’, collectively forming the’ ‘WKSP Network’); and

WHEREAS MD plans to increase exposure of WKSP products which can be used as leverage against WKSP’s competitors for future online sales; and

WHEREAS, WKSP recognizes the value of social media marketing and the opportunity to leverage social media marketing to increase online sales. Under the agreement, MD will use social media marketing to increase and drive traffic and exposure of WKSP products to its online store as a primary driver of future sales; and

WHEREAS, MD and WKSP recognize that establishing a strong social media presence can require a substantial investment of time and money. By investing early in WKSP’s direct and indirect presence, WKSP intends to significantly reduce its social media marketing spend in the future. To put this into perspective, research conducted by Google Canada has proven that WKSP’s industry peers spend between 100,000 and 500,000 each month to compete in the marketplace and drive traffic from potential buyers to their products. This data is intended for Google Ads only and does not include spending by industry peers on other platforms such as Facebook, Twitter, Instagram and others; and

WHEREAS, MD and WKSP recognize that in order to have a meaningful brand presence online and to maintain traffic from potential customers to one or more online stores, comprehensive social media marketing is required. This can be prohibitive when paid in the mail. In fact, research shows that paid social media posts can cost anywhere from five hundred dollars ($ 500) per post to tens of thousands of dollars per post. To build a strong brand and maintain a strong brand in the future, this type of marketing will be constantly needed to repeat exposure to potential customers, new and existing. Without a significant stand-alone presence from WKSP, an ongoing online presence can cost up to millions of dollars to maintain each year. To gain permanent social media market share, WKSP wants to strengthen its internal social media marketing capacity to reduce future social marketing costs. WKSP plans this strategy in addition to other marketing and advertising strategies aimed at dominating the competition in the online market.

THEREFORE, for and in consideration of the mutual promises and covenants herein and for valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Obligations of MD.

MD will build the network, comprised of, but not limited to, automotive-related social media accounts, for WKSP to directly and indirectly increase exposure of WKSP products, build brand awareness, increase sales by online and decreases future social media marketing costs for WKSP.

Accounts will include accounts to be created and managed on the social media platforms of Instagram, Tiktok, Youtube, Facebook, Twitter and other platforms identified as beneficial to the purposes of WKSP as set out in this Agreement. As part of its obligations under this Agreement, MD will periodically review the Available Platforms to determine if there are additional social media presence opportunities for WKSP.

MD will build and develop a team of social media professionals who will daily develop the platforms to create the WKSP network.

MD will spend 1.5 million dollars ($ 1,500,000) to increase account exposure with ads and build an infrastructure to analyze and improve results. MD may devote additional financial resources for these purposes, when determined by MD to be beneficial or necessary for the purposes of WKSP.

MD will assign daily and weekly staff members to maintain and continue to develop the accounts on a daily basis. Dedicated MD team members for this purpose may include professionals such as daily social marketing consulting, weekly social media trend researchers to increase visibility of hashtags, daily media planners and posters, and weekly ad managers when accounts are ad ready.

The target / deliverable of this agreement will be a minimum of 3 million subscribers created by or through the accounts. MD will undertake the necessary efforts to provide analysis on the success of efforts to gain such subscribers and increase WKSP’s social media presence.

2.Remuneration.

In consideration for the professional services to be provided by MD under this Agreement, WKSP shall compensate MD as follows:

The distribution of the compensation in shares will be as follows: WKSP will issue to MD seven hundred thousand (700,000) shares (the “Shares”) and four hundred thousand (400,000) options (the “Options”) to purchase shares at 5 , $ 32 (valid for 5 years). from the last day of this Agreement) (the “Compensation”) for the performance of MD’s obligations under this Agreement.

The Shares will vest immediately upon signature of this Agreement.

The options will vest in installments of 100,000, every six months starting from six months from the signing of this agreement.

Compensation reflects the following approximate added value by MD during the term of this agreement. The actual distribution of value may differ depending on MD leadership, in order to provide a general understanding of the agreed compensation MD provides the following overview:

Daily social media marketing managers

75,000

Weekly Social Media Trend Researchers

75,000

Daily media planners and posters

75,000

Advertising Spending and Managing Account Growth

200,000

Management and monitoring of advertising content

75,000

Obtaining full ownership of the Accounts by WKSP

200,000

If MD is able to over-deliver the WKSP network by creating six (6) million subscribers (double the target), an additional bonus will be paid of two hundred and fifty thousand (250,000) shares (the “Bonus “).

Considering the financial costs to MD under this Agreement, in particular the substantial investment in staff funding and advertising spending that is made by MD for the benefit of WKSP, and the value to be provided to WKSP from the outset as well as in the future, fifty percent (50%) of the indemnity will be issued by WKSP to MD six (6) months after the effective date of this Agreement, and the remaining indemnity will be issued upon completion of the deliverable.

3.Term.

This agreement will be effective on the Effective Date and will continue for twenty-four (24) months, or until MD reaches the agreed deliverable of 3 million subscribers, whichever occurs first. In the event that MD reaches the 3 million deliverable subscribers, MD will be deemed to have fully performed under the terms of the Agreement and will be entitled to full compensation. In the event of full performance as stated herein, new conditions may be discussed for future maintenance and / or further development of the accounts and relationships between the parties.

4. Miscellaneous.

The parties will indemnify, defend and hold each other harmless from any third party claim or litigation brought under this Agreement.

The parties are and will at all times be considered independent contractors under this Agreement.

During the term of this Agreement and in perpetuity after its termination, neither party will belittle or make any effort to harm or negatively impact the reputation or business goodwill of the other.

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and may only be amended by a writing signed by both parties.

This Agreement may be signed in multiple copies, each of which shall be an original, and such copies shall together constitute one and the same instrument. Written or electronic signatures will be effective for the purposes of executing this Agreement.

IN WITNESS WHEREOF the parties have signed this Agreement to come into force on the day and year first mentioned above in writing notwithstanding the effective date of the signatures.

By the Director, AI Media Data LLC

Disclaimer

Worksport Ltd. published this content on September 03, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 03 September 2021 21:31:07 UTC.

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