0001214659-24-003292 Sample Contracts

MeetKai, Inc. Master Services Agreement
Master Services Agreement • February 22nd, 2024 • RiskOn International, Inc. • Services-computer processing & data preparation • Delaware

This Master Services Agreement (“Agreement”) is entered into as of February 21, 2024, by and between MeetKai, Inc. (“MeetKai”), and RiskOn International, Inc. (“Customer”).

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STATEMENT OF WORK #1
Statement of Work • February 22nd, 2024 • RiskOn International, Inc. • Services-computer processing & data preparation

This SOW outlines the rights and obligations relating to MeetKai granting ROI rights (which shall be exclusive for the first five years) to use, sub-license and/or resell MeetKai's generative AI platform, as further described on Exhibit A hereto (the “Platform”), during the term, within the territory of North America (the United States of America and all its territories, Canada and Mexico) (the “Territory”) under white-labeling (the “Licensing”), subject to the terms and conditions set forth herein.

AMENDMENT AND EXCHANGE AGREEMENT
Amendment and Exchange Agreement • February 22nd, 2024 • RiskOn International, Inc. • Services-computer processing & data preparation • Nevada

THIS AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”), dated as of February 21, 2024, is entered into by and among RiskOn International, Inc. (f/k/a BitNile Metaverse, Inc.), a Nevada corporation (the “Company”), and the undersigned holder (or holders) of securities of the Company (each, a “Holder Entity”, and collectively, the “Holder”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Securities Purchase Agreement (as defined below).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 22nd, 2024 • RiskOn International, Inc. • Services-computer processing & data preparation • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 21, 2024, between RiskOn International, Inc., a Nevada corporation (the “Company”) and MeetKai, Inc., a Delaware corporation (the “Purchaser”).

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