Current Report No. 2/2021 ESPI – Conclusion of two publishing agreements and a cooperation agreement with Pixel Trapps sp. z o.o.

January 13, 2021

Company:  CHERRYPICK GAMES S.A.

Subject: Conclusion of two publishing agreements and a cooperation agreement with Pixel Trapps sp. z o.o.

Legal basis: Art. 17 ust. 1 MAR – confidential information.

Content:

The Management Board of Cherrypick Games S.A. (“the Company”) announces that on 13 January 2021, the following agreements were concluded with Pixel Trapps sp. z o.o., based in Rojewo (“Pixel Trapps”):

1. A publishing agreement for the publication of at least four mobile eSports games (“eSports Games”) (“Publishing Agreement 1”) produced by Pixel Trapps on a free-to-play model for iOS and Android; Pixel Trapps’ intention is to publish the eSports Games on a platform operated by Skillz Inc. with whom the Company entered into a collaboration agreement on 16 April 2020, as announced by the Company in ESPI Current Report No. 3/2020 dated 16 April 2020.

Pursuant to the Release Agreement 1, the Company will distribute and promote the eSports Games on international platforms such as AppStore, GooglePlay, Facebook, Amazon, Skillz at its sole discretion. Pixel Trapps grants the Company an exclusive, international, royalty-free, fully paid-up licence to distribute and otherwise use and sell the eSports Games and a non-exclusive licence to use, release, create derivative works from, sell, license and sublicense the eSports Games for the purposes of the Company’s performance of its obligations under the Publishing Agreement 1.

Pixel Trapps has agreed to refrain for a period of six months from the expiry or termination of the Release Agreement 1 from selling, transferring, exchanging, offering a call option, licensing, among other things, if the Company declines an offer to acquire the rights to the eSports Games made to Pixel Trapps by a third party.

There will be no transfer of intellectual property rights to the eSports Games under Release Agreement 1.

The parties have agreed on a market-based profit split for the eSports Games. The profit will be calculated according to the rules set out in Release Agreement 1.

The Publishing Agreement 1 has a fixed term of three years and will be automatically renewed for successive periods covering three years unless the Company gives Pixel Trapps notice of termination of the Publishing Agreement 1.

Either party shall be entitled to terminate the Release Agreement 1 with immediate effect in the event, inter alia, that

a. the other party fails in whole or in part to comply with a material obligation under the Release Agreement 1 : examples of material breaches of obligations are set out in the Release Agreement 1;

b.  the other party is convicted of an offence that materially and measurably adversely affects the relationship between the party and the end users of the eSports Games;

c. the other party’s company is dissolved or struck off the register of companies;

2. A publishing agreement for the publication of at least four mobile games (“Mobile Games”) (“Publishing Agreement 2”) produced by Pixel Trapps based on a pay-to-play and/or free-to-play model for iOS and Android; Pixel Trapps’ intention is to publish the Games on the international market.

Pursuant to the Publishing Agreement 2, the Company will distribute and promote the Mobile Games on international platforms such as AppStore, GooglePlay, Facebook, Amazon at its sole discretion. Pixel Trapps grants to the Company an exclusive, international, royalty-free, fully paid-up licence to distribute and otherwise use and sell the Mobile Games 2 and a non-exclusive licence to use, release, create derivative works from, sell, license and sublicense the Mobile Games for the purposes of the Company’s performance of its obligations under the Release Agreement 2.

Pixel Trapps has agreed to refrain for a period of six months from the expiry or termination of the Release Agreement 2 from selling, transferring, exchanging, offering a call option, licensing, among other things, if the Company declines an offer to acquire the rights to the Mobile Games made to Pixel Trapps by a third party.

There will be no transfer of intellectual property rights to the Mobile Games under the Publishing Agreement 2..

The parties have agreed on a market-based profit split for the Mobile Games. The profit will be calculated according to the rules set out in the Release Agreement 2.

The Publishing Agreement 2 has a fixed term of three years and will be automatically renewed for successive periods covering three years unless the Company gives Pixel Trapps notice of termination of the Publishing Agreement 2.

Either party shall be entitled to terminate the Publishing Agreement 2 with immediate effect in the event, inter alia, that _i_ the other party fails, in whole or in part, to perform a material obligation under the Publishing Agreement 2 _examples of material breaches of obligations are set out in the Publishing Agreement 2_; _ii_ the other party is convicted of an offence that materially and measurably adversely affects the relationship between the party and the end users; _iii_ the other party’s company is dissolved or struck off the register of companies;

3. a cooperation agreement _ the “Cooperation Agreement”_, under which the parties agreed framework conditions for cooperation on the joint production of a mobile game or games meeting the criteria described in the Cooperation Agreement.

Each party undertook to bear its own production costs, such as, for example, staff salaries, materials and travel expenses.

The parties have agreed on the market distribution of profits from the games produced under the Cooperation Agreement. The profit will be calculated according to the rules set out in the Cooperation Agreement.

Each party will be entitled to ownership rights to game elements produced before the date of entry into force of the Cooperation Agreement. The Parties guarantee reciprocal, non-exclusive rights to use these rights free of charge, provided this is necessary during the development of the game or games. These rights may not be transferred without the prior written consent of the other Party. Ownership rights to the elements produced as a result of the cooperation of the parties will be vested in the Company.

The Cooperation Agreement is concluded for a fixed period of five years and will be automatically renewed for successive periods covering three years unless the parties decide to give notice of termination of the Cooperation Agreement.

Either party may terminate the Cooperation Agreement with immediate effect in the event that the other party fails to remedy a material breach of the Cooperation Agreement within 14 days of receiving a written request from the other party to cease the breach, or bankruptcy proceedings are commenced against it.

Pixel Trapp is a Polish mobile games developer.