Exhibit 6.8

Master Services Agreement for BrandVNO Hosted Services

(“Agreement”)

The Parties agree to enter into this Agreement, which shall be interpreted and executed in accordance with the following

CLAUSES

1. DEFINITIONS

For the purposes of this Agreement and every Scope of Work (“SOW”), unless explicitly stipulated differently, the following terms that start with capital letters will have the following meaning:

Acceptance and Accepted, in relation to:

Acceptance Tests, in relation to any Deliverable, means testing of the Deliverable by Contracting Party in accordance with its Acceptance Test Plan.

Acceptance Test Plan, means the plan provided by the Supplier to prove that the respective Deliverable is Accepted as conforming with the relevant SOW.

Active Subscriber, means the active subscriber licenses according to the definition described in Annex 3 - Commercial Agreement (Prices and Payment Terms) of the Agreement.

Agreement means this Master Services Agreement for Brand VNO Hosted Services (including its Annexes) and each SOW incorporated under this Agreement.

Affiliate of a party means any natural or legal person, direct or indirect, controlling or controlled by, or subject to common control of any person (including any controlling company or subsidiary of any party or any member of the corporate group) at any time.

Change Request has the meaning given to it in clause 13 (Change Control).

Chargesor Fee means the amounts payable by Contracting Party to Supplier for Services, as specified in the Agreement.

Confidential Information means each Party’s non-public information relating to this Agreement, its performance or termination, BrandVNO subscriber information or generated by it, the Deliverables, strategies, business plans, business policies or practices, financial information, technical information, computer systems, infrastructure designs, data, subscriber data analysis, BrandVNO subscriber database, compilations, studies or other documentation and information disclosed to the other Party, no matter its origin or nature, written or oral.

Contract Milestone or Milestone means all or any of the performance milestones and their associated dates specified in the relevant SOW by which Supplier or Contracting Party (as the case may be) must complete them, as may be extended pursuant to clause 6 (Contract Milestones) or agreement between the Parties.

Contracting Party Owned Deliverable means any Documentation and any Deliverable that is to be owned by Contracting Party, as specified in the relevant SOW.

Control means, directly or indirectly, the power to vote 50% or more of the voting interests of an entity or ownership of 50% or more of the beneficial interests in the income or capital of an entity.

Supplier´s System or System means all Deliverables that must be provided by the Supplier to Contracting Party which includes the configuration of technological platforms, equipment, software licenses, integration systems, configuration, professional services and any other service established in this Agreement.

Deliverable means any Hardware, Software and/or any Service provided by the Supplier or the Contracting Party pursuant to this Agreement or other Documentation, including all items described as “Deliverable” in the applicable SOW. For avoidance of doubt, Deliverable does not include any Intellectual Property belonging or developed by Contracting Party whether pre-existing or as part of this Agreement.

Delivery Notice means the written notification by the Supplier notifying Contracting Party that a Deliverable is ready to be subjected to Acceptance Tests.

Documentation means any and all documents that the Supplier has to supply to Contracting Party or vice versa as specified in the relevant SOW, and, in connection with any Software, including available operating manuals and user manuals that are designed to assist and supplement the application and understanding of such Software.

Hardware meansall or any part of any computer equipment or other goods described in the relevant SOW, excluding all Software and Documentation, which is required by Supplier to render the Services under this Agreement and remains a Supplier Owned Deliverable.

Impact Assessment has the meaning given to it in this Agreement.

Implementation Plan or Project Plan is the plan to be agreed upon by the Parties in accordance with this Agreement which shall contain at least the Milestones of each Party.

Intellectual Property means:

Measurement Period means the relevant time period for the measurement of the availability of a specified service. The relevant time period is one calendar month.

Managed Service means that all Deliverables and Services of Supplier´s System shall be managed as a “Single Point of Contact” by Supplier.

MNO means the Mobile Network Operator integrated into Supplier´s System.

MVNE means the Mobile Virtual Network Enabler, achieved by Supplier´s System.

MVNO means the Mobile Virtual Network Operator, established by Supplier.

BrandVNO Hosted Services are the mobile communication services to be delivered to Contracting Party.

Personnel means, with respect to any Party, any director, administrator, officer, employee or any member engaged or on mission by such Party or Affiliates of such Party.

Products and Platform means the products (including Hardware and Software), to enable the Supplier’s System. For the avoidance of doubt, the Products and Platform to render the Services will remain under Supplier’s ownership.

Ready for Service (RfS) means the Supplier´s System is available for providing Brand VNO Hosted Services.

Requirements in relation to any Deliverable or Documentation means Contracting Party’s business, functional, non-functional, operational, performance and other requirements for that Deliverable or Documentation as:

Risk means, in relation to a SOW, any risk that threatens the success of the Contracting Party project to which that SOW relates including a risk in any of the following categories:

Services means the services to be provided by or on behalf of Supplier under this Agreement.

Software means the software described in this Agreement, including all modifications (whether by way of bug fixes, minor release, major release, enhancement, customization, remedial action or otherwise) to that software, which is required by Supplier to render the Services under this Agreement and remains a Supplier Owned Deliverable.

SOW or Scope of Work means a document entitled “SOW” or “Scope of Work” that is materially attached as a Schedule of this Agreement and is executed by the Parties, and which references the provisions of this Agreement, as amended from time to time in writing by the authorized representatives of the Parties.

Subcontractor means any person that performs any of Supplier’s obligations under this Agreement. Supplier may appoint Subcontractors to fulfil its obligations under this Agreement as it sees fit without restrictions. Despite the employment of Subcontractors, Supplier remains liable for fulfilment of its contractual obligations.

Supplier Owned Deliverable means any Deliverable that is to be licensed to Contracting Party, or used by Supplier to provide Services to Contracting Party, as specified in the relevant SOW.

Territory shall be the United States of America and means the country or countries where the Services are provided.

Working Days means days where the banks are open in the Territory.

2. CONSTRUCTION

Unless the context of this Agreement requires a different interpretation, the following rules shall be used to interpret the Contract:

3. CLAUSES

3.1. Object of this Agreement

Supplier, by itself and/or through its Affiliates, agrees to provide Deliverables and Services to Contracting Party as a Managed Service in order to enable Contracting Party to provide Services in the Territory, during the Term.

3.2. SOWs

The Parties may add additional services by attaching signed and numbered SOWs or Annexes and incorporating the same into this Agreement.

3.3. Precedence

In the event of any conflict between the various parts of this Agreement, the following descending order of precedence will apply, unless the context otherwise requires:

A deviation from a higher ranking document requires that the lower ranking document explicitly references the provision in the higher ranking document from which it deviates.

4. TERM OF THIS AGREEMENT

4.1. Initial Term and renewal Term (“Term”)

This Agreement shall commence on the Effective Date and shall remain in full force and effect until the end of an initial period of at least 5 years from the Ready for Service date of Supplier´s System, (the

“Initial Period”). This Agreement will automatically renew for a period of one (1) additional year (each a “Renewal Term”) at the expiration of the Initial Term or the end of each Renewal Term, unless terminated by either Party at least six (6) months in advance by written notice prior to the expiration of the Initial Term or Renewal Term or by either Party pursuant to Clause 19 (Termination) of this Agreement. Both Parties agree necessary service continuity in order not to affect end-users until the effective date of termination.

4.2. This Agreement

Notwithstanding clause 4.1, this Agreement shall – for such SOW or Service – remain in full force and effect until the end of the term of the last SOW or Service contracted in accordance with its terms.

4.3. SOWs

If not otherwise agreed between the Parties, each SOW will start on the date and will remain in effect for the term specified in the SOW unless terminated earlier in accordance with this Agreement.

4.4. Survival

The following clauses will remain in full force and effect following the termination or expiry of all or any part of this Agreement: 4.4 (Survival), 4.5 (Service Continuity and Transition Assistance), 8(Warranties), 9 (Pre-existing IP), 10 (Intellectual Property Indemnity), 11(Liability) and 27d (Governing Law) and any other clause that shall survive according to its nature or the terms of this Agreement.

4.5 Service Continuity and Transition Assistance

Upon any termination or expiration of this Agreement, Supplier shall provide comprehensive transition assistance services (“Transition Assistance”) for a minimum period of twelve months (“Transition Period”) to ensure uninterrupted service continuity for IMP and all MVNO Subsidiaries’ end-users. This period may be extended by mutual agreement if necessary to complete an orderly transition. During the Transition Period, Supplier shall: (1) maintain all service levels, performance standards, and operational support at the same levels as during the Agreement; (2) provide detailed documentation of all systems, configurations, and processes; (3) Assist in the migration of all data, including customer databases, usage records, and billing information; (4) Support knowledge transfer through training sessions and documentation; (5) Cooperate with any successor provider(s) selected by IMP; and (6) Continue to provide security and regulatory compliance support. All fees for Transition Services shall be at the same rates as during the Agreement term, with no premium or additional charges unless specifically agreed in writing. Supplier’s obligations under this section shall survive termination or expiration of the Agreement and shall be enforceable independently of other provisions.

5. DELIVERABLES

5.1. Supplier to provide

Supplier will provide such assistance in the Deliverables and Documentation in accordance with the relevant SOW.

5.2. Assistance of Contracting Party

Contracting Party shall provide such assistance necessary for the Deliverables under this Agreement free of charge, as necessary to enable the Supplier to perform its obligations under the Agreement, or as expressly specified in the Agreement or in the Annexes. In the event of a breach by Contracting Party to provide assistance, the schedules and compliance of the Milestones will be extended and postponed for a period of time equal to the duration of the delay or inability to provide the Services, including a reasonable time to recommence performance.

5.3. Hardware or Cloud Hosting Ownership

Subject to section 9.3 (License to Use), ownership of the Hardware or Cloud Hosting infrastructure shall remain with Supplier during and after the term of this Agreement.

5.4. Right to use Deliverables

Supplier grants Contracting Party a perpetual, transferable and non-exclusive right to use the Deliverables for the Term and to the extent necessary to operate the Deliverables as described in the SOW only and to grant its Subscribers the right to use the platform on a contractual basis. The License granted under this clause 5.4 is temporally limited to the Term and territorially limited to Territory.

For the avoidance of doubt, Contracting Party shall have the right to use all Deliverables and Services provided under the Agreement in order to render its services to its Subscribers as defined under the Agreement. Any use beyond this shall be prohibited unless otherwise permitted by Supplier in writing. Contracting Party represents and warrants that it will contractually bind any of its contractual partners, who run services on Supplier´s System not to enable further MVNO or MNO services, but to provide services to end-users, only.

5.5. Supplier’s right to modify Hardware or Cloud Hosting infrastructure

Supplier has the right to modify any Hardware or cloud hosting infrastructure as it deems appropriate, provided that such a modification will not jeopardize full compliance with the SLAs defined in Annex 5 – Service Level Agreement except otherwise agreed between the parties.

6. CONTRACT MILESTONES

The project implementation plan (the “Project Plan”) will be mutually agreed between the Parties and afterwards shared and accepted.

6.1. Obligation to meet Contract Milestones

Each Party agrees to meet each of its Contract Milestones on or before the date specified for its performance. If a Contract Milestone is not met on or before that date (other than as a result of a permitted extension under clause 6.2 or delay caused by the other Party) that Contract Milestone will be deemed to have been delayed.

6.2. Permitted Extensions

The date for performance of each Contract Milestone of a Party will only be extended in accordance with clause 6.4 (Remedies for Supplier’s Delays) or to the extent that Party is unable to meet the Contract Milestone by the milestone date as a result of:

6.3. Anticipated delay

If either Party reasonably anticipates any delay (for any reason) in meeting any of its Contract Milestones, it will give the other Party written notice of the anticipated delay, including the reasons for the delay as soon as it is reasonably practicable. Both Parties will work together to mitigate the impact of the delay on the delivery of Contract Milestones. If this results in the initiation of a Change Request under clause 14 (Change Control), the Parties agree that the timeframe for any Impact Assessment to be prepared will be reduced to 3 Working Days. Notice under this clause will not excuse the other Party from its obligation to meet its Contract Milestones or from any consequences of delay in accordance with clause 6.1 (Obligation to meet Contract Milestones) and 6.2 (Permitted Extensions).

6.4. Remedies for delays

If any Contract Milestone is not or cannot be met for reasons other than those expressly set out under clause 6.2 (Permitted Extensions), the non-breaching Party’s remedy for delay of the other Party will be an extension of the respective Contract Milestone by the period of time of the delay in meeting its Contract

Milestone from meeting its next applicable Contract Milestone, plus a reasonable time to recommence performance. In such case, each Party also reserves the right to any other claims, such as damages.

7. ACCEPTANCE

7.1. Pre-Customer acceptance testing

Supplier will carry out all its testing responsibilities (Confidence Testing), before submitting a Deliverable for Customer Acceptance Tests in accordance with the Acceptance Test Plan.

7.2. Delivery for Customer acceptance testing

When Supplier reasonably considers that a Deliverable is capable of passing its Customer Acceptance Tests (see definition below), either on first delivery of the Deliverable in accordance with this clause, or following its correction in accordance with clause 7.5 (Acceptance failure and rework), Supplier will deliver the Deliverable to Contracting Party together with a Delivery Notice (Delivery for Testing).

7.3. Customer Acceptance Tests

Following Delivery for Testing, Contracting Party will promptly start the Customer Acceptance Tests on the Deliverable in accordance with the timeframes specified in the SOW. No Deliverable will fail its Customer Acceptance Tests if and to the extent such failure relates to any:

7.4. Notification of pass/fail

Following completion of the Customer Acceptance Tests, Contracting Party will notify Supplier in writing if the Deliverable has either:

7.5. Acceptance failure and rework

If Contracting Party notifies Supplier in accordance with clause 7.4 (Notification of fail) of any failure of a Deliverable to pass its Customer Acceptance Tests, Supplier will at Supplier’s sole cost and expense correct all such failures and resubmit the Deliverable to Contracting Party in accordance with the Acceptance Test Plan.

7.6. Failure categorization

8. WARRANTIES

8.1. Deliverables

Supplier represents that, during the Term, each Deliverable or item of Documentation will:

8.2. Provision of Services

Supplier represents that during the term of this Agreement it will perform the Services agreed in the SOW in a manner to meet the applicable Service Levels without limiting Contracting Party ‘s other rights or remedies.

8.3. Compliance with Laws

Unless otherwise stated in this Agreement, each Party represents and warrants that it shall perform its obligations under this Agreement in a manner that complies with the laws applicable at the Effective Date. If during the Term there is a change in the applicable law and / or regulation that directly affects the provision of the Services, the Supplier shall upon Contracting Party’s request prepare an economic proposal that includes at least (i) the cost to implement the changes required by such a change in the applicable law and / or in the regulation, and (ii) the period that will be taken to carry out such implementation.

In case of changes in the applicable law or regulation in the Territory, Contracting Party will notify Supplier in writing thereof without undue delay. Contracting Party will further coordinate with and provide to the Supplier all necessary information to comply with applicable laws, regulations and policies and inform the Supplier of the actual adjustments required.

If Supplier is accused of a violation or breach of any applicable law and / or regulation, Supplier shall immediately notify Contracting Party of said accusations in writing and in the event of proven guilty, Contracting Party shall indemnify and reimburse Supplier for the costs, charges and its efforts to remedy the violation, if it is shown that the penalty imposed was caused by an action or omission of the Contracting Party.

9. PRE-EXISTINGIP

Ownership of a Party’s pre-existing Intellectual Property is not affected by this Agreement.

9.1. License to use

Each Party grants to the other a non-exclusive, perpetual, royalty-free license to use any pre-existing Intellectual Property and any modifications or additions to such pre-existing Intellectual Property to the extent necessary for the performance of this Agreement:

10. INTELLECTUAL PROPERTIES INDEMNITIES

10.1. Right to provide IP

Subject to clause 10.6 (claims for which Supplier is not responsible), Supplier represents that it has no knowledge that the Platform on which the Services are provided in accordance with this Agreement infringes the rights (including the Intellectual Property) of any third party in the Territory.

10.2. Indemnity by Supplier

Subject to clause 10.6 (claims for which the Supplier is not responsible), and subject to the compliance of Contracting Party with all the terms and conditions of the respective Software licenses, the Supplier shall indemnify and hold Contracting Party harmless against all actions, proceedings, losses, liabilities, claims, demands, costs and expenses (including reasonable legal expenses) that Contracting Party may incur in connection with any claim relating to a Deliverable or Documentation that infringes the representation under clause 10.1 (“Client Claim”). Such claim shall be the sole and only remedy in case the Deliverables or Services by Supplier infringe the rights of a third party.

10.3. Indemnity by Contracting Party

Contracting Party indemnifies and holds Supplier harmless against all actions, proceedings, losses, liabilities, damages, claims, costs and expenses (including reasonable legal expenses) suffered or incurred by Supplier in relation to any actual claim of infringement of the Intellectual Property of any third party to the extent that the claim relates to Intellectual Property that Contracting Party licenses, makes available to Supplier for the provision of its Services or controls from a third party (each a “Supplier Claim”).

Contracting Party shall also indemnify, defend and hold harmless Supplier from and against any and all claims arising out of any infringement or misappropriation of any Intellectual Property Rights owned by Supplier in breach

of the License granted.

10.4. Procedure

In the event of any Contracting Party claim or Supplier Claim (each an Indemnity Claim), the indemnified Party will:

10.5. Remedies

If any Supplier or Contracting Party claim prevents or threatens to prevent the supply or use of any Deliverable or Documentation or the provision of a Service, then the other Party must (at its own election and expense) either:

10.6. Claims for which Supplier is not responsible

Supplier has no obligation under clause 10.2 and the representation in clause 10.1 does not apply to the extent that a Contracting Party Claim would not occur but for:

11. LIABILITY

11.1. Exclusion of liability

Despite any other provision of this Agreement, neither Party will be liable to the other Party (under the law of contract, tort, equity or otherwise) for any damages of any kind arising out of or in connection with this Agreement that are indirect, special or consequential (meaning not arising in the ordinary course as a direct, natural or probable consequence of the act or omission complained of), regardless of the cause of such damages or whether the other Party had been advised of the possibility of such damage.

11.2. Limitation of liability

Each Party’s liability to the other Party for damages (under the law of contract, tort including gross negligence or otherwise) under or in connection with this Agreement will be limited in aggregate to USD 200.000,00 (two hundred thousand US Dollars).

Each Party’s liability to the other Party for damages (under the law of contract, tort including gross negligence or otherwise) under or in connection with this Agreement will be limited per single event to USD 100.000,00 (one hundred thousand US Dollars).

Liability is, however, not limited in the case of willful misconduct, fraud or personal injury.

11.3. Force Majeure

Neither Party shall be liable to the other for any delay or inability to perform its obligations under this Agreement or otherwise, if the delay or inability is caused by Force Majeure (“Force Majeure Event”). In the event of delay or inability to perform the obligations, the period of performance shall be extended by a period of time equal to the duration of the delay or inability to perform plus an additional reasonable period to recommence performance.

12. PROJECT METHODOLOGY

12.1. Contracting Party may request risk minimization measures

Supplier shall implement reasonable processes or preventative measures in order to minimize or eliminate the possibility of a risk occurring. The implementation of such processes or measures:

13. CHANGE CONTROL

13.1. Changes require written request

Changes to a SOW must be made in accordance with this clause 13(Change Control). Requested changes may be initiated by Contracting Party or the Supplier. To initiate a change, the Party seeking the change must prepare a Change Request in written form.

13.2. Impact Assessment

If the Contracting Party made a Change Request, Supplier will submit an Impact Assessment to Contracting Party within a reasonable period of time of at least 15 Working Days after receipt of the request.

13.3. Content of Impact Assessment

Each impact assessment (“Impact Assessment”) will reasonably contain:

13.4. Requirements for Impact Assessment  

Supplier agrees that each Impact Assessment will be timely, fair, objective, and accurate, and that it will not impose or imply any arbitrary conditions in any response to the Contracting Party’s Change Request.

13.5. Parties to notify whether request accepted

The Parties may, in respect of each Change Request and within the period of validity of that Change Request, evaluate the Change Request (and if applicable, its related Impact Assessment) and as the Parties deems appropriate either:

14. RATES FOR SERVICES, PAYMENT TERMS

14.1. Rates Schedule

Except as otherwise provided in the relevant SOW, all Charges will be calculated in accordance with Annex 3 - Commercial Agreement (Prices and Payment Terms).

15. REPRESENTATIONS

Each Party represents and warrants to the other Party that:

16. NOLABOR RELATION

The Personnel utilized by either Party for the performance of this Agreement shall be solely that Party’s Personnel, and each Party shall separately be responsible for compliance with all laws, rules and regulations including, but not limited to, employment of labor, hours of labor, health and safety, working conditions and payment of wages. Each Party shall be responsible for payment of taxes and costs such as Social Security, Worker’s Compensation, disability insurance, and legal withholding, with respect to its employees.

17. TERMINATION

Termination of Contract: Both Parties waive their right to terminate the Agreement during the Initial Period.

(i) a material breach by the Supplier of its obligations or guarantees; or

(ii) a series of defaults by the Supplier at a time which, taken together, constitute a material breach, provided that the said default, material breach or series of direct defaults have not been remedied within a reasonable period of at least 30 (thirty) days from the date on which Contracting Party has notified the Supplier of the said material breach.

(iii) Contracting Party may terminate the Agreement if Supplier fails to pay Contracting Party invoiced amounts due and payable under the Agreement for 30 (thirty) Days after such amounts become due and payable, provided that Contracting Party notified Supplier in writing of such failure to pay granting an additional payment period of 30 (thirty) Days

Notwithstanding the foregoing, Contracting Party may terminate this Agreement immediately, when the Supplier has breached its obligation of confidentiality or any material obligation that cannot be remedied.

Upon termination under this clause 19.2.1, payment obligations for all periods before the effective date of the termination will continue for Contracting Party.

17.3. Termination for Force Majeure, insolvency and bankruptcy.

The Parties may terminate this Agreement if the Provider is unable to provide the Services in any relevant aspect for more than 90 (ninety) consecutive Working Days as a result of a Force Majeure Event. The Party terminating the Agreement shall notify the other Party in writing and the Agreement shall terminate on the effective date indicated in the notice. The effective date may not be greater than 30 calendar days following the event of Force Majeure. If the Agreement is not fully terminated, the Parties shall agree on an adjustment for applicable costs and reduction of Work Orders, if any.

To the extent permitted by applicable law, either Party may terminate this Agreement at any time by giving written notice to the other Party with immediate effect if the other Party becomes insolvent or is in insolvency or reorganization proceedings.

17.4. Effect of Termination

Any termination of a Party for material breach by the other Party shall not prohibit the terminating Party from seeking any other remedies it may have against the other Party under this Agreement or applicable law. Any termination shall not, however, relieve: (i) Contracting Party of its obligation to pay any charges incurred under this Agreement prior to such termination; (ii) Supplier of its obligation to pay any charges incurred under this Agreement prior to such termination; (iii) Supplier from providing Contracting Party with termination and expiration assistance services; or (iv) both Parties from performing any obligation that is intended to survive the termination of this Agreement.

With effectiveness of the termination, Contracting Party shall refrain from using any Deliverables, Intellectual Property or Services of Supplier rendered under the Agreement and both Parties shall return any Deliverables, Documentation, originals or copies thereof and will further delete such material from their systems within 14 (fourteen) Working Days of such termination. Each Party will upon request provide written certification of the same to the other Party.

Upon termination of the Agreement, each Party will further cease use of the other Party’s Confidential Information. Each Party will upon request provide written certification of the same to the other Party.

17.5. Termination services and assistance

In the event of the expiration or termination of this Agreement for any reason Supplier shall, upon Contracting Party ‘s request with a minimum 30 (thirty) days termination date advance writing notice, provide comprehensive Transition Assistance for up to 12 (twelve) months beyond the then-effective date of the expiration or termination of this Agreement, at the prices established in Annex 3 - Commercial Agreement (Prices and Payment Terms) then current Charges and other applicable terms and conditions by notifying the Supplier in writing of such election.

Contracting Party will pay the Supplier for (i) the charges otherwise due and owing under this Agreement and (ii) the reasonable additional documented charges and expenses, for transition services according to Annex 1 - Scope of Work; and (iii) any pre-approved out-of-pocket expenses directly related to transition activities.

Charges for termination services and termination assistance payable upfront before the effective date of termination, or – only in case of termination for good cause with immediate effect – within 7 days of the notification of termination and invoicing by Supplier. Failure to make timely payment relieves Supplier of its obligation to provide any and all such services.

18. INDEMNIFICATION

Subject to the limitation of liability set forth in clause 11.2, the Supplier and Contracting Party agree to indemnify and hold harmless the other Party from any damage to property owned by the other Party.

Subject to the limitation of liability set forth in Clause 11.2, the Parties agree to indemnify and hold harmless the other Party against all losses suffered in connection with third party claims (including, without limitation, all losses, claims, demands and damages and reasonable attorneys’ fees) resulting from a breach of privacy or data security by either Party with respect to any of the other Party’s data or Confidential Information.

19. PUBLICITY/PROMOTION

Neither Party shall advertise or publish any contract details related to pricing, or the Intellectual Property of the other Party without the prior written approval of the other Party.

Supplier shall have the right to advertise the cooperation with and services to Contracting Party after commercial launch. Contracting Party shall have the right to advertise the cooperation with and services from Supplier after commercial launch.

20. DATA

Nothing contained in this Agreement shall be construed as conferring any right to the other Party to use any information, the other Party, clients or subscriber’s information or consumer data, regardless of media, except as required for fulfilling the Party’s obligations under the Agreement.

The Parties receive no title or ownership rights to any such information, of the other Party, clients or customer’s information or data, regardless of whether the information or data has been produced by Contracting Party or Supplier and whether on the other Party’s behalf, and all such rights shall remain with the same Party at all times.

The Parties agree that the information, clients and subscriber’s information and Contracting Party and Supplier data provided to the other party under the Agreement or any adjustments thereof, shall, as between the Parties hereto, be treated as proprietary, Confidential Information, and a trade secret of the respective party.

If necessary, the Parties shall without delay enter into a Data Processing Agreement.

21. RELATIONSHIP

This Agreement does not constitute either of the Parties an agent, partner, joint venture or legal representative of the other for any purpose whatsoever and neither of the Parties shall be entitled to act on behalf of, or to represent the other unless duly authorized thereto in writing.

22. CONFIDENTIALITY

22.1. Duty of Confidentiality

Each Party acknowledges that it may, in the course of performing its responsibilities under this Agreement, be exposed to, or receive, Confidential Information of the other Party or its Affiliates or their subscribers or third parties to whom the other Party or its Affiliates owe a duty of confidentiality. The Receiving Party agrees to keep the confidential information of the Disclosing Party in the strictest confidence with the same or greater degree of care that it uses with its own more sensitive information (but in no case less than a reasonable degree of care) and agrees not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to any third party or to use such information for any purpose other than the performance of this Agreement or as expressly stated in this Agreement. recipient will limit access to Confidential Information of discloser to only those of its employees, agents and contractors having a need-to-know in connection with this Agreement or provision of the Services. Recipient shall impose on all of its employees and contractors who may be exposed to the Confidential Information of discloser an obligation to keep such information confidential in accordance with this clause 22 recipient shall, upon expiration or termination of this Agreement or applicable SOW or otherwise upon demand, at discloser’s option, either return to discloser or destroy and certify in writing to discloser the destruction of any and all documents, papers and materials and notes thereon in recipient’s possession, including copies or reproductions thereof, to the extent they contain Confidential Information of discloser. Each Party shall remain bound by the confidentiality obligations herein during this Agreement as well as following expiration or termination of this Agreement and its renewals.

22.2. Exclusions to Confidential Information

Confidential Information shall not include information that recipient can show: (i) was or has later become available to the public through no breach of this Agreement or a SOW; (ii) was obtained from a third party who had the legal right to disclose the information; or (iii) was already in the recipient’s possession prior to direct or indirect disclosure pursuant to this Agreement and was not generated in the course of, or in connection with the Services.

22.3. Permitted Disclosures

If the recipient is requested to disclose all or any part of any Confidential Information of the discloser under a discovery request, subpoena, order or inquiry issued by a court of competent jurisdiction or by a judicial, administrative, regulatory or governmental agency or legislative body or committee, the recipient shall, to the extent practicable and subject to applicable Laws, take the necessary measures to conserve the confidential nature of the information, give prompt written notice of such request to the discloser and shall give the discloser the opportunity to seek an appropriate confidentiality agreement, protective order or modification of any disclosure or otherwise intervene, prevent, delay or otherwise affect the response to such request and recipient shall cooperate in such efforts. discloser shall reimburse recipient for reasonable legal fees and expenses incurred in recipient’s effort to comply with this provision requested by the discloser.

22.4. Personnel

Each Party shall execute confidentiality agreements with its Personnel having access to Confidential Information. Each Party shall provide the other Party with a signed original of each of the form of confidentiality agreement entered into by the Personnel pursuant to this clause 24.4 upon the other Party’s request. Each Party shall be liable for any breach of the confidentiality obligations of this clause 24 by any Personnel.

22.5. Remedy

It is understood and agreed that in the event of a breach of this Article 24, damages will not be an adequate remedy and the non-breaching Party shall be entitled to injunctive relief to restrain any such breach, threatened or actual, notwithstanding Article 26.

22.6. No Right or License

Nothing in this section 22 shall be construed as obligating either Party to disclose its Confidential Information to the other Party, or as granting to, or conferring on, the other Party, expressly or impliedly, any rights or license to the Confidential Information.

23. ASSIGNMENT

Contracting Party shall not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without prior written approval of Supplier. Any unauthorized assignment shall be void. In case of a Change of Control, the Contracting Party has to inform the Supplier without undue delay. Supplier may terminate the Agreement for good cause upon one (1) month written notice to the

Contracting Party, if Control over the Contracting Party is acquired by a direct competitor or any company in Control of or Controlled by such a competitor of the Supplier, or in case Contracting Party has failed to inform Supplier without undue delay. A direct competitor means a company operating in the same product or services market. If the Agreement is terminated pursuant to the foregoing provision, clause 17.5 (termination services and assistance) shall not apply.

Supplier is entitled to assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without approval of Contracting Party to any of Supplier’s Affiliates or any other third party other than a competitor of Contracting Party.

Any Assignment or Change of Control of a Party in breach of this clause entitles the other Party to terminate this Agreement for good cause as stipulated in clause 17.2.

27. MISCELLANEOUS

a) delivered by recognized overnight courier service, addressed as follows

1915 NE STUCKI AVE

HILLSBORO

OR 97006

USA

Attention: Mrs. Sabrina Soto and Mr. Frank von Seth, and

b) sent via email to and frankvonseth@compaxventure.com, confirmed by electronic notification.

a) delivered by recognized overnight courier service, addressed as follows

Elf Mobile Inc.

481 South Holt Ave

Los Angeles, CA 90048

USA

Attention: Mr. David Phillips, and

b) sent via email to david@elflabs.com, confirmed by electronic notification.

27.1 Entire Agreement. This Agreement constitutes the complete and entire statement of all conditions and representations of the agreement between Supplier and Contracting Party with respect to its subject matter and supersedes all prior writings, discussions, representations or understandings. In the event of a conflict between the terms of this Agreement and the terms of any other attachment, the terms of this Agreement will control.

ANNEXES:

Annex 1 - Scope of Work

Annex 2 - Setup and Support Services

Annex 3 - Commercial Agreement (Prices and Payment Terms)

Annex 4 – BSS_OSS_MVNE Product Description

Annex 5 – Service Level Agreement Annex 6 - Change Request Form

Annex 1 – Scope of Work (SOW)

Annex 1

Scope of Work (SoW)

BrandVNO Hosted Services

for

Elf Mobile

(“Contracting Party”)

Annex 1 – Scope of Work (SOW)

Responsibilities of Contracting Party:

Responsibilities of Supplier:

Annex 1 – Scope of Work (SOW)

Annex 1 – Scope of Work (SOW)

Annex 1 – Scope of Work (SOW)

Annex 1 – Scope of Work (SOW)

Annex 1 – Scope of Work (SOW)

Annex 1 – Scope of Work (SOW)

Annex 1 – Scope of Work (SOW)

Annex 1 – Scope of Work (SOW)

Annex 1 – Scope of Work (SOW)

Annex 1 – Scope of Work (SOW)

Annex 1 – Scope of Work (SOW)

4. BrandVNO onboarding scope

4.1 Basic Products

Annex 1 – Scope of Work (SOW)

Annex 1 – Scope of Work (SOW)

4.2 Packages

4.3 Additional Services

Annex 1 – Scope of Work (SOW)

4.4 Data Settings and Policy Control

4.5 Topup and Charging

Annex 1 – Scope of Work (SOW)

4.6 IVR Self Care

Annex 1 – Scope of Work (SOW)

4.7 USSD Self Care