Preamble: In its absolute discretion, Yalla.Digital, Inc. ("Yalla") will produce a customized demonstration of its technology and content product for          ("Exhibitor") to assess interest and viability pending further discussion.

1. Parties -          ("Exhibitor") and Yalla.

2. Content - An immersive XR demonstration ("Project") to be made available for viewing at          ("Location"). The development and productions costs of the Project shall be fully funded by Yalla ("Production Costs").

3. Term – Six months.

4. Exclusivity – Yalla agrees that the Project will be made available exclusively to Exhibitor during the Term.

5. Headset Costs – Yalla shall be responsible for the cost of procuring or delivering a headset necessary for exhibition of the Project ("Headset Costs") at the Location.

6. Revenue Share – Any revenue generated from production works of the Project at the Location shall first be applied to the recoupment of the Production Costs and Headset Costs, after which the parties will share in the remaining proceeds pursuant to a split to be negotiated in good faith.

7. Creative Process – Yalla will use reasonable efforts to work collaboratively with Exhibitor on the creative content and direction of the Project both in development and production. During the course of development, Exhibitor will have a right to review the screenplay for the Project (and subsequent rewrites and revisions thereof) and provide notes to Yalla for its review. Yalla will make reasonable efforts to address such notes, but in the event of any disagreements, Yalla will have the right to make the final determination.

8. Exhibitor Name/Logo – Yalla shall have the right to use and display the Exhibitor name and official logo as part of the Project.

9. Non-Binding – This Deal Memo is intended solely to summarize the principal business terms discussed by the parties and serve as a basis for further negotiations. Any transaction contemplated herein is subject to the execution and delivery of a longform agreement.