Exhibit 10.1 

 Partnership Agreement 

for Consulting Services

between 

Agassi Sports Entertainment Corp. (ASE or Client)

and

IBM Norge AS (IBM)

2025-10-31

The information in this agreement is confidential and may only be used within Client’s enterprise. 

1.           Introduction 

This Partnership Agreement for Consulting Services describes a high-level scope of provisions relevant for services to be provided by IBM to the ASE, hereunder IBM responsibilities, related Client responsibilities and key dependencies. 

ASE enter into this Partnership Agreement Consulting Services (“PAC”) as Client of IBM as defined in the IBM Customer Relationship Agreement for Services ("CRA for Services"). 

Separately, ASE may become an IBM Business Partner under the IBM Business Partner Agreement ("BPA"). The BPA will be a separate contractual relationship between IBM and ASE as an IBM Business Partner ("BP").

As a BP, ASE will have the opportunity to sign up to the IBM Embedded Solution Agreement ("ESA"). Under the ESA, ESA BP may order Programs, Cloud and other Services (such as Program Support or maintenance), Machines and Appliances (collectively, IBM Products) and/or third-party products and services (Non-IBM Products) which BP shall include in BP's Embedded Solution to market to End Users (collectively, Products). All such rights are solely governed by the BPA and ESA. 

This Partnership Agreement for Consulting Services is independent of and unrelated to any IBM Business Partner Agreement or Embedded Solution Agreement. No rights or obligations under the BPA or ESA are created, modified, or implied by this Partnership Agreement for Consulting Services.

2.           Objectives

The objectives of this Partnership Agreement for Consulting Services between Agassi Sports Entertainment Corp. (ASE) and IBM Norge AS (IBM) are to:

3.            Scope of the Partnership Agreement for Consulting Services

The Partnership Agreement for Consulting Services contains consulting services to be provided IBM as further described in the CRA for Services, SOWs and other transaction documents hereunder. Any services, products or software to be provided by other IBM business units or third parties, hereunder software licenses and cloud services, are not included under this Partnership Agreement for Consulting Services and shall be provided to Client under separate agreements.

On the Partnership Agreement for Consulting Services signature date one SOW and a Commitment Agreement are agreed. As further described specifically in the Commitment Agreement, additional services and other obligations will be added under this Partnership Agreement for Consulting Services.

The content of this Partnership Agreement for Consulting Services applies to the extent not changed or adjusted in a transaction document, such as in a SOW or in the Commitment Agreement.

4.           Definitions

Client Relationship Agreement for Services (“CRA for Services”): The CRA for Services and applicable Attachments and Transaction Documents contains terms and conditions that applies to all services under the Partnership Agreement for Consulting Services and are the complete agreement regarding each transaction under a CRA for Services (together, the "Agreement") under which Client may procure Services: https://www.ibm.com/support/customer/csol/terms/?ref=Z126-6555_WOS-10-08-2023-no-en

IBM Garage: A flexible co-creation framework for ideating, prioritizing, testing and delivering innovative solutions. The Garage leverages the IBM Garage Methodology uses the following practices: Enterprise Design Thinking, Agile Software Development and DevOps.

Agile: Agile software development is a group of software development principles based on iterative and incremental development, where requirements and solutions evolve through collaboration between self-organizing, cross-functional teams. It promotes adaptive planning, evolutionary development and delivery, a time-boxed iterative approach, and encourages rapid and flexible Response to change.

Business Canvas: A structured view of a Use Case, Feature or Set of Features that describes the future state, initial & desired outcomes/ROI, initial roadmap, success criteria and an initial view of the Business Value that can be generated.

Business Value: An informal term that includes all forms of value that determine the health and well-being of an organization in the long run. Business value expands concept of value of the firm beyond economic value (also known as economic profit, economic value added, and shareholder value) to include other forms of value such as employee value, customer value, supplier value, channel partner value, alliance partner value, managerial value, and societal value. Many of these forms of value are not directly measured in monetary terms. Business value often embraces intangible assets not necessarily attributable to any stakeholder group.

Daily Standup Meeting: Provides an update on the work that was completed the previous day, work to be done, and any issues.

Definition of Ready: When a Product Backlog Item (PBI) is described as “Ready” for development, it will generally meet the following criteria:

The initial Definition of Ready will be defined in the initial phase of the project and will be evolved by the Squad as the delivery progresses.

Definition of Done Each PBI shall satisfy a set of completion or success criteria that are specific to that story. Generally, the Product Owner is given a Demo of the story. The Squad shall mark the story as “Done” when the success criteria are met. The initial Definition of Done will be defined in the initial phase of the project and will be evolved by the Squad as the delivery progresses.

DevOps: Short for development and operations; an approach that is based on Lean and Agile principles in which business owners and the development, operations and quality assurance team members collaborate to deliver software continuously.

Enterprise Design Thinking (EDT): A framework for teams to understand and deliver great user outcomes at the speed and scale of the enterprise. Enterprise Design Thinking begins with a focus on user outcomes, a multidisciplinary Squad, and a spirit of restless reinvention.

Garage Governance Board (Garage Governance Board): This joint steering/governance committee is composed of the Client’s executive sponsor, the IBM Delivery Executive, key Client stakeholders, the Garage Lead and the Client Program Lead and focus on strategic direction and program success.

Investment Board: A quarterly board meeting with stakeholders who are responsible with guiding overall strategy and investment decisions.

Garage Team: This is a general reference to the joint team of people including IBM as well as Client members who work on activities in the Garage.

Garage Innovation Pipeline: A practice for managing the Use Cases which enter the IBM Garage that seeks to maximize the Business Value of the entire Use Case pipeline within a given capacity of resources to do the work while allowing for the rejection or failure of individual Use Cases, Releases, POCs or MVPs.

IBM Core Resources: These are the IBM resources that are deployed continuously throughout the engagement. These resources provide ideation management, program governance, solution architecture governance, innovation /innovation culture expertise and as agreed to by the Garage Governance Board, Squads to develop POCs/MVPs.

IBM Flex Resources: These resources are deployed as agreed to by the Garage Governance Board to provide capability over and above the IBM Core Resources. Generally, these Squad(s) provide development capabilities. The Garage Governance Board may choose to deploy multiple Squads in parallel to drive additional Use Cases through the Garage.

Innovation: The deliberate process of creating Business Value by applying novel solutions to meaningful or strategic problems.

Iteration: A single development cycle, usually two weeks, during which time the Garage Team will build the PBIs that were agreed upon during the Iteration Planning activity. Any PBI that does not get completed during the Iteration is returned to the Backlog to be addressed in a future Iteration.

Minimum Lovable Product (MLP): This is a type of Release which is meaningful to the Product Owner and validates the business and user value.

Product Backlog: A tool for managing the Use Case, business value & relative priority of various Use Cases in addition to the PBIs of the various use cases that have been selected to have a POC or MVP developed.

Product Backlog Item (PBI): This is an overarching term for items on the Product Backlog. There are several types of PBI including but not limited to epics, user stories, defects, technical stories, data stories and research/spikes. A PBI is a set of functionality or feature that is of value to the Product Owner. It describes what the user needs, states why the persona needs the functionality and is described as a concept and not a detailed specification.

Product Owner: This person is commonly a lead user of the system or someone from marketing, product management or anyone with a solid understanding of users, the marketplace, the competition and of future trends for the domain or type of system being developed. This role will usually be filled by the Client; however, is some specific cases IBM may fill this role with Client agreement.

Release: A release is a time box of scope or PBIs that aligns with a number of Iterations in order to plan longer range vision than an Iteration provides.

Squad (“Team”, “Pod”): A set of resources comprising IBM (Core or Flex) and/or Client resources that work on PBIs. 

Squad Week: A unit of billable capacity that consists of a set of resources with a mix of different skills for an average of five (5) days of work effort.

Use Case (“Hypothesis”): A topic, a “big idea”, or big bet that the Garage Team has collected and the team wants to explore using the IBM Garage Methodology. Statements of intent written as meaningful outcomes. They tell you where to go, not how to get there, empowering teams to explore breakthrough ideas without losing sight of the goal.

5.           Governance

IBM and Client will actively participate in a mutually agreed upon set of IBM Garage governance activities. The following is an initial set of activities.

6.            Location, Resources and Hours of Coverage 

Collaboration and Communication Framework: 

Client Responsibilities: 

7.           Responsibilities

7.1         IBM Engagement Management Responsibilities

An IBM Garage Program Lead (“Garage Lead”) will establish a framework for engagement planning, communications, reporting, procedural and contractual activity, and other activities associated with the Services, and will perform the following activities across all IBM Consulting tracks of the program:

7.2         Investment Board meeting

An Investment Board Meeting is held quarterly and will serve as a platform for the Client Executive Sponsor(s) and the IBM Delivery Executive(s) to map out mid to long term activities and assure alignment with the Client’ strategic objective, as well as jointly decide on funding allocation and overall prioritization.

7.3         Garage Board Meeting

A Garage Governance Board is held at regular intervals. The Garage Lead, with Client’s assistance, will conduct a Garage Governance Board Meeting with the program stakeholders to make Go / No Go decisions for any decision gates that have been reached; resolve any impediments; update staffing needs; financial decisions; and identify program changes.

7.4          Tech Design Authority Board

The Tech Design Authority Board (TDAB) is a governance body responsible for facilitating the technical integrity and alignment of the solutions developed under this Partnership Agreement for Consulting Services. The TDAB will provide technical guidance, oversight, and decision-making authority to enable the solutions meet the required standards, are aligned with the overall architecture and business priorities and delivered in a timely and cost-effective way.

Responsibilities:

The TDAB will be responsible for:

Membership:

Meetings and Decision-Making:

The TDAB will meet on a regular basis, as required, to discuss technical matters and make decisions on the technical design and architecture of the solutions. Decisions will be made through a consensus-based approach, with the IBM Technical Lead and the Client Technical Representative having final decision-making authority.

7.5         Innovation Pipeline Refinement and Prioritization

An Innovation Pipeline Meeting is held at regular intervals (initially at least on a quarterly basis). The goal of the meetings is to capture and refine the “big ideas” and to establish a clear understanding of the business value of each idea.

The team will discuss and develop a Business Canvas for each use case and assign additional research activities as required to further develop the Business Canvas. The team will also prioritize the entire use case against using previously defined dimensions including but not limited to: business value, technical complexity, speed to market, alignment to organizational strategic objectives, etc.)

7.6          Release Planning (per each track)

A very high-level plan for multiple Iterations is created during this activity. It is a guideline that reflects expectations about which Backlog Items will be implemented and when they are completed. It also serves as a base to monitor progress within the project. Releases can be intermediate deliveries done during the project or the final delivery at the end. 

IBM responsibilities:

8.           Client Roles

IBM's performance is dependent upon Client’s fulfilment of its responsibilities at no charge to IBM. Any delay or idle time in performance of Client’s responsibilities may result in additional charges and/or delay of the completion of the Services and will be handled in accordance with the Project Change Control Procedure. The roles are defined based on the initial scope of SoW1 and is expected to increase over time related to the expected growth.

Overall summary of estimated Client Resource Requirements and Time Commitments: 

Estimated Full-Time Dedicated Roles:

Estimated Part-Time Committed Roles: 

Estimated On-Demand Resources:

Estimated Resource Availability Requirements: 

Response Time Commitments: 

Consequence of Non-Compliance 

Client acknowledges that failure to provide committed resources or meet response timeframes will result in project delays. IBM's resource costs will continue to accrue at the contracted rate per sprint during any Client-caused delays, and such delays may result in additional charges through the Project Change Control Procedure.  

8.1          Client Program Lead

Prior to the start of this project, Client will designate a Client Program Lead to whom all communications relative to this project will be addressed and who will have the authority to act on behalf of Client in all matters regarding this SOW. The Client Program Lead's responsibilities include the following:

8.2         Client Product Owner

For all relevant tracks of the program, Client will designate one person called the Product Owner who is responsible for providing the requirements (epic stories) and verifying the output. The Product Owner is the key representative of Client. He or she is responsible for communicating the Client’s vision of, and requirements for, the Use Case to the Garage Team. The Product Owner will also take primary responsibility for the Product Backlog, including its initial development and its ongoing revision during the project. The Product Owner participates in Iteration Planning to prioritize backlog items and validate the new functionality before it goes to Iteration planning.

A large part of the role of the Product Owner is managing many stakeholders who often will have differing views and priorities. It is the Product Owners responsibility to manage and balance the needs of these stakeholders and present to the team one set of priorities taking all these inputs in to account. For this reason, it is important that the Product Owner is empowered. 

Client will assure that the nominated Product Owner is suitably experienced in IBM Garage development projects. Given the importance of the Product Owner role in the overall project, Client to use reasonable endeavours to ensure that the Product Owner:

The Product Owner's responsibilities include the following:

8.3          Other Client Responsibilities

Client will:

8.4          Issue Escalation Procedure

Any issues or concerns that arise during the project will be escalated to the IBM Garage Lead, who will work with the relevant stakeholders to resolve the issue. If necessary, issues will be escalated to the Programme Sponsor or other relevant stakeholders.

8.5          Project Change Management

Any changes to the project scope, timeline, or budget will be handled through a formal change management process in each SOW, with clear communication and approval procedures in place. The Project Manager will be responsible for facilitating change management and ensuring that all stakeholders are informed and aligned.

9.            Financial, tax and payment terms

The payment terms are as follows:

Individual SOWs may have other payment terms which shall take precedence over the payment terms set out in this PAC.

9.1          Payment Milestones

To be specified per SOW.

9.2          FX, COLA Clauses and liability

The prices and rates specified in the SOW are based on the current exchange rates and cost of living adjustments (COLA) as of the date of the SOW. Any changes in exchange rates or COLA that occur during the term of the SOW will not be reflected in the prices and rates specified herein.

In the event of a change in exchange rates, the parties agree to negotiate in good faith to adjust the prices and rates specified in a SOW to reflect the new exchange rates. Any such adjustments will be made on a prospective basis only and will not affect any payments made prior to the effective date of the adjustment.

In the event of a change in COLA, the parties agree to negotiate in good faith to adjust the prices and rates specified in this SOW to reflect the new COLA. Any such adjustments will be made on a prospective basis only and will not affect any payments made prior to the effective date of the adjustment.

The parties agree to review and discuss any changes in exchange rates or COLA on a regular basis, but no less than quarterly. In the event of a change in exchange rates or COLA, the parties will notify each other in writing and will negotiate in good faith to adjust the prices and rates specified in this SOW.

In no event will either party be liable for any losses or damages resulting from changes in exchange rates or COLA, except to the extent that such losses or damages are caused by the gross negligence or wilful misconduct of the other party.

This clause is just a sample and may need to be modified to fit the specific needs of a project or SOW.

9.3          Payment Disputes

In the event of a payment dispute, the Client and IBM will work together to resolve the issue in a timely and professional manner. If the dispute cannot be resolved, the Client and IBM may agree to seek mediation or arbitration to resolve the issue.

9.4         Taxes

Indirect Taxes means value added, goods and services, consumption, sales, use, revenue and/or turnover taxes calculated as a percentage of gross revenue (excluding income taxes calculated on net income or profit), financial transaction, digital services, export and import taxes or duties, stamp, registration, documentary and property taxes and any other similar charges or contributions, including surcharges on the aforementioned taxes, in each case imposed, collected or assessed by, or payable to, a tax authority or other Governmental Agency.

All charges referred to under this Partnership Agreement for Consulting Services, hereunder the Client Relationship Agreement for Services any SOWs and transaction documents are expressed as exclusive of all applicable Indirect Taxes. If any Indirect Taxes are payable in relation to any goods, services or other supplies made under or in connection with this  Partnership Agreement for Consulting Services (hereunder the CRA for Services, any SOWs and transaction documents) including the provisioning and fulfilment of such supplies (i) the applicable Indirect Taxes shall be added to any charges payable by Client (ii) IBM shall issue an invoice or other billing documentation to the Client in accordance with Applicable Tax Laws; and (iii) as applicable, Client shall pay or reimburse the amounts of such Indirect Taxes to IBM on or before the due dates for satisfaction of such invoices.

In the event that any withholding or deduction for or on account of tax is required under any law or regulation of any governmental entity or authority, domestic or foreign to be made by the Client in respect of any charge, the sum payable by Client to IBM shall be increased by the amount necessary to yield to IBM an amount equal to the sum it would have received had no withholdings or deductions been made.

The Client warrants that it is registered for Indirect Taxes in the country of the customer contracting entity and that it purchases the IBM services for business use. The Client agrees to collect and remit Indirect Taxes imposed, collected or assessed by, or payable to, a Tax Authority or Government Agency, to the extent required by local laws or where local laws provide for the Client to account for Indirect Taxes on the supply in the event that IBM is not registered for Indirect Taxes in Client´s country. Client agrees to indemnify and hold harmless IBM and its affiliates and their respective officers, directors, employees and agents, against all liabilities, damages, losses, costs and expenses if the Client fails to pay timely all Indirect Taxes due on IBM's supply to the Client in accordance with such laws.

In the event that local laws or regulations could require the IBM contracting entity to register for Indirect Taxes in overseas countries, Client agrees to execute local agreements with local IBM in the applicable overseas country where IBM makes supplies under the  Partnership Agreement for Consulting Services (hereunder the CRA for Services, any SOWs and transaction documents) and/ or the Client or Client affiliate receives the supplies. Client may nominate which Client entity (namely, Client or a local Client Group Member,) executes the Local Service Agreement with the local IBM.

10.         Additional terms

10.1       Information Security and Data Protection

As of signature date of the Partnership Agreement for Consulting Services no Client personal data will be processed by IBM. If Client personal data will be provided to IBM for processing on behalf of Client. Client will notify IBM in writing and IBM’s Data Processing Addendum (DPA) at http://ibm.com/dpa will apply and DPA Exhibits shall be populated agreed and will apply to IBM’s processing of personal data, hereunder be incorporated into the applicable agreement. 

Appendix A: Change Control Procedures 

 Appendix B: Information Security Roles and Responsibilities Table

Exhibit 10.2

Certain confidential portions of this Exhibit are omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential. 

Commitment Agreement

between

Agassi Sports Entertainment Corp. (ASE)

and

IBM Norge AS

2025-10-31

The information in this agreement is confidential and may only be used within ASE’s enterprise.  

1.           Introduction 

This Commitment Agreement covers ASE´s minimum commitment to purchase services from IBM to be provided by its business unit IBM Consulting (named IBM C below) in addition to the services agreed in SOW 1 (ASE Digital transformation partner). 

Additionally, this Commitment Agreement also includes specification of investments by IBM into the partnership with ASE as further specified under paragraph 2. below.

2.           Scope of the Commitment Agreement 

ASE and IBM C will jointly, starting November 2025, maintain and refine the future program backlog across one or more program tracks. The backlog will be jointly prioritised and solutioned, with IBM C responsible for delivering resources with agreed skills to ASE and these resources will execute the agreed scope.

To execute on the prioritized backlog, IBM C will leverage the Garage & Sprint Capacity delivery model with ASE retaining full responsibility for backlog management, feature prioritisation, and scope decisions unless otherwise agreed between the parties.

In addition to services purchased under SOW 1 (ASE Digital transformation partner), ASE commits to purchase additional services from IBM C for an amount of minimum 5.485.000 USD, starting at the latest on June 30, 2026, and to be provided throughout October 31, 2030, under the Partnership Agreement for Consulting Services (hereunder incorporated the Client Relationship Agreement and its transaction documents such as SOWs).

The consumption and specification of services within the stated amount of 5.485.000 USD commitment shall be services provided by IBM C and agreed under the Change Control Procedure and/or Project Change Procedure in accordance with the Partnership Agreement for Consulting Services.

Throughout the term of the Partnership Agreement for Consulting Services IBM will provide investments into the partnership equal to an amount of 2.953.000 USD, as listed below. The investment levels are conditioned to the above stated minimum commitment of purchased services commenced throughout the term of the Commitment Agreement. The term starts on signature date of the Commitment Agreement and ends 31^st on October 31, 2030.

3.    Performance bonus 

During the committed contract term, the parties agree on a performance bonus for IBM. The performance bonus shall be payable as a result of, and in consideration for, the investments made by IBM. The performance bonus will be calculated as a % of ASE’s actual revenue earned from ASE Digital Transformation Partnership with IBM, minus the costs from IBM.  ASE will provide IBM with a quarterly report of earned revenue and costs from the ASE and IBM partnership, specifically the items as per the table below, split it into phases and with a calculated % for bonus. 

IBM will invoice ASE based on the performance bonus for one quarter, in the month following that quarter.  

*  Phase 1: Nov 2025 – Dec 2026, Phase 2: Jan 2027 – Aug 2027. Phase 3: Sept 2027 – Dec 2027. Phase 4+: Jan 2028 – Oct 2030.

Example: If the revenue is 5.000.000 USD and cost is 1.730.000 USD in Jan - Mar 2027, the performance bonus is 3.270.000 USD multiplied by 2,0% equal to 65.400 USD.

In addition, as a result of, and in consideration for, the investments made by IBM, the parties agree to discuss in good faith an appearance by Andre Agassi at IBM, which will be subject to the approval of Mr. Agassi, additional payments to Mr. Agassi, depending on the scope of such appearance(s).

4.    Termination 

ASE may terminate this Commitment Agreement for convenience, by 3 months prior written notice to IBM, provided however that such termination shall not be effective before the end of the first 6 months from signature date.

If, at the point of termination for convenience, ASE has not consumed services under the Partnership Agreement for Consulting Services (hereunder the incorporated Client Relationship Agreement for Services and its transaction documents) as described above under paragraph 2 (Scope of the Commitment Agreement), ASE will be invoiced 2,5% of the remaining not consumed amount as per the example below:

Example: If at point of termination, the unconsumed amount is 1.000.000 USD, the termination cost calculation will be: 1.000.000 USD * 0,025 = 25.000 USD

Expiration of the term of the Commitment Agreement:

If ASE has not consumed the above committed amount set out above in paragraph 2 by 31^st of October 2030, IBM is entitled to invoice the full under-consumed amount by 31^st of October, 2030.

Example: If on 31st October 2030, the unconsumed amount is 200.000 USD the equal amount, i.e. 200.000 USD, will be invoiced.

Upon termination of this Commitment Agreement for any reason, the rights and obligations set out in the above paragraphs 2 and 3 shall automatically terminate and have no further force or effect.

Exhibit 10.3

Certain confidential portions of this Exhibit are omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential.

Statement of Work 1

(SOW 1)

Agassi Digital transformation partner

Prepared for

Agassi Sports Entertainment Corp. (ASE)

2025-10-31

The information in this Statement of Work is confidential and may only be used within Client’s enterprise. 

1.           Statement of Work Overview 

This Statement of Work (“SOW”) is between ASE (also called “Client” or “Customer”) and the IBM legal entity (“IBM”), and incorporates the Agreement identified in the Signature Acceptance section below. Client means and includes the Client company, its authorized users or recipients of the Services. 

This SOW is executed as a transaction document under IBM CRA for Services: https://www.ibm.com/support/customer/csol/terms/?ref=Z126-6555_WOS-10-08-2023-no-en, and together with the Partnership Agreement for Consulting Services constitutes the whole contract. 

This SOW describes the IBM responsibilities, related Client responsibilities, and deliverables IBM will provide. Changes to this SOW will be processed in accordance with the Project Change Control Procedure described in the Project Procedures appendix. The investigation and implementation of changes may result in modifications to the Estimated Schedule, Charges, and other terms of this SOW and the Agreement.

1.1         Executive summary 

IBM Consulting is pleased to present a comprehensive digital transformation proposal for Agassi Sports  Entertainment Corp (ASE) to create a unified digital ecosystem that celebrates the legacy of Andre Agassi and Steffi Graf while establishing ASE as a global leader in racquet sports entertainment and media. 

This Statement of Work encompasses the end-to-end development of three integrated digital components designed to serve the racquet sports community and create multiple revenue streams for ASE: 

Our delivery methodology centers on the IBM Garage framework, emphasizing co-creation, agile development, and iterative delivery. The approach ensures maximum collaboration between IBM and ASE teams while maintaining speed-to-value through structured governance and continuous stakeholder engagement. 

Investment and Timeline:

This digital transformation initiative will establish ASE's comprehensive online presence, create new revenue opportunities through integrated e-commerce platforms, and position the organization at the forefront of sports technology innovation. The AI-powered analysis capabilities will differentiate ASE in the marketplace while the unified digital ecosystem supports long-term growth and scalability. 

The project sets the foundation for a multi-year strategic partnership, with this initial phase delivering minimum lovable products (MLPs) across all three tracks, providing immediate value while establishing the platform for future enhancements and expanded capabilities.

2.           Project Scope 

This engagement operates under a capacity-based delivery model where IBM provides dedicated development resources across the three project tracks, with the Client retaining full responsibility for backlog management, feature prioritization, and scope decisions. 

The project focus includes the conceptualization, design, development, and launch of: 

(1) a dedicated website platform targeting investors and fans of Andre Agassi and Steffi Graf, providing engagement and investment opportunities, including an ecommerce store;

(2) a mobile application specifically designed for racket sports players to enhance their training and competitive experience, including an ecommerce store; and

(3) an advanced AI-powered video analysis model capable of providing technique assessment and performance insights for players.

The following sections of this SOW will detail the specific requirements, deliverables, timelines, and resource allocations for each of the three development tracks, while establishing a unified governance framework that ensures seamless coordination, shared objectives, and strategic alignment across all workstreams.

2.1          Website Development 

The goal of this track is to design and build a new website for Agassi Sports Entertainment Corp. (ASE) that celebrates Andre Agassi's and Stefi Graff’s legacy. The website will serve as the central hub for ASE's online presence, providing a seamless journey for diverse audiences, including fans, media, investors, and commercial partners. The scope of work includes the development of a premium digital experience that meets the distinct needs of these audiences, while also positioning ASE as a global leader in the racquet sports entertainment and media industry.

The website development scope includes the design and development of the Agassi Experience marketing website MLP. Future phases and iterations will be agreed upon outside of this SOW.

Key Objectives:

Scope of Work:

Assumptions and Dependencies:

2.2          Mobile App Track 

The mobile app track focus includes the design and development of the Agassi Experience mobile application, focusing on the Minimum Lovable Product (MLP).

Key Objectives:

Assumptions and Dependencies:

3.3. AI Model 

A custom AI model utilizing computer vision to analyze racket sports players videos in terms of player technique, and generating an analysis and improvement recommendations.

Key Objectives:

Scope of Work:

Assumptions and Dependencies:

3.           Timeline 

Services are estimated to start on November 1, 2025 and will be performed based on the estimated schedule below. The estimated end date for the Services is June 30, 2026. A future phase post-MLP includes a multi-year partnership commitment and will be documented separately from this SOW. 

Both parties agree to make reasonable efforts to carry out their respective responsibilities to meet the following estimated schedule.  

4.           Governance 

IBM and Client will actively participate in a mutually agreed upon set of IBM Garage governance activities. The following is an initial set of activities. 

5.           Responsibilities 

5.1         Product Backlog Refinement and Estimation 

IBM will facilitate a weekly Product Backlog Refinement meeting (the interval can be adjusted by mutual agreement) with the Product Owner and the Garage Team to clarify details about upcoming PBIs. 

The team and Product Owner will refine the highest priority PBIs that do not yet meet the Definition of Ready. The Product Owner will address any open questions and bring the results to the next Backlog Refinement meeting. The team and Product Owner will continue to refine the PBIs until there are no more questions and they are confident that enough information is available to estimate the PBIs. 

The team will estimate the PBIs when they are sufficiently refined. If the resulting effort is too large for a single PBI (i.e. not implementable in one Iteration), then the PBIs will be split in smaller pieces by the team, the Product Owner, the IBM Garage Lead and Client Program Lead will decide on appropriate actions. 

The IBM Garage Lead will prepare the meeting with the help of the Project Manager. Product Owner will invite additional stakeholders to take advantage of their expertise. 

a.        IBM responsibilities:

(1)      Request for more detailed information when needed

(2)      Analyze PBIs to estimate effort 

b.       Client responsibilities:

(1)      Write Product Backlog Items in agreed level of details and in the manner that each Item can be executed in one Iteration

(2)      Provide the detailed information when needed

(3)      Prioritize each Product Backlog Item and rank the items

(4)      Define success criteria for each Product Backlog Item

(5)      Accept Product Backlog Items based on the agreed success criteria

5.2         Iteration Planning 

The Garage Team and key stakeholders will conduct Iteration Planning workshops at the beginning of every Iteration so the team understands what needs to be done. The PBIs which are agreed upon by the Garage Team need to meet the “Definition of Ready.” The outcome of this meeting is a mutually agreed set of Iteration inputs: an Iteration Backlog, an Iteration Goal, and a forecast as to the stories which will be completed. 

a.       IBM responsibilities:

(1)      Set up, facilitate and actively participate in the Iteration meetings

(2)      Plan and prioritize the stories and tasks that will be worked on during the current Iteration timeline 

b.       Client responsibilities:

(1)      Actively participate in the Iteration meetings

(2)      Engage additional stakeholders as appropriate at Iteration reviews

5.3          Stand-ups 

The Garage team will conduct stand-up meetings to identify inhibitors at an early stage. The initial frequency will be once a day; however, the team may mutually agree to adjust the frequency to address the particular needs of a use case. 

a.        IBM responsibilities:

(1)      Participate in stands-ups 

b.       Client responsibilities:

(1)      Participate in stand-ups

5.4         Iteration Review meeting 

The Product Owner, with IBM’s assistance, will conduct an Iteration Review Meeting with the project stakeholders at the end of every Iteration to provide validation that the solution is headed in the correct direction, get early feedback, to enable business ownership and manage expectations. 

An Iteration Review will create questions and suggestions that feed into subsequent Iterations and engage business participants to play a stronger role in the development, become more familiar with the solution and contribute to the outcome. 

a.        IBM responsibilities:

(1)      Participate in Iteration review meetings

(2)      Support the Product Owner as they lead the Iteration Review  

b.       Client responsibilities:

(1)      Participate in Iteration review meetings

(2)      Lead the Iteration Review through the role of Product Owner

(3)      Ensure attendance of key stakeholders as appropriate

5.5         Iteration Retrospective 

IBM, along with the Product Owner will conduct an Iteration Retrospective meeting at the end of each Iteration in a “lessons learned” style workshop to identify firm actions to continuously improve the way the team works and provides an opportunity to adopt best practices. 

a.        IBM responsibilities:

(1)      Participate in Iteration retrospective 

b.       Client responsibilities:

(1)      Participate in Iteration retrospective

5.6         Workshops 

Workshops will be used to discover/generate ideas, validate ideas, identify key business requirements, review organizational objectives, develop high level strategies and collectively prioritize the Use Cases to promote an idea or discard it. 

a.        IBM responsibilities:

(1)      Participate in Workshop 

b.       Client responsibilities:

(1)      Participate in Workshop

5.7         Brand Design 

The Brand Design Guidelines Development activity will be executed during the initial phase of the program to establish a cohesive visual identity foundation for the Agassi Experience digital ecosystem. This activity is specifically scoped to define digital branding elements that will guide the design and development of both the website and mobile application platforms.

Key Objectives:

(1)      Establish unified digital brand standards across all platform touchpoints

(2)      Create scalable design guidelines that support future development sprints

(3)      Ensure brand consistency between website and mobile application experiences

(4)      Define visual identity elements that resonate with diverse target audiences (fans, investors, commercial partners)

Scope Limitations:

This activity is limited to digital brand elements only and does not include offline marketing materials, physical merchandise design, or comprehensive brand strategy development beyond digital applications.

The Brand Design Guidelines will encompass the following core elements:

Visual Identity System:

(1)      Digital color palette with primary, secondary, and accent colors

(2)      Typography hierarchy for digital platforms (headings, body text, captions)

(3)      Logo usage guidelines and variations for digital applications

(4)      Iconography style and design principles

Creative Guidelines:

(1)      Photography style and treatment specifications

(2)      Illustration style guide and graphic element library

(3)      Visual composition principles and layout guidelines

(4)      Digital asset specifications and technical requirements

The brand design will be co-created between IBM and the Client under the following high-level setup: 

b.       Discovery and Co-Creation Workshop: IBM will facilitate a comprehensive brand co-creation workshop with key ASE stakeholders to understand brand vision, target audience preferences, competitive landscape, and strategic positioning requirements. 

c.        IBM responsibilities: 

(1)      Design and facilitate brand co-creation workshop sessions 

a)     Develop two comprehensive creative direction proposals with supporting rationale

b)    Create detailed brand guidelines documentation based on selected direction

c)     Incorporate one round of client feedback within allocated capacity (maximum 40 hours)

d)    Deliver final brand guidelines in formats suitable for development team implementation

e)     Provide brand application examples and technical specifications

d.        Client responsibilities:

(1)      Ensure appropriate stakeholder participation in co-creation workshop

a)     Provide brand vision, strategic objectives, and target audience insights

b)    Review and select preferred creative direction within three (3) business days of presentation

c)     Submit consolidated feedback on detailed guidelines within three (3) business days of delivery

d)    Prioritize feedback requests to align with available refinement capacity

e)     Approve final brand guidelines for program implementation

5.8         Iteration 

IBM will lead a rapid development upon a pre-agreed topic (e.g., Data Model, User Experience, technology test, business process, etc.) that either proves the business value or eliminates a roadblock for a Use Case. The output of this is expected to be “rough” quality rather than a final product quality.

IBM responsibilities: 

a.        Iteration Definition Formulation. Includes Iteration goals, approach, and success criteria

(1)      Iteration planning

(2)      Develop the code; data model; or other technical work product

(3)      Review output with Client on regular basis to align on outcomes

(4)      Iteration Findings Showcase. Includes a report that captures a demo of the solution that was built, key findings, recommendation on next steps, and a description of the business value delivered.

b.        Post Iteration review. Includes a retrospective assessment of the business value that was delivered by the developed solution 

Client responsibilities:

(1)      Actively participate in the planning meetings and Iteration

(2)      Ensure that stakeholders are aware and present at Iteration readout

5.9          MLP Design/Build/Test 

a.        IBM responsibilities:

(1)      Agree on the Items taken into the Iteration.

(2)      Divide the Product Backlog Items into sub-tasks and estimate the work effort.

(3)      Confirm that existing component/functionality works prior and after the enhancement/change by running the existing Unit tests or creating and running the Unit test (Regression test).

(4)      Design and architect the solution, 

(5)      Build the solution

(6)      Write the Unit tests for new feature/enhancement.

(7)      Develop the code and/or related configurations.

(8)      Update the documentation, for example:

(a)       Release notes in Agile project management tool.

(b)      Software Engineering Environment.

(c)       Software Architecture Description.

(d)      Interface Control Document (per external interface).

(e)       Update Developer Guidelines (Created during Transition).

(9)      Update the Iteration Backlog daily for items in progress and done.

(10)    Demo the Iteration Backlog Item as agreed in the Iteration planning.

(11)    Confirm that the Definition of Done criteria has been achieved.

(12)    Create test plans for Iteration and Release, as needed.

(13)    Create Unit, System and Integration and Functional test cases when needed.

(14)    Perform Unit, System, Integration and Functional test cases when needed.

(15)    Maintain the test environment as instructed by Client.

(16)    Review feedback, lessons learned, provide recommendations and discuss next step

(17)    Conduct functional testing and resolve defects. 

b.       Client responsibilities:

(1)      Define the scope and business case, 

(2)      Own architectural work products (e.g., Architecture Overview, System Context, Architecture Decisions, Service Model, Operational Model).

(3)      Provide reasonable time from architects to support IBM whenever a clarification on architecture and its implications is needed.

(4)      Provide reasonable time from Product Owner to support team during the Iteration.

(5)      Accept the Product Backlog Items based on the agreed Demo criteria.

(6)      Provide up to date information of testing environment.

(7)      Provide the test input and expected output specifications for testing in the PBI.

5.10       Maintain Impediment List 

The impediment list contains a list of unsolved issues, which the team could not solve on their own or are currently not able to solve due to time constraints. It is updated daily by the Project Manager and the team and reviewed after each Iteration. 

a.        IBM responsibilities:

(1)      Participate in maintaining impediment list.

(2)      Proactively work to remove impediments. 

b.       Client responsibilities:

(1)      Participate in maintaining impediment list.

(2)      Proactively work to remove impediments.

6.           Client Roles and Responsibilities 

IBM's performance is dependent upon Client’s fulfilment of its responsibilities at no charge to IBM. Any delay or idle time in performance of Client’s responsibilities may result in additional charges and/or delay of the completion of the Services and will be handled in accordance with the Project Change Control Procedure.

6.1         RACI Matrix

R (Responsible): The team responsible for completing the task.

A (Accountable): The accountable for the task, who ensures that it is completed successfully and gives the final approval.

C (Consulted): The team who should be consulted during the task, who can provide input and expertise.

I (Informed): The team who should be informed of the task's progress, who may not be directly involved but need to be kept up to date.

7.           Assumptions 

Below are the key assumptions listed:

8.            Acceptance Criteria 

IBM will have fulfilled its obligations under this SOW when any one of the following first occurs:

a.        the End Date specified in this SOW or as may be amended by PCR is reached;

b.       IBM provides the capacity of Services specified in the Charges section or in any approved Project Change Request or change authorization; or

c.        the Services are terminated in accordance with the provisions of this SOW and the Agreement.

This engagement operates under a capacity-based delivery model where IBM provides dedicated development resources across the three project tracks, with the Client retaining full responsibility for backlog management, feature prioritization, and scope decisions. The following acceptance criteria govern the delivery and approval process:

Iteration-Based Delivery Model 

Deliverables will be completed and presented at the conclusion of each iteration cycle (2-week intervals). Client acceptance is required for each sprint output. Sprint output may include, but are not limited to: wireframes, prototypes, code modules, documentation, test results, and deployment packages.

Client Responsibilities for Acceptance

Capacity Commitment

9.           Team Configuration 

This table represents the initial team configuration that will be used. The following roles may change during the course of the engagement to support the needs of each use case and as the Garage evolves. 

9.1         Resource Capacity Plan 

The Services will be conducted on a Fixed Capacity basis as described in the Resource Capacity Plan below: 

The charges for this project are based on a contiguous work schedule for the IBM Resources. 

It does not account for schedule delays during performance of the Services. Any Client caused or required delay in the project schedule and/or work hours will be handled by the Project Change Control procedure and may result in an increase in charges and capacity and/or schedule. In such event, IBM, at its option, may change the resources/skills assigned to the project. 

IBM and ASE shall work in good faith with the objective to make sure there is no underutilization of resources from the IBM team. IBM will inform ASE in a timely manner under the RACI matrix (ref. paragraph 6.1) to avoid any instances of underutilization of IBM capacity. Notwithstanding that, capacity that is not utilized in the duration of the SOW will not be made available for future projects and will not extend the timeline. 

Incomplete activities or activities that do not start during the project timeline will not extend the timeline. IBM will not provide a discount to the total price of this SOW for these activities.

10.         Payment terms 

The payment terms for this project are as follows:

a.       Total Contract Value (TCV): The total contract value for this project is 2.134.716 USD

b.       Monthly Payment Amount: The monthly payment amount will be calculated based on the total contract value and the estimated duration of the project. The monthly payment amounts are provided below.

c.       For clarification purposes: Payment Terms: Payments are due monthly in advance billing, payment term of 30 days, 10 days remedy period and then after 10 days a right for IBM to terminate this SOW for delinquent Account Receivable.

10.1       Payment Milestones 

The payment milestones are as follows: 

These charges are exclusive of any travel and living expenses, other reasonable expenses incurred in connection with the Services, and any applicable taxes. 

IBM will invoice ASE monthly for the Services performed on a milestone basis as set forth in the payment schedule in the above section on Payment Milestones, plus applicable taxes.  IBM will invoice travel and living expenses, and other reasonable expenses incurred in connection with the Services aligned to the Payment Milestones, expenses charged to ASE must be approved by ASE in advance.

10.2       FX and COLA Clause 

FX and COLA does not apply for this SOW.

11.         Termination for convenience 

ASE may terminate this SOW 1 (Agassi Digital transformation partner) for convenience, by 3 months prior written notice to IBM, provided however that such termination shall not be effective before the end of the first 6 months from signature date of this SOW 1.

Required Administrative Information 

Timely exchange of relevant information regarding invoicing and payment of charges shall be specified prior to invoicing. Client shall thereafter notify IBM of any changes.

Appendix A: Project Procedures

IBM and Agassi Sports Entertainment Announce AI-Powered Platform to Advance Global Racquet Sports

Partnering to deliver a digital platform with AI-powered video coaching, premium content, and commercial experiences for players and fans worldwide

LAS VEGAS, NEV. and ARMONK, N.Y., November 5, 2025 – Agassi Sports Entertainment (ASE) Corp. (OTC PINK: AASP) and IBM (NYSE: IBM) today announce a multi-year collaboration aimed to transform the global racquet sports landscape through next generation artificial intelligence and digital innovation. They have signed a partnership agreement to bring together IBM’s technology and expertise with ASE’s vision for an innovative digital community across racquet sports.

Empowering Everyday Racquet Sport Enthusiasts Through Technology

This initiative aims to deliver a comprehensive multi-faceted digital platform intended to redefine how players, fans, and brands engage with racquet sports. Andre Agassi will play an active role in shaping the platform, bringing authentic athletic insight and proven training methodologies to these efforts. The initial release of the platform app is expected in the first half of 2026.

Leveraging IBM’s watsonx.ai and computer vision technology, ASE and IBM will create tools that analyze athletic movement using everyday video footage. The platform will feature AI technology and advanced video analytics – referred to as “Agassi Intelligence” – to deliver professional-grade coaching directly to players’ mobile devices.

Beyond performance analytics, the platform will serve as a hub, offering integrated commercial features, premium content, entertainment, and community-based experiences for players and fans at all levels. Plans include, opportunities to connect with Andre Agassi and other athletes through new distinctive digital interactions.

A New Era for the Global Game

This multi-year joint effort is rooted in a shared commitment to equity in sport and expanding what is possible in racquet sports. By combining world-class technology with authentic athletic insights, the platform aims to reduce barriers to high-level training and community for players everywhere. Whether improving health, developing skills, or connecting across continents, the platform aims to grow the game and inspire the next generation of players and fans.

“IBM Consulting is investing in ASE’s vision that will help enable access to racquet sports for anyone, wherever they are,” said Mohamad Ali, Senior Vice President and Head of IBM Consulting. “These efforts combine the best of ASE’s inspiring vision with IBM’s AI technology and expertise to deliver data driven tools that can support racquet sport communities around the world.”      

“This initiative with IBM embodies everything we believe about sports as a force for positive change, we are developing new technology that makes racquet sports more inclusive, more dynamic, and more impactful than ever before," said Andre Agassi, co-founder of Agassi Sports Entertainment and 8-time Grand Slam winner. "This is about scale, growth, and health. Our goal is to deliver smarter tools, stronger communities, and global access to the sports we love."

“We’re building something truly unique,” said Ronald Boreta, Chief Executive Officer of Agassi Sports Entertainment. “This is not just an app or a website; it’s creating a digital experience that we believe is beyond anything in the market today. Working with IBM we are developing new technology that brings together everything in racquet sports – play, learning, commerce, and media – in one digital home within the iconic Agassi brand.”

The platform and solutions to be developed under this initiative are planned to be hosted on IBM Cloud, with IBM Consulting leading development, scalability, and continuous innovation to support evolving the platform as it adapts to the needs of the global racquet sports community. 

Statements regarding IBM's and ASE's future direction and intent are subject to change or withdrawal without notice, and represent goals and objectives only. 

About Agassi Sports Entertainment Corp. 

Agassi Sports Entertainment Corp. (OTC PINK:AASP) is a vibrant sports entertainment, content, media, and technology company focused on bringing together sports communities under one brand. We believe we are uniquely positioned to become a leader in the racquet sports space, including pickleball and padel. Our strategy centers on working to consolidate, promote, and grow the highly opportunistic industry through various organic and transactional efforts worldwide. 

About IBM 

IBM is a leading provider of global hybrid cloud and AI, and consulting expertise. We help clients in more than 175 countries capitalize on insights from their data, streamline business processes, reduce costs and gain the competitive edge in their industries. Thousands of governments and corporate entities in critical infrastructure areas such as financial services, telecommunications and healthcare rely on IBM's hybrid cloud platform and Red Hat OpenShift to affect their digital transformations quickly, efficiently and securely. IBM's breakthrough innovations in AI, quantum computing, industry-specific cloud solutions and consulting deliver open and flexible options to our clients. All of this is backed by IBM's long-standing commitment to trust, transparency, responsibility, inclusivity and service. For more information, see www.ibm.com. 

Forward-Looking Statements

This press release includes “forward-looking statements”, including information about ASE’s and IBM’s future expectations, plans and prospects. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking-statements and factors that may cause such differences include, without limitation, the expected timing of the implementation of the digital platform, the anticipated benefits and efficiencies expected from its adoption, and the specific components, features, or phases of the platform as planned, as well as ASE’s ability to pay amounts due to IBM under the partnership agreement and potential dilution associated therewith to the extent funds are raised through equity offerings. These risk factors and others are included from time to time in documents ASE and IBM file with the Securities and Exchange Commission, including, but not limited to, their Form 10-Ks, Form 10-Qs and Form 8-Ks. These reports and filings are available at www.sec.gov. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, including the forward-looking statements included in this press release, which are made only as of the date hereof. Neither ASE, nor IBM, undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as otherwise provided by law.