1800, AVENUE MCGILL COLLEGE, BUREAU 1800

MONTRÉAL (QUÉBEC) H3A 3J6

March 23, 2021

Marco Maigua
17-452 Coloniale Ave
Montréal, QC
H2T 1W2

Subject : Job Offer

Sir,

DTI Software, Inc., a subsidiary of Global Eagle Entertainment Inc. (the

“Company”), is pleased to present you with a job offer under the following conditions:

1. Post. Your initial title within the Company's M&C - Software Engineering
R&D Department will be Full Stack Developer (an initial "step" General 7 position). You will
initially report to the Manager, Software Development & QA of the Company. The company
reserves the discretionary right to make decisions regarding any change, including your
responsibilities, your duties or your position initially stipulated in this offer, at any time during the
period of employment, and without notice. The Company's decision can take effect immediately
once the employee is notified.

2. Date of entry into office. Your expected start date is April 6th, 2021.

3. Location. Initially, you will perform your duties at the Montréal offices of
the Company in, Québec.

4. Base Salary. Your initial base salary will be 75,000.00 $ CA per year
(« base salary »), payable in accordance with the Company’s normal pay schedule, when
applicable and according to withholding tax and contributions to contributions, applicable to social
programs.
5. Social Benefits. You will be eligible to participate in the usual employee
benefit plans and programs generally offered by the Company to its employees, if applicable. The
Company reserves the right to enhance, terminate and / or modify any plan, program, policy or
benefit agreement as necessary, without notice or consideration.

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 6. Vacation. You will be entitled to vacation in accordance with Company
policy, which may be changed from time to time, and applicable law. During your first year of
employment with the Company, you are entitled to 15 days of vacation prorated based on your
start date.

7. Reference Checks. You authorize the Company to perform a reference

check appropriate to your position, and if the Company decides to carry out the check, this check
(and its satisfactory results) will be a condition of your employment with the Company, to the
extent that of what is permitted by law. You hereby confirm that you agree to such a check of your
references being performed and that you waive any privacy breach claims you may have against
the Company, its employees, representatives and suppliers, or under any legal theory or law in this
case.
8. Employment Relationship. Regardless of any other provision of this offer,
your first three (3) months of employment will be a probationary period (the “Probationary
period”) during which the Company may, at its sole discretion and within the limits of what is
permitted by law, terminate your employment, for any reason, without being required to give you
notice of termination or to pay you compensation, except as provided for under applicable
employment and labor standards legislation. Your probationary period will end on July 8, 2021.
The Company may terminate your employment at any time, for cause, without giving you notice
of termination or paying you compensation, or at any time after the probationary period. Without
valid reason, by giving you reasonable notice in accordance with the Quebec Act respecting labor
standards. If you decide to resign, you must give us reasonable notice, and we will consider your
resignation notice to be effective only when it has been given in writing to your manager or human
resources representative.

9. Agreement with Restrictive Clauses. As a condition of employment with

the Company, you are required to sign the Employee Declaration and Covenants Regarding
Confidentiality, Proprietary Information, Assignment of Invention, Non-Competition and non-
solicitation (the “Restrictive Covenants Agreement”) attached at Annex A.

10. Declarations, Guarantees and Commitments of the Employee;

Company Policies. You represent and warrant that you have no contractual commitments or other
legal obligations or restrictions (including towards a current or former employer) which would
prevent you from performing your duties or which would interfere with your ability to perform
your duties for the Society. You agree not to breach any obligation of confidentiality, restrictive
covenant (e.g. a non-solicitation or non-compete obligation) or other obligation entered into with
any other person (including with a current employee or earlier) during your employment with the
Company. You agree to abide by the Company's general employment policies and practices,
including those set forth in its employee handbook, conflict of interest policy, code of ethics, policy
and procedures. Whistleblower Policy, and its Global Business Conduct and Compliance Policy
Manual (each with their modifications successive), as well as any other policy or procedure that
the Company may adopt from time to time.

11. Language. The parties have expressly agreed that this job offer and any
related offers, agreements, documents or notices be drawn up in French only.

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 12. Validity of the Offer. The offer of employment will become irrevocable
only if it is signed and returned to the Company within five (5) working days from the
aforementioned date.

***

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 If you accept this job offer, please sign below and sign the attached Restrictive
Covenants Agreement.

Please accept, Madam OR Sir, the expression of

my best feelings.

DTI Software, Inc., a subsidiary of Global

Eagle Entertainment Inc.

By :

Last Name :

Title :

I hereby accept this job offer.

Marco Maigua

Date :

Annex
Annex A : Employee declaration and commitments regarding confidentiality, proprietary
information, assignment of invention, non-competition and non-solicitation.

Job posting signature page

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 Annex A

DTI SOFTWARE, INC., A SUBSIDIARY OF GLOBAL EAGLE ENTERTAINMENT INC.

EMPLOYEE DECLARATION AND COMMITMENTS IN MATTER

OF CONFIDENTIALITY, INFORMATION OF AN EXCLUSIVE NATURE, ASSIGNMENT
OF INVENTION, NON-COMPETITION AND NON-SOLICITATION

In consideration of my employment, and as a condition of my employment with DTI Software, Inc., a

subsidiary of Global Eagle Entertainment Inc. (“Global Eagle”), and the salary and other allowances paid
to me by Global Eagle, I , the undersigned employee, hereby accepts the following provisions (this
“Restrictive Covenants Agreement”) :

1. INFORMATION OF AN EXCLUSIVE NATURE, COPYRIGHT, TOPOGRAPHIES OF

INTEGRATED CIRCUITS AND INVENTIONS
The success of Global Eagle and its subsidiaries, affiliates, successors and assigns (the “group of
companies”) depends, among other things, on its ability to keep strictly confidential and secret all
information concerning its trade secrets, technology, accounting, costs, research and development activities,
sales, manufacturing operations, methods, production, testing, implementation operations, marketing
activities, financial information and results, products, its customers, suppliers, staffing levels, employees,
shareholders, representatives, and other information typically related to the know-how and business of
Global Eagle, and which employees may see or have access to in as part of their employment within the
group of companies. All of this information is hereinafter collectively referred to as “proprietary
information”. Proprietary information should be defined broadly. They include information, data, trade
secrets and know-how that have or may have commercial or other utility to the business of Global Eagle or
that the group of companies intends to use. Proprietary information also includes any information the
unauthorized disclosure of which is or could be harmful to the interests of the group of companies, whether
or not such information is defined by the group of companies as confidential or proprietary in nature.

Regardless of the foregoing, proprietary information does not include information, data, trade secrets or
know-how (i) that I can prove I was aware of prior to my employment with the group of companies or ( ii)
which are public or are brought to the knowledge of the public by another source having no obligation of
confidentiality towards the group of companies, and without fault on my part. I am not aware of any data,
information, trade secrets or know-how that would not be considered proprietary information by virtue of
this provision.

The success of the group of companies also depends on the timely communication of inventions developed
by its employees in the course of their employment and, under appropriate circumstances, on the full
cooperation of employee-inventors in maintaining and respect for the intellectual property rights that cover
these inventions.

In consideration of the foregoing and my employment by Global Eagle and as a further condition in this
regard, I agree to the following:

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 A. PREVIOUS JOBS
I acknowledge that it is Global Eagle's policy to require its employees to strictly adhere to
any obligations regarding proprietary information from former employers. I recognize and
agree that I have an ongoing obligation to protect the proprietary information of my former
employers, where applicable. I will not use confidential or proprietary information of my
former employers in connection with my employment with Global Eagle.

B. INFORMATION OF AN EXCLUSIVE NATURE

I will use the utmost diligence to protect the proprietary information of the group of
companies. Neither during my employment with Global Eagle nor thereafter, will I use,
directly or indirectly, for myself or for any other person, or will not communicate to another
person the information of a proprietary nature (whether been acquired, learned, obtained
or developed by me alone or in conjunction with others) of the group of companies, unless
such use or disclosure (i) is required in connection with my employment with Global Eagle,
(ii) is authorized in writing by Global Eagle or (iii) must be disclosed by subpoena or court
order. In the latter case, I will not be able to release the information until I have informed
Global Eagle of such a legal obligation and assisted the company in taking reasonable steps
to obtain a protection order or other appropriate action. Except in the course of the exercise
of the functions and responsibilities provided for in the job offer to which this Restrictive
Agreement is attached, I agree not to delete any document relating to the work carried out
within the group of companies, without the prior written permission of the Chief Executive
Officer (or his deputy) of Global Eagle. At any time, at Global Eagle's request, including
in the event of my termination, I will promptly provide Global Eagle, without retaining
copies, notes or extracts, memos, journals, notebooks , diaries, notes, files, plates, sketches,
plans, specifications or other documents (including electronic documents and invention
files, if applicable) directly or indirectly related to any information of a proprietary nature
that I will have prepared or compiled, which will have been supplied to me or which will
have been made available to me, or which I will have otherwise obtained. Each of the
foregoing obligations will apply to information of a proprietary nature of clients,
contractors and other persons with whom any member of the group of companies has a
business relationship, which I have learned or acquired in the course of my employment
within the group of companies. The provisions of this section will remain in effect after my
termination, regardless of the reason. Notwithstanding anything to the contrary herein,
nothing in this Restrictive Agreement (i) shall prevent me from making representations or
participating in an investigation of possible violations of the laws or regulations of any
government agency or entity, or any other provision of any local, provincial, federal or
state whistleblower protection laws or regulations, or (ii) will require that I notify the group
of companies or obtain their prior authorization to make such statements.

C. COPYRIGHT AND TOPOGRAPHIES OF INTEGRATED CIRCUITS

Any copyrightable material (including computer programs) or any material protectable as
an integrated circuit topography under the Semiconductor Chip Protection Act of 1984,
which I may be responsible for under commercial activities of the Company, and the rights
of which may not have been expressly published in writing by Global Eagle, will be
deemed to be a work for hire and the exclusive property of the group of companies.

D. INVENTIONS
With the exception of "EXCLUDED" inventions, as defined herein, all inventions,
including original intellectual works, concepts, trade secrets, improvements, developments
and discoveries, whether or not patentable or registrable. under copyright or similar laws,
which I will design or implement for the first time (or have designed or implemented for
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 the first time), alone or with others during my period of employment within the group of
companies (hereinafter the "inventions"), will be the exclusive property of the group of
companies, its successors, assigns, delegates or other legal representatives (the
“Representatives of the group of companies”) and must be promptly disclosed in writing
to Global Eagle. I hereby assign to the group of companies all of my rights to such
inventions and all of my title and interest therein.

I agree to keep adequate and current written records of all inventions that I develop (alone
or in conjunction with others) and their completion during my period of employment.
These files may take the form of notes, sketches or drawings and any other form that the
group of companies may specify. The files will be made available to the group of
companies at all times and will remain its exclusive property.

I will owe, without further compensation or remuneration, but at no cost to me :

(a) communicate to Global Eagle all facts of which I am aware relating to the
inventions;

(b) take all lawful steps, including signing and delivering all papers and oaths in
accordance with the form provided, and giving evidence as deemed necessary or
desirable by Global Eagle or the group of companies, with respect to such
inventions to protect, obtain, warrant , maintain and enforce all rights copyright,
patents, integrated circuit topography rights and other intellectual property rights
in the United States and throughout the world of such inventions, and to improve,
assert, register and maintain within the group of companies and with
representatives of the group of companies exclusive rights to inventions and the
title and interest in such inventions, as well as copyrights, patents, topography
rights to integrated circuits or other intellectual property rights relating thereto;

(c) as a general rule, collaborate to the greatest extent possible in matters

relating to such inventions, original intellectual works, concepts, trade
secrets, improvements, developments and discoveries, and all applications,
specifications, assignments, all oaths and any other instrument that Global
Eagle deems necessary to claim and obtain such rights, and to assign and
transfer to Global Eagle, its successors, assigns and representatives the
unique and exclusive rights to such inventions, and the titles and interests
in these inventions, as well as the copyrights, patents, topography rights of
integrated circuits or other intellectual property rights relating thereto.

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 An "EXCLUDED" invention means an invention:

(a) que which I developed entirely in my spare time without using the group of
companies' equipment, supplies, facilities or trade secrets;

(b) which, at the time of its conception or implementation, was not connected with
the business of the Company or its actual or clearly planned research and
development activities;

(c) which is not the result of any work I may have done for the group of companies.

Inventions which I consider "EXCLUDED", but which I have made alone or jointly with
others during the period of my employment must be disclosed in confidence to Global
Eagle so that any problem that may arise can be detected.

I understand that my obligations with respect to the foregoing will continue to apply after
my employment with Global Eagle terminates. If, due to mental or physical incapacity or
for any other reason, I am not able to sign on my own an application for registration of
copyright or US or foreign patent covering the inventions or works of original spirit ceded
to the above group of companies, I irrevocably designate and appoint Global Eagle and its
officers, mandataries and duly authorized agents as my agents, mandataries and legal
representatives who will act in my name and in my stead to sign and file said request and
take any other action authorized by law necessary to advance the judicialization and
delivery of letters, patents or registrations of rights with the same legal force and scope as
if the request had been signed by me.

All inventions that I made on my own (designed and implemented) prior to being hired by
Global Eagle and which I consider to be my property and excluded from this Restrictive
Covenants Agreement are listed by descriptive title. on the attached sheet for identification
purposes only. If such a list is not attached or if it is not countersigned by the Company,
then I acknowledge that such inventions do not exist.

2. NON-COMPETITION AND NON-SOLLICITATION

I recognize that Global Eagle invests significant time, money, effort, goodwill and other resources in the
business of the group of companies, and in maintaining my employment with Global Eagle. I understand
that Global Eagle and the group of companies have the right to protect their legitimate business interests
and investments, and to prevent me from using what I know of their trade secrets and proprietary
information to the detriment of the group of companies. I also recognize that the nature of the business of
the group of companies is such that the ongoing relationship between members of the group of companies
and their respective employees and customers is important and has a significant impact on the ability of the
group of companies to develop its customer base. In considering the foregoing and my employment by
Global Eagle and as a further condition in this regard, I agree to the following :

A. NON-SOLICITATION OF EMPLOYEES
During the restriction period, I will not persuade, knowingly request or encourage, without
the prior written consent of Global Eagle, directly or indirectly, on my behalf or on behalf
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 of any other person or organization, any employee of one of the companies in the group of
companies or any other person who was employed by any of the companies in the group
of companies during the six months prior to the end of my employment to leave his
employment.

B. NON-SOLICITATION OF CUSTOMERS
During the restriction period, I will not solicit, persuade or attempt to persuade, on my
behalf or on behalf of any other person or organization, the clients of the group of
companies that I have solicited, with whom I dealt with or with whom I became acquainted
while employed with Global Eagle for the purpose of either (i) persuading said clients to
terminate their relationship with the group of companies, or to diminish or significantly
alter that relationship, in a manner detrimental to the group of companies, or (ii) to offer
such customers services related to the business activities of the group of companies. If I
am residing in California at the time of my employment terminates and have performed a
significant number of my duties in the State of California, then this Section C may not
apply as required by law.

I acknowledge that the limits set forth herein are reasonable and necessary to adequately protect the
legitimate business interests of the group of companies and to avoid unfair competition. Furthermore, if in
the context of a dispute, a court or an arbitrator refuses to enforce this Convention with restrictive clauses,
either because the time limit has expired, or because the restrictions are stricter (geographically, scope of
business or otherwise) than is necessary to protect the business of Global Eagle, it is expressly understood
and agreed between the parties hereto that this Restrictive Covenants Agreement is deemed to be amended
to the extent necessary to be able to be applied in the context of such a dispute. I further agree that in the
event of non-compliance or threat of non-compliance with the provisions of this section 2, the group of
companies will have the right to obtain an injunction against me to prevent such non-compliance or threat
of non-compliance and to take any other remedial action authorized under applicable law or under the terms
of my job offer. Global Eagle will not be required to post any bond or give any other security to obtain or
as a condition to obtain such remedial action from a court of competent jurisdiction. Nothing herein shall
be construed as preventing Global Eagle from obtaining any other remedy, in law or in equity, in the event
of non-compliance or threat of non-compliance with these provisions.

3. GENERAL PROVISIONS

A. This Agreement with restrictive clauses will be governed by the laws of the Province of
Quebec.

B. Nothing contained herein may be interpreted as requiring the commission of any act
contrary to the law. In the event of any contradiction between the provisions hereof and the
statutes, laws, ordinances, regulations or other pronouncements having the force of law in
force or in the future, the latter will apply, but the provisions of the Convention with
restrictive covenants so affected will be restricted and limited only to the extent necessary
to bring them into conformity with the law, while the other provisions of the Convention
will remain in force. I may not assign this Restrictive Agreement without the prior written
consent of Global Eagle. Subject to the foregoing sentence, this Restrictive Covenants
Agreement will be binding on my heirs, executors, administrators and other legal
representatives. It will be for the benefit of Global Eagle, its successors and assigns and
may be assigned by Global Eagle, and will be binding and will apply for the benefit of
Global Eagle, its successors and assigns.

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 C. The provisions of this Convention with restrictive covenants are severable, and if it is
determined that one or more provisions are illegal or otherwise unenforceable, in whole or
in part, the other provisions or parts thereof will be when even binding and applicable. In
the event that any provision of this Restrictive Covenants Agreement should prove
unenforceable, Global Eagle and I agree that a court or arbitrator selected hereunder may
modify such provision to make it applicable, to the extent permitted by the law. Global
Eagle and I agree that we wish the tribunal or an arbitrator to modify this provision and,
therefore, we agree that the tribunal or an arbitrator has the jurisdiction to do so and agree
to abide by what shall have been determined by the tribunal or the court. 'arbitrator.

D. I have had the opportunity to review this Convention with restrictive clauses and to ask
questions regarding the nature of my employment at Global Eagle. I have also been
informed that I could avail myself of the services of an advisor to review this Convention
with Restrictive Covenants before sign it. I declare that the execution of the terms of this
Agreement will not will not constitute a breach of any confidentiality agreement with
respect to information of a proprietary nature that I may have obtained in complete
confidentiality or confidence prior to my employment with Global Eagle. I did not sign and
I agree not to sign any oral or written agreements contradicting this.

E. The parties have expressly agreed that this Agreement and any related agreements,
documents or notices be drawn up in French only.

***

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I have read all of the foregoing terms, understand them and agree to abide by them without reservation.

Marco Maigua

Signature : Date :

DTI Software, Inc., a subsidiary of Global Eagle Entertainment Inc.

By :

Last Name :

Title :

Signature page of the Convention with restrictive clauses

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 Montreal, March 4, 2021

Subject: Employment verification letter for Marco Antonio Maigua

To whom it may concern,

This letter is to confirm that Marco Antonio Maigua was employed as a

Software Developer at District M Inc. from August 24, 2020 to March 1, 2021.
During this period, Mr. Maigua occupied a permanent full-time position with
District M Inc. He performed his duties at the company's head office, whose
address is 5455 de Gaspé Avenue, #730, Montréal (Québec) H2T 3B3. Mr.
Maigua's annual salary was $70,000 and the normal workweek was 40 hours.

His main roles and responsibilities were the following:

• Work with the development team to design new application

architectures.
• Develop data integration modules to interface with external systems
through APIs.
• Integrate functionalities in existing applications.

If you have any questions or need any additional information, please feel free
to contact me.

Yours sincerely,

Natacha Brind’Amour
VP, People & Culture
514-777-3292

5455 Gaspe Ave #730 +1 888-881-6930

Montreal, QC hr@districtm.net
H2T 3B3 districtm.net
 MONDAY, AUGUST 3, 2020

EMPLOYMENT AGREEMENT

BETWEEN: DISTRICT M INC., a duly incorporated company having its head office at 5455, avenue
de Gaspé, suite 730, Montréal (Québec) H2T 3B3, represented herein by Natacha Brind'Amour,
Director of People, duly authorised as she so declares;

(hereinafter the “Company”)

AND: Marco Maigua, marco.maigua1346@gmail.com;

(hereinafter the “Employee”)

(The Company and the Employee are hereinafter collectively referred to as the “Parties”)

WHEREAS the Company is in the field of AdTech/Digital Advertising Solutions;

WHEREAS the Company wishes to hire the Employee as Full Stack Developer and the Employee
wishes to act in such capacity;

WHEREAS the Parties wish to set forth the terms and conditions governing their relationship pursuant
to this Employment Agreement.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 - PREAMBLE

1.1 The preamble hereto shall form an integral part hereof.

ARTICLE 2 - GENERAL

2.1 The Company hires the Employee as Full Stack Developer and the Employee will report directly
to Ken Poon, VP Technology. The Employee undertakes to provide services in such capacity, subject to
the terms and conditions set forth below.
ARTICLE 3 - EMPLOYEE DUTIES AND RESPONSIBILITIES

3.1 The Employee’s duties and responsibilities shall include those listed in Appendix “A” of this
Employment Agreement, which shall form an integral part of this Employment Agreement, as well as all
tasks, duties and responsibilities required by the Company or inherent to and related to his position.

3.2 For the proper function of the business, the Company can modify, at its sole discretion, the
Employee’s duties and responsibilities. The Company agrees to inform the Employee of such
modifications.

3.3 The Employee agrees to devote his energy and to use his best efforts to achieve all the goals set by
the Company and to adequately perform all of his duties and responsibilities diligently and with care.

3.4 The Employee agrees to comply with all orders, directives, policies and regulations established
orally or in writing by the Company, present or future. The Employee acknowledges having received,
read and understood all the policies in force within the Company at the time of execution of this
Employment Agreement.

ARTICLE 4 - EMPLOYEE'S REPRESENTATIONS

4.1 DISCLOSURE

The Employee has provided all information needed to assess his application for the position of Full
Stack Developer and has not omitted any information that would have caused the Company to lose
interest in his application.

4.2 NO RESTRICTIONS

The Employee acknowledges that he is not bound by any restrictive clauses which prohibits him from
respecting the terms and conditions set forth in this Employment Agreement, such as non-competition,
non-solicitation, confidentiality or assignment of intellectual property clauses.

4.3 QUALIFICATIONS

The Employee represents that he possesses the requisite experience and qualities needed to carry out the
duties and assume the responsibilities required by the Company.

4.4 STATE OF HEALTH

The Employee represents that he has not omitted any information regarding his state of health that
would have allowed the Company to conclude that the Employee is unable to fulfill his duties.

4.5 ELIGIBLE TO WORK

The Employee declares that he is legally eligible to work in Canada and undertakes to maintain this
status throughout the term of his employment.

4.6 NO CRIMINAL RECORD

The Employee declares that he has no criminal record related, directly or indirectly, to the duties,
functions and responsibilities entrusted to him under this Employment Agreement. The Company will
perform a background check conditional to the beginning of employment.

ARTICLE 5 - COMPENSATION AND BENEFITS

5.1 ANNUAL SALARY

In consideration for the performance of the Employee’s duties, the Company undertakes to pay him an
annual salary of $70,000, payment of which shall be made in twenty-six (26) payments, every two (2)
weeks, from which the usual and normal payroll deductions shall be taken.

The annual base salary may be reviewed annually by the Company, at its sole discretion.

The Employee agrees that the Company may, from time to time, set off against his salary or any amount
that is payable to the Employee in cases where money has been paid in excess or in error or where the
Employee owes the Company any amount of money, for any reason whatsoever.

5.2 STOCK OPTION PLAN

After one (1) year of service, the Employee will become eligible to participate in the Company's Stock
Option Plan up to the amount of 5000 options on the standard terms and conditions set out in the
Company's Plan effective August 9, 2016.

5.3 NO OVERTIME

The Employee acknowledges that he is hired and paid on an annual basis and not on the basis of an
hourly wage. Accordingly, the Employee undertakes to devote all the time and the energy needed to
carry out his functions and recognizes that no overtime will be paid.

5.4 ANNUAL LEAVE

The Employee shall be entitled to three (3) weeks of paid vacation per year. In order not to affect the
operations of the Company, the vacation dates will be subject to prior approval of the Company.

Vacations shall not be convertible into cash and cannot be carried forward to a subsequent year. The
Employee may take his annual vacation in advance, starting the first year. If this Employment
Agreement is terminated for any reason, the Employee will reimburse to the Company all vacations
taken by anticipation, should it be the case, and the provisions provided for in paragraph of this
Agreement will then be applicable.

For the purposes of annual leave, the reference year is from January 1st of a given year to January 1st
of the following year.

5.5 DISCRETIONARY HOLIDAYS

In addition to the annual vacation provided for in paragraph 5.4 of this Employment Agreement, the
Company may, at its sole discretion, grant additional vacation days to the Employee during the period
between Christmas and New Year’s Day, according, among other things, to the Company’s business
needs.

The Employee acknowledges that the Company cannot guarantee, in whole or in part, such additional
vacations. Therefore, he undertakes to work during this period when the Company considers that the
Employee's services are required. The Employee further acknowledges that if the Company decides not
to grant him, in whole or in part, such additional vacation, they will not be converted into cash nor
carried forward to a subsequent year, as such additional vacations are purely discretionary.

5.6 EXPENSES

The Company shall reimburse the Employee, upon production of supporting documents, any amount of
expenses reasonably incurred by the Employee in the performance of its duties for the benefit of the
Company, in accordance with the terms and conditions applicable within the Company.

5.7 GROUP INSURANCE

From his first day of employment, the Employee will participate in the Company’s group insurance plan,
in accordance with the applicable terms and conditions. The Company reserves the right to amend or
revoke, at any time and at its sole discretion, the group insurance plan.

ARTICLE 6 - LOYALTY AND EXCLUSIVE SERVICE

6.1 The Employee has a duty to act in good faith, with respect and loyalty to the Company, its
employees, customers, suppliers and business partners.

6.2 The Employee agrees to loyally promote the interests of the Company, to behave at all times in the
best interests of the Company and to ensure that his personal conduct in no way tarnishes the Company’s
reputation with any of its partners, suppliers and the general public.

6.3 During the term of this Employment Agreement, the Employee shall devote his skills, knowledge,
talents, energy and work time exclusively to the Company. Without limiting the generality of the
foregoing, the Employee agrees, during the term of this Employment Agreement, not to become
interested in or provide professional service, directly or indirectly, with or without compensation, in any
business other than that of the Company, without the prior written consent of the Company, which
consent, where applicable, may be revoked at any time.

6.4 The Employee acknowledges that as part of his duties, he shall not offer, solicit, encourage, accept
or receive, in any way, a bribe or any form of payment, reward, discount, contribution, gift or other
advantage (hereinafter collectively referred to as "Bribe"), whether that bribe is or not offered, solicited,
encouraged, accepted or received to influence or attempt to influence a business decision by the
Employee or any other person, or to obtain any commercial advantage.

The Employee agrees, during the term of this Employment Agreement, to report immediately to the
Company, in writing, any form of Bribe that is offered, solicited, encouraged, accepted or received by
any person as part of the work, whether in the workplace or not.

ARTICLE 7 - TERM AND TERMINATION

7.1 TERM

This Employment Agreement shall begin on August 24, 2020, notwithstanding the date of signature of
this Employment Agreement, and continue for an indeterminate period until terminated in accordance
with the provisions set forth herein.

7.2 RESIGNATION BY THE EMPLOYEE

The Employee may terminate this Employment Agreement by giving the Company written notice at
least two (2) weeks before the date of such termination. The Employee may not, however, take vacation
leave during this notice period without the Company’s written consent. The Company reserves the right
to waive this notice, either in whole or in part.

7.3 PROBATIONARY PERIOD

The Employee is subject to a six (6) months of effective work probationary period, during which the
Company may terminate this Employment Agreement at its sole discretion, without any notice or
indemnity in lieu of notice.

7.4 TERMINATION WITHOUT NOTICE OR COMPENSATION

The Company may, at any time, without notice or compensation, resiliate this Employment Agreement
and terminate the Employee’s employment, for any of the following reasons:

a) The Employee commits an act of dishonesty such as theft, receiving stolen goods, fraud,
embezzlement, misappropriation, threats or assault against the Company, its administrators,
shareholders, clients, suppliers, contractors, consultants or employees, or attempts to commit such an act
of dishonesty;

b) The Employee places himself in conflict of interest, behaves in such a way as to infringe on the
Company’s legitimate interests or reputation or is guilty of misconduct which, in the opinion of the
Company, is inconsistent with his functions;

c) The Employee is incapable of meeting the Company’s legitimate requirements and expectations,
due either to insufficient performance or incompetence, be it voluntary or involuntary;

d) The Employee breaches an essential condition of this Employment Agreement, including, but not
limited to, the loyalty, exclusivity, confidentiality, non-solicitation or non-competition undertakings;

e) Any other serious reason.

7.5 TERMINATION WITH NOTICE OR INDEMNITY

The Company may also terminate unilaterally and at its sole discretion this Employment Agreement, for
reasons other than those specified in paragraph above, by giving the Employee who has completed his
probationary period a written notice of one (1) week per years of uninterrupted service with the
Company. Notwithstanding the foregoing, the Parties acknowledge that this notice shall not be less than
one (1) weeks and shall not exceed three (3) weeks.

The Company may, at its sole discretion, replace this written notice, in whole or in part, by paying the
Employee an indemnity equal to the unworked portion of the written notice period. In this case, the
indemnity shall be calculated using the basic annual salary of the Employee at the date of termination of
the Employment Agreement, to the exclusion of any other benefit.

The Employee shall have the obligation to mitigate his damages during this period.

7.6 ACCEPTANCE

The notice or compensation provided for in paragraph 7.5 above, or the combination of both if
applicable, serve in lieu of any amount, compensation or damages to which the Employee may be
entitled in consideration for the termination of his employment and the Employee declares that he is
satisfied therewith. Consequently, the Employee waives any and all claims against the Company and
declares that this notice is a reasonable notice of termination.

7.7 RELEASE AND DISCHARGE

The Employee agrees that paragraphs 7.4 and 7.5 are intended to prevent any future litigation that may
result from the termination of his employment, to the extent that the Company meets the obligations
provided for in those paragraphs, in which case the Employee gives the company, its employees, officers
and directors, a complete and final release in respect of all claims and issues arising from the termination
of his employment, whether as notice of termination, severance pay, damages or otherwise, including the
notice provided for in the Act Respecting Labour Standards. The Employee agrees to sign, prior to the
payment of the indemnity provided for in paragraph 7.5 above, where applicable, a full and final release
in favor of the Company confirming that no money is owed to him following the termination of his
employment.

ARTICLE 8 - INTELLECTUAL PROPERTY

8.1 DEFINITIONS

“Intellectual Property Right”: means any right acknowledged or granted, now or in the future, including
any extension of such a right, in accordance with any law of any country concerning copyrights, patents,
trade-marks, trade secrets, secret processes, industrial designs, or any other provision of law or principle
of civil or common law relating to intellectual property whether registered or unregistered; “Intellectual
Property Right” includes any right pertaining to any registration application or the securing of any one
of the above-mentioned rights.

“Intellectual Property”: means all that is or can be protected under any Intellectual Property Right.

8.2 INTELLECTUAL PROPERTY RIGHTS

The Employee acknowledges and agrees that the Company is the owner of any and all Intellectual
Property Rights to any Intellectual Property that are, in whole or in part, discovered, invented, created,
expressed in any material form (tangible or intangible), produced or implemented by the Employee,
whether acting alone, jointly or in collaboration with any third party, in the execution of this
agreement, relating to the technology, activities or affairs of the Company, its clients or suppliers,
and/or using the Company’s equipment or facilities.

Notwithstanding the paragraph above, should the Employee hold any Intellectual Property Rights to
Intellectual Property contemplated in the above paragraph, whether by virtue of a country’s law or
otherwise, the Employee hereby irrevocably assigns such Intellectual Property Rights to the Company,
and this assignment shall take effect as of the date on which those Intellectual Property Rights come into
existence, and shall be effective throughout the world for the entire period that those Intellectual
Property Rights are protected (including any extension of this term as may occur from time to time in
any country) and shall not be subject to any restriction whatsoever, including any related to format,
market sectors or any other restrictions affecting the scope of this assignment.

8.3 MORAL RIGHT

The Employee irrevocably waives any moral right that he may claim with regards to Intellectual
Property contemplated in the preceding paragraphs, to the fullest extent permitted by law in any country.

8.4 RECORDS

The Employee agrees to create and keep, at the Company’s premises, records or other documentation in
conformity with industry practice related to any Intellectual Property that he discovers, invents, creates,
produces, implements or expresses in any material form (whether tangible or intangible). These records
and/or documentation shall include all source files or codes necessary to exploit such Intellectual
Property.

8.5 RESTRICTIONS
The Employee agrees to refrain from incorporating his own Intellectual Property or that belonging to a
third party into the systems, products or services of the Company without first obtaining the written
consent of the Company and without disclosing to the Company the conditions under which this
Intellectual Property can be used. Should the Employee incorporate his own Intellectual Property into
the systems, products or services of the Company without respecting the provisions of this paragraph,
the Employee shall irrevocably assign such Intellectual Property Rights to the Company, and this
assignment shall take effect as of the date on which the incorporation took place and be effective
throughout the world for the entire period that those Intellectual Property Rights are protected (this term
may be extended from time to time in any country), and shall not be subject to any restriction
whatsoever, including those relating to format, market sectors or any other restriction affecting the scope
of this assignment.

8.6 DISCLOSURE

The Employee undertakes, for the term of this Employment Agreement and at all times thereafter, to
fully and promptly disclose to the Company any Intellectual Property contemplated in the preceding
paragraphs and to fill out and sign, at the Company’s request, such documents as may be necessary or
useful to reflect or give effect to the provisions in Article 8 of this Employment Agreement, including
any required in order to ensure that the Company may obtain, protect or exercise these Intellectual
Property Rights in any country.

8.7 NO RIGHTS OF LICENCE

Nothing in this Employment Agreement shall have the effect or be interpreted in such a way as to grant
to the Employee any right or license in respect of any Intellectual Property belonging to the Company or
of which the latter is a licensed user or otherwise authorized.

ARTICLE 9 - CONFIDENTIALITY

9.1 DEFINITION

The Employee acknowledges that during the term of this Employment Agreement, he shall receive, as a
result of or in connection with his employment, confidential information relating to past, present and
future business and operations of the Company (and of any subsidiaries or related companies),
including, but not limited to, information relating to finance, administration, other employees, contracts,
production methods, processes, product composition, working methods, operational techniques,
technologies, software, computer programs, source codes, secrets, inventions, licenses, manufacturing
processes, expertise and know-how, supply sources, conditions of sales of suppliers, marketing
strategies, sales techniques and policies, price lists, client lists, discount policies, customer needs and, in
general, any information possessed or used by the Company in the operation of its business (hereinafter
"Confidential Information").

9.2 CONFIDENTIALITY UNDERTAKINGS

Except to the extent necessary for the performance of its duties and responsibilities for the benefit of the
Company or if compelled by a court or by law, the Employee undertakes, throughout the term of this
Employment Agreement and at any time following the termination thereof, for any reason, not to
disclose, communicate, publish, divert, reveal, use or make available, in any manner whatsoever,
directly or indirectly, to any person, any Confidential Information, written or oral, which is disclosed or
revealed to him by the Company or has knowledge out of or in connection with his work.

9.3 DISCLOSURE

Should the Employee be required under any law, regulation or court order to disclose any Confidential
Information, the Employee must first, subject to any applicable legislation, judgment or order, provide
written notice to the Company, leaving the latter sufficient time to obtain an order to protect the
Confidential Information.

9.4 OWNERSHIP AND RETURN OF DOCUMENTS

The Employee acknowledges that all documents, hardware, equipment, software, records, contracts,
correspondence and, generally, all Confidential Information obtained or used by the Employee out of or
in connection with his work, regardless of the nature and format thereof (hereinafter "Documents"), are
and remain the exclusive property of the Company. Accordingly, the Employee undertakes, upon
termination of this Employment Agreement or at any time during the term of this Employment
Agreement, at the Company’s request, to return promptly, without withholding or making any copy,
summary or extract thereof, all originals and copies of any such documents.

ARTICLE 10 - NON-COMPETITION AND NON-SOLICITATION

10.1 The Employee acknowledges that the business of the Company is carried in a particular area
requiring specialized expertise and professional resources and that the Company’s customers are likely
to be solicited by competitors of the Company. The Employee further understands and agrees that the
Company’s research and development activities and business activities may extend over a number of
years and that the Company, like its competitors, is engaged in international activities. Accordingly, the
Employee undertakes not to compete with the Company and not to solicit its clients and employees in
accordance with the terms and conditions set forth below.
10.2 In consideration of his employment and the financial benefits granted by the Company, the
Employee undertakes, throughout his employment with the Company and for a period of twelve (12)
months immediately following the date upon which he ceases to be employed by the Company for any
reason whatsoever, to refrain from directly or indirectly performing duties, carrying out activities or
entering into business in the Company’s industry sector, i.e. Advertising Technologies, Media Buying
for advertisers or agencies, in any capacity whatsoever, including, without limitation, as a shareholder,
partner, volunteer, advisor, consultant, employer, employee, investor, director or officer, throughout the
territory of the provinces of Ontario and Quebec, considering namely that the Company’s operations are
carried out on this territory and considering the functions, duties and responsibilities of the Employee.

10.3 In consideration of his employment and the financial benefits granted by the Company, the
Employee undertakes, throughout his employment with the Company and for a period of twelve (12)
months immediately following the date on which he ceases to be employed with the Company for any
reason whatsoever, to refrain from directly or indirectly soliciting the Company’s clients, in any capacity
whatsoever, including, without limitation, as a shareholder, partner, volunteer, advisor, consultant,
employer, employee, investor, director or officer, in order to offer them goods and/or services
competitive with those provided by the Company, or influencing any individual to end his business
relationship with the Company.

10.4 In consideration of his employment and the financial benefits granted by the Company, the
Employee undertakes, throughout his employment with the Company and for a period of twelve (12)
months immediately following the date on which he ceases to be employed with the Company for any
reason whatsoever, to refrain from directly or indirectly soliciting the Company’s employees, and this in
any capacity whatsoever, including, without limitation, as a shareholder, partner, volunteer, advisor,
consultant, employer, employee, investor, director or officer, or influencing any individual to end his
employment relationship with the Company.

10.5 The Employee acknowledges that the obligations contained in this Article are reasonable
limitations considering the competitive nature of the Company’s activities. The Employee also
acknowledges that the obligations set out in this Article are necessary in order to protect the Company’s
legitimate interests and do not prevent the Employee from earning a living by performing his art or
trade, it being understood that the Employee's training allows him to work in many areas of activity
other than that of the Company.

ARTICLE 11 - COMPANY'S REMEDIES

11.1 The Employee acknowledges that failure on his part to comply with the undertakings set forth in
Articles: Article 9 (Confidentiality) and Article 10 (Non-Competition and Non-Solicitation) of this
Employment Agreement would cause the Company serious or irreparable harm likely to render any final
judgment ineffective. Consequently, the Employee acknowledges that, should any one of these
undertakings be breached, the Company may immediately institute the appropriate proceedings in order
to obtain a provisional, interlocutory or permanent injunction, without prejudice to its right to claim
damages.

ARTICLE 12 - DAMAGES

12.1 In the event of default, breach, or violation of the duties and obligations set out in
Article: Article 9 of this Agreement (Confidentiality), as well as in Sections 10.3 (non-solicitation of
clients) and 10.4 (non-solicitation of employees), the Employee undertakes to pay the Company, by
way of damages, the greater of the following amounts:

12.1.1 the sum of ten thousand dollars ($10,000) per default, breach or violation; or

12.1.2 any damages that the Company may have suffered.

Should the Employee pay any amount of money pursuant to subsections 12.1.1 or 12.1.2 of this
Employment Agreement, he shall not be released from the undertakings set out in Article Article 9 and
Sections 10.3 and 10.4 of this Employment Agreement.

12.2 In the event of default, breach, or violation of the duties and obligations set forth in
Section 10.2 of this Employment Agreement (Non-Competition), the Employee undertakes to pay the
Company, the greater of the following amounts as damages:

12.2.1 the sum of five hundred dollars ($500) per day or part of a day during which the default,
breach, or violation continues; or

12.2.2 any damages that the Company may have suffered.

The fact that the Employee has paid any amount of money whatsoever as a result of Subsections 12.2.1
or 12.2.2 of this Agreement shall not, however, release him from the undertakings set forth in
Section 8.1 of this Agreement.

12.3 The provisions of this Article shall not be interpreted as limiting the Company’s right to institute
the judicial proceedings mentioned in Article 11 of this Agreement (Company’s Remedies).

ARTICLE 13 - NOTICE
13.1 Any notice under this Employment Agreement shall be given in writing and shall be deemed
validly sent to the recipient if delivered in person, by hand or by registered prepaid mail, e-mail or fax to
the addresses indicated in the heading of this Employment Agreement.

13.2 Any notice thus given shall be deemed to have been received upon delivery, if delivered in
person or by hand, or on the third business day following the date of the postmark if delivered by mail,
or on the same day if sent by e-mail or fax during business hours on a business day, or on the next
business day, as the case may be.

ARTICLE 14 - SURVIVAL

14.1 In the event of termination of this Employment Agreement, Article 8, Article 9, Article 10,
Article 11 and Article 12 hereof shall survive until due execution of the obligations set forth therein.

ARTICLE 15 - MISCELLANEOUS

15.1 The provisions of this Employment Agreement shall be governed and interpreted according to
the laws in force in the province of Québec, and any dispute flowing from this Employment Agreement
shall be referred to the courts of the judicial district of Montréal.

15.2 Any failure or delay of any of the Parties to this Employment Agreement to exercise a right,
remedy or privilege hereunder shall not constitute a waiver of such right, remedy or privilege. Likewise,
the fact that either party failed to exercise a right, remedy or privilege shall not prevent them from
exercising all or part of such right, remedy or privilege in future.

15.3 Should any article, sentence, section or other part of this Employment Agreement be determined
to be null and void by any competent court, regardless of the reason therefore, such a decision shall not
alter or nullify the rest of the Employment Agreement.

15.4 Any amendment to this Employment Agreement or any waiver of any right arising therefrom is
void if it is not explicit and evidenced by way of writing signed by both Parties hereto.

15.5 This Employment Agreement contains the entire and sole agreement entered into between the
Parties regarding the subject matter hereof. The Parties acknowledge that no other promise or
representation has been made and that no other verbal or written understanding has been reached or
exists between them concerning the subject matter of this Employment.

15.6 The Parties acknowledge that they have had the necessary time to read and understand this
Employment Agreement and the opportunity to ask any relevant questions that they may have, and that
they have verified the scope of their rights and obligations and had the opportunity to consult a legal
advisor of their choosing. Furthermore, the Parties acknowledge that the components of this
Employment Agreement were reached following negotiation and that, consequently, they understand
and accept the nature and scope of their rights and the obligations set out herein.

15.7 The Parties hereto have expressly agreed that this Employment Agreement as well as all other
documents relating thereto be drawn up only in English.

This offer is valid for forty-eight (48) hours from the date it has been sent by the Company. It
becomes null and void if not accepted by the Employee, at the same terms and conditions, within
the above-mentioned deadline.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS EMPLOYMENT

AGREEMENT ON JULY 31, 2020.

Natacha Brind'Amour, Director of People

DISTRICT M INC.

---------------------------------------------------------

APPENDIX A - EMPLOYEE'S DUTIES AND RESPONSIBILITIES

Work with the development team to design new application architectures.
Develop data integration modules to interface with external systems through APIs.
Integrate functionalities in existing applications.

Offer Letter Acceptance

I have read and accept this offer of employment:

03 Aug 2020
Marco Maigua Date
Marco Maigua Offer.pdf
Document ID: 1fe57a2a-d5c1-11ea-9b41-02279575b710

Requested:
Jul 31, 2020, 11:30 AM EDT (Jul 31, 2020, 3:30 PM UTC)
Maxime Cloutier (maxime.cloutier@districtm.net)
23.91.246.129

Signed:

Aug 3, 2020, 3:40 PM EDT (Aug 3, 2020, 7:40 PM UTC)

Marco Maigua (marco.maigua1346@gmail.com)
2605:b100:707:7a5c:cd3d:f96d:d6ce:8d0b