General Pricing is composed by 2 parts:

1. Revenue Share Schedule which is regulated by the monthly ExMarketPlace Net Revenues
   • From 0.00$ to 49’999.99$ Monthly ExMarketPlace Net Revenues
     Company will receive 70% of EXMARKETPLACE Net Revenue
   • From 50’000.00$ to 99’999.99$ ExMarketPlace Net Revenues
     Company will receive 75% of EXMARKETPLACE Net Revenues
   • From 100’000.00$ to 199’999.99$ ExMarketPlace Net Revenues
     Company will receive 80% of EXMARKETPLACE Net Revenues
   • From 200’000.00$ to 499’999.99$ ExMarketPlace Net Revenues
     Company will receive 85% of EXMARKETPLACE Net Revenues
   • Over 500’000.00$ ExMarketPlace Net Revenues
     Company will receive 90% of EXMARKETPLACE Net Revenues
2. Flat CPM Revenue Schedule which is regulated by the monthly ExMarketPlace Direct Orders Revenues
   • Company will receive a Flat CPM agreed from time to time with ExMarketPlace for each specific Advertising Insertion Order.

1.1 "Ad" means an individual advertisement provided through the Services.

1.2 "Ad Revenues" means, for any period during the Term and for each transaction type, the sum of the Transaction Prices in that period.

1.3 "Ad Set" means a set of one or more Ads.

1.4 "Services" means EXMARKETPLACE EXCHANGE PROGRAM service and includes any successor service.

1.5 "Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with a party.

1.6 "Brand Features" means trade names, trade and service marks, logos and other distinctive brand features or the applicable party.

1.7 "Client" means Company.

1.8 "Company Content" means any content served to End Users that is not provided by ExMarketPlace.

1.9 "Company Partner" means, (i) the owner (if not Company) of those Sites, (ii) the third party co-branding the Sites with Company, or (iii) the third party for whom Company is white labelling the Sites.

1.10 "Confidential Information" means information disclosed by (or on behalf of) one party (or an Affiliate) to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances in which it is presented. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party.

1.11 "End Users" means individual human end users of a Site.

1.12 "Intellectual Property Rights" means all copyrights, moral rights, patent rights, trade and service marks, design right, rights in or relating to databases, rights in or relating to Confidential Information, rights in relation to domain names and any other intellectual property or similar rights (registered or unregistered) throughout the world.

1.13 "Results" means Ad Sets or Ads.

1.14 "Results Page" means any Site page that contains any Results.

1.15 "Request" means a request from Company to ExMarketPlace for an Ad Set.

1.16 "Site(s)" means the web site(s) or App(s) or domain(s) or other property(ies) registered with ExMarketPlace in writing or through the ExMarketPlace user-interface, together with the additional property(ies) registered with ExMarketPlace from time to time under subsection 5.3(a) of the Agreement.

1.17 "Term" means the period commencing on the Effective Date and continuing until terminated in accordance with this Agreement.

1.18 "Year" means a period of one calendar year starting on the Effective Date or the relevant anniversary of the Effective Date (as appropriate). The words "include" and "including" as used in the Agreement will not limit the generality of any words preceding them. References to any statute or other legislative enactment include references to that statute or legislative enactments as amended or re-enacted from time to time.

2.1 For the remainder of the Term, ExMarketPlace will make available and Company may implement and maintain the Services on each of the Sites. For purposes of clarity, Company may not implement the Services on a property that is not a Site or App.

2.2 Company will ensure that Company, or Company Partner: (a) is the technical and editorial decision maker in relation to each page, including Results Pages, on which the Services are implemented; and (b) has control over the way in which the Services are implemented on each of those pages.

2.3 Company will ensure that the Services are implemented and maintained in accordance with: (a) the ExMarketPlace and ExMarketPlace Providers Guidelines; and (b) ExMarketPlace and ExMarketPlace Providers technical protocols (if any) and any other technical requirements and specifications applicable to the Services that are provided to Company by ExMarketPlace and ExMarketPlace Providers from time to time.

2.4 ExMarketPlace and ExMarketPlace Providers will, upon receiving a Request sent in compliance with this Agreement, provide an Ad Set when available. Company will then display the Ad Set on the applicable Site.

2.5 Company will ensure that at all times during the applicable Term, Company or Company Partner: (a) has a clearly labelled and easily accessible privacy policy in place relating to the Site(s); and (b) provides the End User with clear and comprehensive information about cookies and other information stored or accessed on the End User's device in connection with the Services, including information about End Users' options for cookie management.

2.6 Company will take reasonable steps to ensure that an End User gives consent to the storing and accessing of cookies and other information on the End User's device in connection with the Services where such consent is required by law.

2.7 In each case solely for the purpose of providing ExMarketPlace Services, Company authorises ExMarketPlace and ExMarketPlace Providers to access, manage, retrieve data from, and analyse data.

2.8 Company must implement and maintain permanently traffic monitoring systems approved by ExMarketPlace or ExMarketPlace will provide traffic monitoring systems to Company.

3.1 Policy Obligations. Company will not, and will not knowingly or negligently allow any third party to: (a) modify, obscure or prevent the display of all, or any part of, any Results; (b) implement any click tracking or other monitoring of Results; (c) display any Results in pop-ups, pop-unders or other similar methods; (d) interfere with the display of or frame any Results Page or any page accessed by clicking on any Results; (e) display any content between any Results and any page accessed by clicking on those Results; (f) directly or indirectly, (i) offer incentives to End Users to generate impressions, Requests or clicks on Results, (ii) fraudulently generate impressions, Requests or clicks on Results or (iii) modify impressions, Requests or clicks on Results; (g) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from the Services (including Results); or (h) display on any Site, any content that violates or encourages conduct that would violate the ExMarketPlace Providers Guidelines, ExMarketPlace and ExMarketPlace Providers technical protocols and any other technical requirements and specifications applicable to the Services that are provided to Company by ExMarketPlace and ExMarketPlace Providers from time to time.

3.2 Compliance Obligations. Company will not knowingly or negligently allow any use of or access to the Services through any Site that is not in compliance with the terms of this Agreement. Company will take reasonable steps to monitor for any such access or use and will, if any such access or use is detected, take all reasonable steps requested by ExMarketPlace and ExMarketPlace Providers to disable this access or use. If Company is not in compliance with this Agreement at any time, ExMarketPlace and ExMarketPlace Providers may suspend provision of all (or any part of) the Services.

Company is responsible for any use of, or access to, the Services, including Results, by any Company Partner. Company will not provide Company Partner or any other third party with access to the ExMarketPlace user interface. If the conduct of a Company Partner would be a breach of this Agreement had the conduct been performed by Company, this Company Partner conduct will be treated as Company's breach of this Agreement. If a Company Partner or Company Partner Site is in violation (or if ExMarketPlace and ExMarketPlace Providers reasonably suspects a violation) of this Agreement, then ExMarketPlace and ExMarketPlace Providers may immediately suspend or deactivate that Company Partner Site.

5.1 By ExMarketPlace and ExMarketPlace Providers. If ExMarketPlace and ExMarketPlace Providers modifies the ExMarketPlace Providers Guidelines, or the ExMarketPlace and ExMarketPlace Providers technical protocols and the modification requires action by Company, Company will take the necessary action no later than 30 days from receipt of notice from ExMarketPlace and ExMarketPlace Providers. Any modifications to the ExMarketPlace Providers Guidelines will be generally applied to ExMarketPlace and ExMarketPlace Providers's similarly situated customers in the same region who are using the specific Service impacted by the modification.

5.2 By Company. Company will provide ExMarketPlace and ExMarketPlace Providers through ExMarketPlace with at least 15 days prior notice of any change in code or serving technology that could reasonably be expected to affect the delivery or display of any Results.

5.3 Site List Changes. (a) Company may notify ExMarketPlace and ExMarketPlace Providers via ExMarketPlace from time to time that it wishes to add or remove property(ies) to or from those comprising the Site(s) by sending notice to ExMarketPlace. (b) If there is a change in control of any Site (such that the conditions set out in Section 2.2(a) or (b) are not met): (i) Company will provide notice to ExMarketPlace at least 30 days before the change; and (ii) unless the entire Agreement is assigned to the third party controlling the Site in compliance with Section 14.3 below, from the date of that change in control of the Site, that Site will be treated as removed from this Agreement. Company will ensure that from that date, the Services are no longer implemented on that Site.

Intellectual Property. Except to the extent expressly stated otherwise in this Agreement, neither party will acquire any right, title or interest in any Intellectual Property Rights belonging to the other party, or to the other party's licensors.

Brand Features. ExMarketPlace and ExMarketPlace Providers and ExMarketPlace may include Company's Brand Features in customer lists with Company's prior consent. Approval will not be required for subsequent uses of a previously approved Brand Feature.

8.1 ExMarketPlace Payments. (a) In consideration for the provision of Services, ExMarketPlace and ExMarketPlace Providers through ExMarketPlace will pay Company an amount equal to the Revenue Share Percentage (listed on the front page of this Agreement) of Ad Revenues attributable to a calendar month. This payment will be made within 90 days from the corresponding month in which the applicable Ads were displayed. (b) ExMarketPlace payments for the Services under this Agreement will be based on ExMarketPlace and ExMarketPlace Providers's accounting which may be filtered to exclude (i) invalid queries, impressions, conversions, or clicks, and (ii) any amounts refunded to advertisers in connection with Company's failure to comply with this Agreement, as reasonably determined by ExMarketPlace and ExMarketPlace Providers.

8.2 Minimum Payment Threshold is 1’000 US $.

8.3 Additional Payment Terms. (a) Company is responsible for all taxes and bank fees (if any) associated with the Services. All payments to Company from ExMarketPlace in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If ExMarketPlace is obligated to withhold any taxes from its payments to Company, ExMarketPlace will notify Company of this and will make the payments net of the withheld amounts. ExMarketPlace will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by ExMarketPlace. (b) All payments due to Company will be in US$. Company will be responsible for any bank charges assessed by Company's bank. (c) In addition to other rights and remedies ExMarketPlace may offset any payment obligations to Company that ExMarketPlace may incur under this Agreement against any product or service fees owed to ExMarketPlace and not yet paid by Company under this Agreement or any other agreement between Company and ExMarketPlace. ExMarketPlace may also withhold and offset against its payment obligations under this Agreement, or require Company to pay to ExMarketPlace within 15 days of any invoice, any amounts ExMarketPlace may have overpaid to Company in prior periods.

9.1 Each party warrants that (a) it has full power and authority to enter into this Agreement; and (b) it will use reasonable care and skill in complying with its obligations under this Agreement.

9.2 No conditions, warranties or other terms apply to the Services or to any other goods or services supplied by ExMarketPlace under this Agreement unless expressly set out in this Agreement. Subject to clause 11.1, all implied conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) are excluded.

10.1 If either: (a) Company receives a claim from a third party that either ExMarketPlace and ExMarketPlace Providers's or any ExMarketPlace and ExMarketPlace Providers Affiliate's technology used to provide the Service infringes or misappropriates any copyright, trade secret, trademark or US patent of that third party; or (b) ExMarketPlace and ExMarketPlace Providers or ExMarketPlace Providers Affiliate receives a claim from a third party: (a) arising from any Company Content, Sites or Company Brand Features; (b) relating to any use of, or access to, the Services, including Results, by any Company Partner; or (c) brought by any Company Partner against ExMarketPlace and ExMarketPlace Providers relating to the implementation or display of Ads on a Company Partner Site, (in each case, a "Claim") then the party which received such Claim ("Recipient") will: (i) promptly notify the other party; (ii) provide the other party with reasonable information, assistance and cooperation in responding to and, where applicable, defending such Claim; and (iii) give the other party full control and sole authority over the defence and settlement of such Claim. The Recipient may appoint its own supervising counsel of its choice at its own expense.

10.2 Provided the Recipient complies with clause 10.1(i) to (iii) and subject to clause 10.3 (if applicable), the party notified in accordance with clause 10.1(i) ("Indemnifying Party") will accept full control and sole authority over the defence and settlement of such Claim and will indemnify the Recipient (and ExMarketPlace where the Recipient is ExMarketPlace) against all damages and costs awarded for such Claim, settlement costs approved in writing by the Indemnifying Party in relation to such Claim, reasonable legal fees necessarily incurred by the Recipient in relation to such Claim and reasonable costs necessarily incurred by the Recipient in complying with clause 10.1(i) to (iii).

10.3 ExMarketPlace and ExMarketPlace Providers will not have any obligations or liability under this clause 10 in relation to any Claim arising from any: (a) use of the Services in a modified form or in combination with materials not furnished by ExMarketPlace and ExMarketPlace Providers; (b) content, information or data provided to ExMarketPlace and ExMarketPlace Providers by Company, Company Partners, End Users or any other third parties; (c) Ads or any third party websites or content to which such Ads may link; (d) acts or omissions by Company Partner.

10.4 ExMarketPlace and ExMarketPlace Providers may (at its sole discretion) suspend Company's use of the Services which are alleged, or believed by ExMarketPlace and ExMarketPlace Providers, to infringe any third party's Intellectual Property Rights, or to modify the Services to make it non-infringing.

10.5 This clause 10 states the parties' entire liability and exclusive remedy with respect to infringement of a third party's Intellectual Property Rights.

11.1 Nothing in this Agreement will exclude or limit either party's liability for: (a) death or personal injury resulting from the negligence (as defined by section 1 of the Unfair Contracts Terms Act 1977) of either party or their servants, agents or employees; (b) fraud or fraudulent misrepresentation; (c) misuse of Confidential Information; or (d) payment of sums properly due and owing to the other in the course of normal performance of this Agreement.

11.2 Nothing in this Agreement will exclude or limit either party's liability under clause 10 (Indemnities).

11.3 Subject to clauses 11.1 and 11.2 neither party shall be liable under this Agreement (whether in contract, tort (including negligence) or otherwise) for any special, indirect or consequential losses (whether or not such losses were within the contemplation of the parties at the date of this Agreement) suffered or incurred by the other party.

11.4 Subject to clauses 11.1 and 11.2, ExMarketPlace will not have any obligations or liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise and including under the indemnities in clause 10 in relation to any: (a) content, information or data provided to ExMarketPlace by Company, Company Partners, End Users or any other third parties; (b) Ads or any third party websites or content to which such Ads may link.

11.5 Subject to clauses 11.1 and 11.2, each party's liability under this Agreement (whether in contract, tort or otherwise) arising from any given event or series of connected events arising in any Year is limited to: (a) in the case of ExMarketPlace, 100% of Ad Revenues accrued under this Agreement during the relevant Year minus the Revenue Share Percentage paid or payable by ExMarketPlace to Company during the relevant Year. (b) in the case of Company, 100% of the total amount paid or payable by ExMarketPlace to Company under this Agreement during the relevant Year.

11.6 If the amounts referred to above in sub-clauses 11.5 (a) and (b) cannot be calculated accurately on the date the relevant liability is to be assessed (the "Applicable Date"), they shall be calculated on a pro-rata basis, as 100% of X/Y x Z, where: (i) in the case of ExMarketPlace: X = as calculated in accordance with clause 11.5(a) except that the words "during the relevant Year" are replaced with "during the then-current Year up to and including the Applicable Date" in each case; Y = the number of days that have elapsed in the then-current Year up to and including the Applicable Date; and Z = 365. (ii) in the case of Company: X = as calculated in accordance with clause 11.5(b) except that the words "during the relevant Year" are replaced by "during the then-current Year up to and including the Applicable Date" in each case; Y = the number of days that have elapsed in the then-current Year up to and including the Applicable Date; and Z = 365.

12.1 Confidentiality. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfill obligations under this Agreement and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure (if permitted by law).

12.2 Exceptions. (a) Notwithstanding Section 12.1, and subject to Company's anonymity preferences selected in the ExMarketPlace user interface, ExMarketPlace may (a) inform advertisers of Company's participation in ExMarketPlace; and (b) share with advertisers Site-specific statistics, the Site URL, and related information collected by ExMarketPlace through its provision of the Services to Company. Disclosure of information by ExMarketPlace under this subsection 12.2(a) will be subject to the terms of the ExMarketPlace Privacy Policy located at the following URL: https://exmarketplace.com/index.php/en/privacy-policies (or a different URL ExMarketPlace may provide to Company from time to time). (b) Notwithstanding Section 12.1, Company may disclose to Company Partners, or to any other third parties, the ExMarketPlace reports provided by ExMarketPlace to Company. But, Company will not disclose to any Company Partners, or to any other third parties, the Revenue Share Percentage or any data that would allow a Company Partner or third party to back into the Revenue Share Percentage.

12.3 PR. Neither party will make any public statement regarding this Agreement without the other party's prior written approval.

13.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with these terms.

13.2 Termination. (a) Either party may terminate this Agreement with notice if the other party is in material breach of this Agreement: (i) where the breach is incapable of remedy; (ii) where the breach is capable of remedy and the party in breach fails to remedy that breach within 30 days after receiving notice from the other party; or (iii) more than twice even if the previous breaches were remedied. (b) Either party may terminate this Agreement for any or no reason upon 90 days prior notice to the other party. (c) ExMarketPlace reserves the right to suspend or terminate Company's use of any Services that are alleged or reasonably believed by ExMarketPlace and ExMarketPlace Providers to infringe or violate a third party right. If any suspension of a Service under this subsection 13.2(c) continues for more than 90 days, Company may immediately terminate this Agreement upon notice to ExMarketPlace. (d) ExMarketPlace may terminate this Agreement immediately with notice if: (i) child sexual abuse imagery is displayed on any Site: (ii) traffic quality issue is detected on any property where the Service is applicable. (e) Upon the expiration or termination of this Agreement for any reason: (i) all rights and licenses granted by each party will cease immediately; and (ii) if requested, each party will take reasonable steps to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other party.

14.1 Compliance with Laws. Each party will comply with all applicable laws, rules, and regulations in fulfilling its obligations under this Agreement.

14.2 Notices. All notices of termination or breach must be in writing and addressed to the other party's Legal Department. The address for notices being sent to ExMarketPlace Legal Department is legal@exmarketplace.com. All other notices must be in English, in writing and addressed to the other primary point of contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

14.3 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate but only if (a) the assignee agrees in writing to be bound by the terms of this Agreement and (b) the assigning party remains liable for obligations under this Agreement and (c) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void.

14.4 Change of Control. If a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within 30 days after the change of control, and (b) the other party may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.

14.5 Subcontracting. Either party may subcontract any of its obligations under this Agreement, but will remain liable for all subcontracted obligations and its subcontractors' acts or omissions.

14.6 Conflicting Languages. If this Agreement is translated into any other language, and there is a discrepancy between the English text and the text of the other language, the English text will govern.

14.7 Entire Agreement. Subject to clause 11.1(b), this Agreement sets out all terms agreed between the parties and cancels and replaces all other agreements between the parties relating to its subject matter. Save as expressly set out in this Agreement, no statement, representation, or warranty shall be taken to have been made or implied in the course of any negotiations between the parties prior to this Agreement. Neither party will have any right or remedy in respect of any statement, representation or warranty (whether made negligently or innocently) not expressly set out in this Agreement.

14.8 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

14.9 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

14.10 Survival. The rights and obligations of clauses: 6 (Intellectual Property), 10 (Indemnification), 11 (Limitation of Liability), 12 (Confidentiality; PR) and 14 (Miscellaneous), and of any other clauses which under their terms or by implication ought to survive, shall survive the expiration or termination of this Agreement.

14.11 Independent Contractors. This Agreement does not create any agency, partnership or joint venture between the parties.

14.12 No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

14.13 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

14.14 Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

14.5Governing Law: This Agreement is governed by Dubai D.I.F.C. law and the parties submit to the exclusive jurisdiction of the Dubai D.I.F.C. courts in relation to any dispute (contractual or non-contractual) concerning this Agreement.

Electronically signed.