930020.00001/100430785.

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independent consultant AGREEMENT

B E T W E E N:

Giancarlo Murillo

(the “Consultant”)

- and -

EDVISOR.IO INC.

(the “Company”)

WHEREAS:

1. The Company operates a Educational Tourism Software at Canada;

2. The Consultant carries on the business of providing consulting services in relation to Data
Entry Specialist; and

3. The Company wishes to retain the Consultant with respect to such services and the
Consultant wishes to perform such services, in accordance with all applicable laws and
the terms and conditions set out herein.

NOW THEREFORE for good and valuable consideration and in consideration of the mutual
covenants herein contained, the Company and the Consultant (“the Parties”) hereby agree as
follows:

1. SERVICES

1.1 Services Defined

The Consultant agrees to provide the services described in Schedule A, which is attached to and
forms part of this Agreement (the “Services”). In providing the Services, the Consultant agrees to
perform his/her duties and responsibilities faithfully and to the best of his/her skills and abilities
and shall devote such time, energy and attention as is required to satisfactorily provide the
Services, at all times subject to the terms and conditions of this Agreement.

1.2 Fees for Services

The Company shall pay the Consultant for the Services the Fees set forth in Schedule A, plus
any applicable taxes.
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2. TERM OF AGREEMENT

2.1 12 Month Term

This Agreement shall be considered effective as of the 22/03/2022 and shall continue thereafter
in full force and effect for 12 months, until 22/03/2023 (the “End Date”) subject to any renewal of
this Agreement pursuant to Article 7 and subject to earlier termination of this Agreement
pursuant to Article 6 hereof.

3. RELATIONSHIP BETWEEN THE CONSULTANT AND THE COMPANY

3.1 No Employment Relationship

Nothing in this Agreement shall be construed so as to create an employment relationship, a

partnership or a joint venture between the Consultant and the Company. The interests and
responsibilities of the Parties are limited to the performance of and payment for the Services and
ensuring that the Services are performed in a competent, efficient and satisfactory manner. It is
understood that this is an agreement for the performance of services by the Consultant as an
independent contractor.

3.2 Non-Exclusive Relationship and Conflicts of Interest

3.2.1 The relationship between the Consultant and the Company is a non-exclusive relationship
and the Consultant is entitled to provide services to organizations or individuals other than the
Company, provided that in doing so the Consultant does not breach the provisions of this
Agreement and continues to perform the Services in accordance with Section 1.1, and does not
put itself into a conflict of interest.

3.2.2 For greater certainty, it will not constitute a conflict of interest or a breach of this Agreement
if the Consultant provides similar services to other clients that do not compete against the
Company anywhere in Canada, provided that the Contractor continues to perform the Services
in accordance with Section 1.1.

3.3 No Agency Relationship

The Consultant shall not have any authority to bind or contract for the Company in any manner,
and he/she shall not represent himself/herself as an agent of the Company or as having
authority to act for or on behalf of the Company.

3.4 Consultant Not In Company Benefit Plans

The Consultant shall not be entitled to participate in any health, dental or other benefit plans
provided by the Company to its employees.
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4. COVENANTS OF CONSULTANT

4.1 Compliance with All Legal Requirements

4.1.1 The Consultant shall be responsible for obtaining all necessary licences and permits and
for complying with all applicable federal, provincial and municipal laws, codes and regulations,
including applicable taxation laws, in connection with the provision of the Services hereunder
and the Consultant shall, when requested, provide the Company with adequate evidence of its
compliance with this Section 4.1.

4.1.2 Without limiting the generality of Section 4.1.1, the Consultant shall comply with all
requirements of the Income Tax Act, Employment Insurance Act, Workers’ Compensation Act
and all related legal requirements with respect to his/her business and shall pay or remit to the
appropriate authorities any income, sales, use, value-added or other taxes, employment
insurance premiums, Canada Pension payments or any interest, fines, penalties or other
charges of any kind that may be collectible, payable, claimed or levied in respect of the
payments received by the Consultant pursuant to this Agreement.

4.2 Rules and Regulations

The Consultant shall comply, while on the premises used by the Company, with all the rules and
regulations of the Company in force which are brought to his/her notice or of which the
Consultant should reasonably be aware.

4.3 Notice to Company of New Employees/Representatives

The Consultant shall notify the Company in advance if he/she proposes to employ or otherwise
engage anyone else to assist him/her in providing the Services, and the Company shall, in its
sole discretion have the right to reject any such proposal or to require that such other person
enter into a similar consulting agreement directly with the Company.

4.4 Insurance

The Consultant shall pay for and maintain for the benefit of the Consultant and the Company,
with insurers or through the appropriate government department and in an amount and in a form
acceptable to the Company, appropriate insurance concerning the operations and liabilities of
the Consultant relevant to this Agreement including, without limiting the generality of the
foregoing, workers’ compensation and unemployment insurance in conformity with applicable
statutory requirements and public liability and property damage insurance. The Consultant shall
provide evidence of same as requested by the Company from time to time.

4.5 Indemnities

4.5.1 The Consultant agrees to save harmless and indemnify the Company from and against all
claims, charges, taxes or other penalties and demands which may be made by the Canada
Revenue Agency or any other person, agency, authority or entity, against the Company, its
officers or directors with respect to taxes, assessments or other amounts in respect of the
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payments received by the Consultant pursuant to this Agreement, including any penalties or
interest charges in relation thereto.

4.5.2 Without limiting the generality of the foregoing and for greater certainty, in the event of a
ruling or other determination by any government authority court or tribunal that, contrary to the
understanding of the Parties, the Consultant is in law an employee of the Company, Consultant
indemnifies and holds harmless and shall reimburse the Company in respect of:

(a) any payments or withholdings the Company is required to make on behalf of the
Consultant, including but not limited to the Consultant’s portion of income tax,
employment insurance premiums and Canada Pension Plan premiums in respect
of the period for which the Consultant was remunerated;

(b) the employer’s portion of employment insurance premiums and Canada Pension
Plan premiums in respect of the period for which the Consultant was
remunerated; and

(c) any penalties levied on the Company as a result of the period for which the
Consultant was remunerated.

4.5.3 The Consultant shall indemnify and save the Company harmless from and against all
claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which
the Company or its officers, employees or agents may suffer as a result of the negligence of the
Consultant in the performance or non-performance of this Agreement.

4.5.4 The Company shall indemnify and save the Consultant harmless from and against all
claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which
the Consultant may suffer as a result of the negligence of the Company in the performance or
non-performance of this Agreement.

4.6 Confidentiality, Non-Solicitation and Intellectual Property Agreement

The Consultant agrees to be bound by the terms and conditions of the Confidentiality,
Non-Solicitation and Intellectual Property Agreement which is attached to this Agreement as
Schedule B and is deemed to be part of this Agreement.

5. INVOICING AND PAYMENT OF FEES AND EXPENSES

5.1 Invoicing and Payment Procedures

5.1.1 In order to obtain payment for the Services provided hereunder, the Consultant shall
render invoices to the Company on a monthly basis in respect of all Fees and allowable
expenses. All invoices shall clearly set out the fees and claimed expenses as well as any GST
payable and shall contain all of the requisite details for the Company to claim any available
credits, rebates or refunds relating to any GST invoiced.

5.1.2 Invoices for Fees shall be payable within thirty (30) working days of receipt by the
Company, provided that in the event of a bona fide dispute of the Fees, the Company may
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withhold the disputed amount until the dispute is resolved.

5.2 Consultant’s Expenses

5.2.1 It is understood and agreed that the Consultant will incur expenses in connection with
providing the Services under this Agreement. Except as set forth in Section 5.2.2, the
Consultant shall be responsible for its own expenses.

5.2.2 The Company shall provide the Consultant with:

(a) a workspace on its premises on those occasions when the Consultant’s personnel
must be on the premises to provide the Services;

(b) and such other expenses as may be agreed to in writing, in advance, provided that
satisfactory receipts and proof of payment are provided by the Consultant.

5.3 GST

If the Consultant is required by law to collect GST from the Company, the Company shall pay
such GST to the Consultant concurrent with the payment of any Fees payable pursuant to this
Agreement, unless the Company qualifies for an exemption from any such applicable GST in
which case the Company shall, in lieu of payment of such GST to the Consultant, deliver to the
Consultant such certificates, elections, or other documentation required by law to substantiate
and effect the exemption claimed by the Company.

6. TERMINATION OF SERVICES

6.1 Termination With Notice

This Agreement is terminable by either party upon providing the other party with at least 30
days’ advance notice in writing of their intention to terminate. In order to constitute effective
notice hereunder, such notice must be given in writing and must state the last day of the
Agreement’s termination.

6.2 Termination Without Prior Notice

Notwithstanding the provisions of Section 6.1, this Agreement may be terminated at any time by
the Company without prior notice in the event that the Consultant is in breach of any of the terms
or conditions of this Agreement. Without limiting the generality of the foregoing, this Agreement
may be terminated without prior notice in the event of:

(a) a breach by the Consultant of Section 1.1 or Article 4 of this Agreement; or

(b) in any case that worker may have inappropriate behavior, lack of respect or
aggressiveness with any client or companion of the company may be a reason for
dismissal
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6.3 Termination on Death of Consultant

This Agreement shall be deemed to be terminated upon the death of the Consultant, provided
that all Fees earned up to the date of death shall be paid to the Consultant’s estate.

6.4 Return of Property

Upon termination of this Agreement, the Consultant shall at once deliver or cause to be
delivered, to the Company, in addition to those items set forth in Section 2.3 of Schedule B, all
money or other property belonging to the Company or for which the Company is liable to others,
which are in the possession, charge, control or custody of the Consultant.

6.5 Entire Entitlement

This shall constitute the Consultant’s entire entitlement to notice of termination or pay in lieu of
notice under any applicable statute, common law and/or contract. No further notice or payment
of any kind whatsoever will be required with the exception of payment for any outstanding
invoices accrued as of the last day of engagement.

7. RENEWAL OF AGREEMENT

7.1 Offer to Renew by the Company

The Company may offer to renew this Agreement for a period of one year at the Company’s
option, and so on from year to year thereafter, by giving notice in writing to the Consultant by not
later than 60 days prior to End Date or the end of the annual renewal period, as the case may
be. Such notice shall include the Company’ proposals for any changes in the terms and
conditions of the Agreement. The Consultant shall communicate his acceptance of such offer by
giving notice in writing thereof to the Company no later than 30 days after delivery of the offer.
Any other changes to the terms and conditions of the Agreement shall be agreed upon in writing.

7.2 Non-Renewal of Agreement

In the event that the Company does not offer to renew this Agreement or the Consultant does
not accept an offer to renew made by the Company as set forth in Section 7.1, this Agreement
shall expire and the engagement of the Consultant shall terminate without any notice or payment
of fees in lieu of notice, at the End Date or the end of the then-current renewal period, as the
case may be.

8. ASSIGNMENT OF RIGHTS

This Agreement may not be assigned or transferred in any manner, without the consent of all
parties.
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9. NOTICES

9.1 Notice to Consultant

Any notice required or permitted to be given to the Consultant shall be sufficiently given if
delivered to the Consultant or if mailed by registered mail to the Consultant’s address at:

giancarlo.murillo@edvisor.io

9.2 Notice to Company

Any notice required or permitted to be given to the Company, including invoices for Fees as
described in Section 4 above, shall be sufficiently given if mailed by registered mail to the
attention of Ricardo de la fuente at:

ricardo.delafuente@edvisor.io

10. SEVERABILITY

In the event that any paragraph, provision or part of this Agreement shall be deemed void or
invalid by a court of competent jurisdiction, the remaining paragraphs, provisions or part shall be
and remain in full force and effect.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the Parties with respect to the
engagement of the Consultant and any and all previous agreements written or oral, express or
implied, between the Parties or on their behalf, relating to the engagement of the Consultant by
the Company are terminated and cancelled and each of the parties releases and forever
discharges the other of and from all manner of actions, causes of action, claims and demands
whatsoever, under or in respect of any such agreements.

12. MODIFICATION OF AGREEMENT

Any modification to this Agreement must be in writing and signed by the Parties or it shall have
no effect and shall be void.

13. HEADINGS

The headings used in this Agreement are for convenience only and are not to be construed in
any way as additions to or limitations of the covenants and agreements contained herein.

14. ACKNOWLEDGEMENT REGARDING ENFORCEABILITY The

Consultant acknowledges that;

(a) the Consultant has had sufficient time to review this Agreement thoroughly;
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(b) the Consultant understands the terms of this Agreement and the Consultant’s
obligations hereunder; and

(c) the Consultant has been given an opportunity to obtain independent legal advice
concerning the interpretation and effect of this Agreement.

15. GOVERNING LAW AND ATTORNMENT

15.1 Governing Law

This Agreement shall be construed in accordance with the laws of the Province of British
Columbia.

15.2 Attornment

For the purpose of all legal proceedings, this Agreement shall be deemed to have been
performed in the Province of British Columbia and the courts of the Province of British Columbia
shall have jurisdiction to entertain any action under this Agreement. The Company and the
Consultant each hereby attorns to the jurisdiction of the courts of the Province of British
Columbia.

IN WITNESS WHEREOF this Agreement has been executed by the Parties and
becomes effective this Thursday 26th day of August, 2021.

SIGNED, SEALED AND DELIVERED

Giancarlo Murillo

Per:
Authorized Signature for Consultant

EDVISOR.IO INC.

Per:
Authorized Signature for Company
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Schedule A
DESCRIPTION OF SERVICES & FEES

During the Term of this Agreement, the Consultant shall provide to the Company the following
Services:

1. Services.

(a) Data entry specialist

(b) In the event that the Company should require additional services to be performed by
the Consultant, the parties shall agree to the additional services in writing by way
of an amendment to this Agreement. The Consultant shall only perform the
additional services upon receipt of written approval of the Data Operations
Director of Edvisor

2. Fees.

(a) The Company shall pay to the Consultant for the Services provided under this
Agreement a fee at the monthly rate of 10,000 mxn for the term of this
Agreement. The Consultant acknowledges and agrees that the Company has no
minimum daily commitment to the Consultant.

(b) In the event that the Consultant should reasonably believe that the performance of
the Services requested by the Company will cause the Consultant to spend more
than 8 hours/day in any given month, prior to expending any additional time or
effort, the Consultant shall seek the prior written approval of the Ricardo de la
Fuente of Edvisor

Schedule B
CONFIDENTIALITY, NON-SOLICITATION AND INTELLECTUAL PROPERTY
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1. Definitions

In this Agreement, the following words and phrases shall have the following meanings unless
the context otherwise requires:

“Business Opportunities” means potential business ventures of all kinds, including

acquisitions, sales, business arrangements and other transactions and opportunities for new
markets, products and services which have been disclosed to, investigated, studied or
considered by the Company or by others on behalf of the Company;

1 “Confidential Information” means information known or used by the Company in connection

with its business including but not limited to any formula, design, prototype, compilation of
information, data, program, code, method, technique or process, information relating to any
product, device, equipment or machine, Customer Information, Financial Information, Marketing
Information, Intellectual Property, Business Opportunities, or Research and Development, but
does not include any of the foregoing which was known to the Consultant prior to engagement
by the Company or which is or becomes a matter of Public Knowledge;

2 “Customer Information” means information pertaining to the Company’s customers,

customer base and markets, including customer names and addresses and the names and
addresses and the names of Consultants of customers with whom the Company is in contact in
its business, customer requirements and the Company’s contracts with its customers, including
details as to pricing and supply;

3 “Financial Information” means information pertaining to the Company’s costs, sales, income,
profit, profitability, pricing, salaries and wages;

4 “Intellectual Property” means any and all inventions, copyrighted works, software in any
expressed form, computer programs, screen layouts, industrial design, graphical user interfaces,
systems, applications, source code, object code, algorithms, specifications, designs,
developments, concepts, ideas, know-how, show how, trade secrets, works, creations,
developments, trademarks, services marks, indicia, logos, domain names, business names,
drawings, sketches, compilations of information, analyses, experiments, data, formula, methods,
processes, techniques, moulds, jigs, dies, prototypes, products, samples, compounds,
compositions of matter, apparatus, equipment, tools, machines, and any modifications or
improvements to the foregoing, whether or not any of the foregoing is patentable or registrable
under patent, copyright, trademark industrial design or similar laws anywhere in the world, the
right to apply for and to obtain copyright, trademark or industrial design registrations, issued
patents, design patents, and any other registrations or encompassing, protecting or otherwise
covering any of the foregoing, and the benefit in and to any such applications therefor, including
the right to priority, and any copyright, trademark or industrial design registrations, issued
patents, design patents or other registrations or right issued therefrom;

5 “Marketing Information” means information including but not limited to the Company’s
marketing programs, plans, strategies and proposed future products, services, advertising and
promotions;
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6 “Public Knowledge” means information that is generally known in the trade or business in
which the Company is engaged, or is otherwise easily accessible through lawful,
non-confidential sources; and

7 “Research and Development” means information pertaining to any research, development,

investigation, study, analysis, experiment or test carried on or proposed to be carried on by the
Company.

2. Acknowledgements Regarding Confidential Information

2.1 Acknowledgements of Consultant

2.1.1 During the course of engagement by the Company the Consultant will be exposed to and
will have an opportunity to learn or otherwise become aware of Confidential Information;

2.1.2 The Confidential Information is a valuable asset which is the property of the Company
exclusively, the unauthorized use or disclosure of which would cause very serious harm
to the economic interests of the Company;

2.1.3 It is important in the interests of the Company that the Confidential Information remain the
exclusive confidential property of the Company and that it not be used or disclosed
except in accordance with the knowledge and consent of the Company and in the
Company’s best interests.

2.2 Confidential Information to be Kept in Confidence

2.2.1 The Consultant agrees that at all times during the period of the Consultant’s engagement
and at all times following termination of the Consultant’s engagement,

(a) the Consultant shall hold in confidence and keep confidential all Confidential
Information;

(b) the Consultant shall not directly or indirectly use any Confidential Information except
in the course of performing duties as an Consultant of the Company with the
knowledge and consent of the Company in the Company’s interests; and

(c) the Consultant shall not directly or indirectly disclose any Confidential Information to
any person or entity, except in the course of performing duties as an Consultant of
the Company with the knowledge and consent of the Company in the Company’s
interests.

2.2.2 Nothing in this Agreement shall prevent the Consultant, following termination of
engagement by the Company, from making use of or disclosing;

(a) any Confidential Information which is or becomes a matter of Public Knowledge;

(b) any Confidential Information of which the Consultant had specific knowledge prior to
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engagement by the Company, except to the extent that such Confidential
Information has become the property of the Company under paragraphs 6 and 7
herein; or

(c) any Confidential Information of which the Consultant obtains specific knowledge
following termination of engagement by the Company from a third party, unless
the third party obtained such Confidential Information directly or indirectly from an
individual in violation of any duty of confidence owed to the Company;

provided that the Consultant is able to prove the existence of the circumstances referred
to in subparagraphs (a), (b) or (c).

2.3 Return of Materials Upon Termination

Upon termination of the Consultant’s engagement by the Company, the Consultant shall
promptly deliver to the Company all documents, manuals, lists, data, records, computer
programs, codes, materials, prototypes, products, samples, analyses, reports, equipment, tools
and devices relating or pertaining to the Company’s business or containing or pertaining to any
Confidential Information, including any copies or reproductions of the same, which are in the
possession, charge, control or custody of the Consultant.

2.4 Ownership of Intellectual Property

The Consultant hereby acknowledges and agrees that the Company is the owner of all
Intellectual Property made, developed, invented, authored, conceived of, reduced to practice, or
otherwise created by the Consultant, whether in whole or in part, alone or with others, whether
at the Company’s place of business or otherwise, and during the course of, as a result of, or
related to the duties or activities of the Consultant’s engagement with the Company (the
“Developments”). Any and all Developments shall be and remain the exclusive property of the
Company and the Consultant shall have no right, title or interest therein, including moral rights;
and the Company shall have the sole and exclusive right, title and interest, in and to the
Developments, which right shall continue notwithstanding the termination of the Consultant’s
engagement for any reason whatsoever.

2.5 Assignment of Rights

The Consultant hereby assigns and waives, and shall assign and waive, to or on behalf of the
Company, and the Company’s successors, assigns, or other legal representatives, any and all
right, title and interest, including any moral rights, that the Consultant may have in and to the
Developments. The Consultant further agrees to maintain at all times adequate and current
records relating to the creation and development of the Developments, which records shall be
and shall remain the property of the Company and the Consultant shall promptly disclose in
writing all of the foregoing to the Company.

2.6 Intellectual Property Protection

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The Company shall have the sole and exclusive right to apply for, prosecute, obtain and
maintain any patents, design patents, copyrights, industrial designs, domain name registrations,
or trademark registrations and any other applications, registrations or grants of rights analogous
thereto in any and all countries throughout the world in respect of any Developments and the
Consultant shall, whether during or subsequent to the Consultant’s engagement, assist the
Company, at the Company's expense, with recording or securing the Company's right, title and
interest in and to the Developments, including agreeing to execute any applications, transfers,
assignments, waivers, powers of attorney or other documents as the Company may consider
necessary or desirable, or to take any action deemed necessary or desirable by the Company,
for prosecuting, issuing, enforcing, obtaining, maintaining or vesting in or assigning any of the
foregoing with or to the Company in any and all countries of the world.

2.7 Change of Engagement

2.7.1 The Consultant agrees that prior to commencing engagement with any other company in a
related or competitive business following termination of the Consultant’s engagement by
the Company, the Consultant shall disclose to such other company the terms of this
Schedule B.

2.7.2 This Schedule B shall be binding upon the Consultant during the course of the
Consultant’s engagement by the Company and shall survive the termination of the
Consultant’s engagement by the Company, regardless of how or why the Consultant’s
engagement is terminated.

2.8 Non-Solicitation

2.8.1 The Consultant will not, without the prior consent of the Company, during the Term and for
a period of one (1) year following the termination of the Consultant’s engagement, either
individually or in partnership or jointly or in conjunction with any person as principal,
consultant, employee or shareholder (other than a holding of shares listed on a Canadian
or United States stock exchange) or in any other manner, directly or indirectly solicit, or
gain the custom of, interfere with or endeavor to entice away from the Company any
person that:

(a) is or has ever been a client of the Company and with whom the Consultant had any
dealings, directly or indirectly, during the Consultant’s engagement under this
Agreement;

(b) has been pursued as a prospective client by or on behalf of the Company and with
whom the Consultant had any dealings, directly or indirectly, at any time during
the Consultant’s engagement under this Agreement and in respect of whom the
Company has not determined to cease all such pursuit;

nor will the Consultant interfere with, entice away or employ any person who is an
employee of the Company at the date this Agreement is terminated.

2.8.2 The Consultant confirms that all restrictions in Section 2.8.1 are reasonable and valid and
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agrees that the Company is entitled to the strict enforcement of such restrictions.

2.8.3 The Consultant further acknowledges that:

(a) the business of the Company is carried on throughout Canada and that the Company
is interested in and solicits or canvasses opportunities across Canada;

(b) the reputation of the Company in its industry and its relationships with customers are
the result of hard work, diligence and perseverance on behalf of the Company
over an extended period of time; and

(c) the nature of the business is such that the on-going relationship between the
Company and its customers is material and has a significant effect on the ability
of the Company to continue to obtain business from its customers with respect to
both long term and new projects.

2.8.4 Any breach of the provisions of Section 2.8.1 by the Consultant will result in material and
irreparable harm to the Company although it may be difficult for the Company to establish
the monetary value flowing from such harm. The Consultant therefore agrees that the
Company, in addition to being entitled to the monetary damages which flow from the
breach, will be entitled to injunctive relief in a court of appropriate jurisdiction in the event
of any breach or threatened breach by the Consultant of any of the provisions of Section
2.8.1. In addition, the Company will be relieved of any further obligations to make any
payments to the Consultant.

2.9 Provisions Which Operate Following Termination

Notwithstanding any termination of this Agreement for any reason whatsoever, whether pursuant
to Sections 6.1, 6.2, 7.1, 7.2 or otherwise, the provisions of this Schedule B and Sections 4.4,
4.5 and 6.3 of the Agreement and any other provisions necessary to give efficacy thereto shall
continue in full force and effect following such termination.