Province of Buenos Aires, October 15, 2021

[WINDSCRIBE LIMITED]
[9251 Yonge St #8901, Richmond Hill
ON L4C 9T3, Canada]
Att. [Note to Windscribe: Please insert contact person of WINDSCRIBE]

Re: Offer No. APSA 01/2021

On behalf of GAIALUXON S.A.S., a simplified corporation (sociedad por acciones

simplificada) organized and existing under the laws of the Republic of Argentina
(“Bellolandia”), we are pleased to contact [WINDSCRIBE LIMITED], a company organized
and existing under the laws of Canada (“Windscribe”), to furnish for your consideration an
irrevocable offer to enter into an Animation Production Services Agreement, in accordance with
the terms and conditions attached herein as Annex I, and all the schedules also attached herein
(the “Offer”). Each party hereto is also referred to as a “Party”, and collectively, the “Parties”.

This Offer shall be valid for five (5) business days after its reception by Windscribe (“Term of
Validity”) and shall be deemed irrevocably and unconditionally accepted if Windscribe provides
Bellolandia with an acceptance notice (“Acceptance Notice”) within such Term of Validity.

Any term, condition, statement, representation or guarantee expressed in this Offer which may
indicate an assertion, abstention, commitment and/or general right or obligation – whatever the
grammatical form may be, shall only be enforceable and valid for the Parties if this Offer is
accepted by Windscribe pursuant to the mechanism described hereof. If this Offer is not
accepted by Windscribe, such term, condition, statement, representation and/or guarantee shall
not be valid or enforceable nor shall cause any legal commitment since they shall be deemed as
if they had not been written.

Upon the acceptance of this Offer by Windscribe, the Animation Production Services Agreement
(the “Agreement”) governed by the terms and conditions established in Annex I of this Offer
and all its schedule, shall become in full force and effect, and shall be legally binding upon, and
enforceable against, each and all the Parties to this Agreement, as of the date of such acceptance
(the “Effective Date”).

GAIALUXON S.A.S. GAIALUXON S.A.S.

_____________________ _____________________
Name: Juan Manuel Sobrado Name: Ignacio Malter Terrada
Title: Administrator Title: Alternate Administrator
I.D.: 35.242.613 I.D.: 29.316.367

Sincerely,
 ANNEX I

TERMS AND CONDITIONS OF THE ANIMATION PRODUCTION SERVICES

AGREEMENT

WHEREAS Windscribe intends to request to Bellolandia to provide production services

of an animated commercial spot (the “Commercial Spot”) in accordance with the terms and
conditions established in the production plan attached herein as Schedule 1 (the “Production
Plan”);

WHEREAS Bellolandia is a company dedicated to the development, creation and

production of animation works and products, as well as to perform animation services for third
parties;

WHEREAS Bellolandia is interested in providing services to Windscribe in order to

produce the Commercial Spot in accordance with the Production Plan;

WHEREAS the Parties intend that this Agreement supersedes and replace any
previously agreed arrangements between the Parties.

NOW, THEREFORE, for good and valuable consideration and the mutual promises of
performance of the undertakings in this Agreement, if the Offer is accepted by Windscribe,
pursuant to the mechanism described in the main body of the Offer and within its Term of
Validity, the Agreement shall become in full force and effect for the Parties subject to the
following terms and conditions as of the Effective Date:

1. Purpose; Services. Subject to the terms and conditions of this Agreement, Windscribe
contracts the services of Bellolandia. The contracted services that Beollolandia
undertakes to perform in favor of Windscribe consist of the realization of one (1) piece of
full 2D animated explainer video of the VPN services provided by the Company with a
length of 75 seconds in accordance with the Production Plan enclosed herein as Schedule
1 (the “Services”).

2. Delivery of Services. Services shall be performed and delivered with a high-quality

standard and in accordance with the style and no less than the quality provided previously
as reference by Windscribe to Bellolandia in the following link: [Note to Windscribe:
please insert link where Bellolandia should deliver the animation].

The Services will be delivered by Bellolandia through Google Drive in .mp4 1920 x 1080
in accordance with the technical specifications and characteristics established in the
Production Plan.

Any service not included within those provided for in this Agreement and in Schedule 1,
may be required by Windscribe and will be budgeted by Bellolandia and paid separately
by Windscribe.

3. Term of Provision of Services . The Services will be provided by Bellolandia beginning

on October 21, 2021 and will be delivered on December 17, 2021 (the “Term of

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 Provision of Services”). Notwithstanding the foregoing, the Parties may agree and
determine an extension to the Term of Provision of Services.

4. Work Meetings and Verifications. The Parties will have weekly work meetings, on the
day and the time indicated by Windscribe for this purpose, through any electronic means
agreed by the Parties.

Notwithstanding the foregoing, Windscribe may provide Bellolandia with suggestions,

indications and instructions in writing by sending them to the following e-mails:
info@bellolandia.com with a copy to: juanma@bellolandia.com, nacho@bellolandia.com
and viole@bellolandia.com.

In order to share and be able to access the different materials that are being developed,
the Parties will share them through a platform to be agreed between the parties. Only the
Parties and the people who work with them will have access to such platform. The Parties
commit to take all pertinent security measures to safeguard the due confidentiality of the
generated materials.

Furthermore, Windscribe is entitled to carry out reviews, inspections or verifications of

the provision of the Services, and for this it may designate certain persons to conduct
such inspections and/or verifications (the “Authorized Representatives”). Windscribe
will have to inform the names of the Authorized Representatives to Bellolandia by e-mail
to the e-mail addresses indicated in Section 14 of this Agreement. In this respect, once
Bellolandia receives the aforementioned e-mail, Bellolandia undertakes to allow access to
the corresponding Authorized Representatives, in good faith, to the materials and
Services that are being provided.

5. Human and Technical Resources for the Services. Bellolandia will be in charge of the
hiring and payment of all the human and technical resources necessary for the provision
of the Services and undertakes to hold Windscribe harmless from any claim, action or
demand in this regard. The parties are independent contractors, and nothing contained in
this Agreement shall be construed as creating any agency, partnership, joint venture or
other form of joint enterprise, employment, or fiduciary relationship between them.
Neither party shall be authorized to contract for or bind the other party in any manner
whatsoever.

The Parties will not contract the services, either directly or indirectly, from the service
providers and/or artists of the other Party. Likewise, Bellolandia undertakes not to
contact, induce, request, or indirectly persuade, by itself or as a partner, shareholder,
employee, agent, consultant, officer, manager, administrator or advisor of any natural or
legal person, any employee or supplier of Windscribe, with the purpose of requesting,
inducing or attempting to induce to terminate, renew, or not renew, their employment or
business relationship with Windscribe.

6. Intellectual Property Rights. Windscribe shall own, and Bellolandia hereby irrevocably
assigns to Windscribe, all rights and interest of every nature, kind and character in and to
the results and proceeds of the Services hereunder such that Windscribe shall have the

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 exclusive right in perpetuity, to utilize and exploit the Commercial Spot (and/or any
part(s) thereof) throughout the Universe in any and all media whether now in existence or
developed in the future. Bellolandia further acknowledges that all results and proceeds of
the Services shall be deemed to be “works made for hire” for Windscribe within the
meaning of the copyrights laws of United States and other applicable jurisdictions, and
Windscribe shall be deemed to be the sole author thereof in all territories and for all
purposes in perpetuity.

If for any reason it is determined that the Services provided by Bellolandia are not a
“work made for hire”, Bellolandia grants, assigns and transfers to Windscribe all rights,
titles and interests, including copyright and the exclusive right to any extension and
renewal thereof.

To the extent applicable, Bellolandia irrevocably assigns to Windscribe (or irrevocably

resigns, in the event that such assignment is not permitted by law) each and every one of
the benefits of the “moral rights”.

7. Confidentiality. All non-public, confidential or proprietary information of either party

(“Confidential Information”), including, but not limited to, information about such
party's business affairs, products, services, methodologies, confidential intellectual
property, trade secrets, third-party confidential information, and other sensitive or
proprietary information, disclosed by one party (the “Disclosing Party”) to the other
party (the “Receiving Party”), whether disclosed orally or disclosed or accessed in
written, electronic, or other form or media, or otherwise learned by the Receiving Party in
connection with this Agreement, and whether or not marked, designated, or otherwise
identified as "confidential," is confidential, solely for use in performing this Agreement
and may not be disclosed or copied unless authorized by the Disclosing Party in writing.
The Receiving Party shall protect and safeguard the confidentiality of the Disclosing
Party's Confidential Information with at least the same degree of care as the Receiving
Party would protect its own Confidential Information, but in no event with less than a
commercially reasonable degree of care. Confidential Information does not include any
information that: (a) is or becomes generally available to the public other than as a result
of the Receiving Party's breach of this Agreement; (b) is obtained by the Receiving Party
on a non-confidential basis from a third-party that was not legally or contractually
restricted from disclosing such information; (c) the Receiving Party establishes by
documentary evidence, was in its possession prior to the Disclosing Party's disclosure
hereunder; (d) was or is independently developed by the Receiving Party without using
any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed
under applicable federal, state or local law, regulation or a valid order issued by a court or
governmental agency of competent jurisdiction.

The Receiving Party shall be responsible for any breach of this Section 7 caused by any
of its employees, contractors, agents, or representatives. At any time during or after the
Term of Provision of Services, at the Disclosing Party's written request, the Receiving
Party shall promptly return, and shall require its Representatives to return to the
Disclosing Party all copies, whether in written, electronic or other form or media, of the
Disclosing Party's Confidential Information, or destroy all such copies and certify in

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 writing to the Disclosing Party that such Confidential Information has been destroyed.
Each party's obligations under this Section 7 will survive termination or expiration of this
Agreement for a period of two (2) years.

8. Fee; Payment Schedule. In consideration for the Services provided by Bellolandia,

Windscribe shall pay the total amount of USD75,000 plus any applicable taxes (United
States Dollars Seventy-Five Thousand) (the “Total Fee”).

Windscribe acknowledges and agrees that the obligation undertaken under the Agreement
to make payments of the Total Fee in USD, is essential under the Agreement and for
Bellolandia. Consequently, any obligation of Windscribe to make payments under the
Agreement will not be novated, discharged or satisfied by any tender, in any currency
other than USD and paid in the account to be indicated by Bellolandia.

The Total Fee shall be paid in three installments according to the following detail:

(i) 40% (forty percent) of the Total Fee; that is the sum of USD30,000 (United States
Dollars Thirty Thousand) by no later than October 18, 2021.

(ii) 40% (forty percent) of the Total Fee; that is the sum of USD30,000 (United States
Dollars Thirty Thousand) by no later than November 22, 2021. This payment will be
conditional upon the submission from Bellolandia to Windscribe the following
milestone:

Milestone:

On November 11, 2021, Bellolandia shall send to Windscribe the character

animations related to the Commercial Spot conducted as of such date as a preview of
the Services. Windscribe shall review and approve the quality of said preview of the
Services. Two iterations of comments and feedback from Windscribe shall be taken
into consideration by Bellolandia before the approval and payment of the Mileston 1.
Any changes to the content or dates of the Milestone 1 are to be agreed by the Parties.

(iii) 20% (twenty percent) of the Total Fee; that is the sum of USD15,000 (United
States Dollars Fifteen Thousand) by no later than December 20, 2021 upon
completion and duly delivering of the Services. It is understood by the Parties that the
Services will be concluded as soon as Bellolandia delivers the Commercial Spot to
Windscribe in the manner set forth herein, to the satisfaction of Windscribe,
complying with the quality of the Services.

All payments of the Total Fee hereunder shall be made in USD by transfer to the account
indicated below (or to any other bank account as may be indicated by Bellolandia in the
future):

Account holder: Ignacio Malter Terrada

Routing number: 084009519
Account number: 9600000000384564
Account type: Checking

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 Address: TransferWise, 19 W 24th Street, New York NY 10010, United States

If Windscribe fails to timely transfer the corresponding part of the Total Fee in the dates
indicated above, for any reason imputable to Windscribe, Bellolandia may suspend
performance for all Services until payment has been made in full.

9. Representations and Warranties. Each Party represents and warrants to the other Party
that: (a) it has the full right, power, and authority to enter into this Agreement, to grant
the rights granted hereunder and to perform its obligations hereunder; and (b) when
executed and delivered by such party, this Agreement will constitute the legal, valid and
binding obligation of such party, enforceable against such party in accordance with its
terms.

Furthermore, Bellolandia represents and warrants to Windscribe that: (a) it shall perform
the Services in a professional and workmanlike manner in accordance with commercially
reasonable industry standards for similar services; and (b) the Services shall conform in
all material respects with the specifications and will be performed to Windscribe's
reasonable satisfaction.

10. Absence of Obligation to Use. The fact that Windscribe accepts this Offer does not
oblige Windscribe to produce and/or commercialize the Commercial Spot and neither
does it oblige Windscribe to use the Commercial Spot and/or Services object of this
Agreement.

11. Authorization. Windscribe hereby authorizes Bellolandia to: (i) publish and show in the
reel and/or social network of Bellolandia the Commercial Spot in order to promote and
advertise its work; and/or (ii) any other content that is previously agreed and authorized
by Windscribe. Windsrcibe will have no rights to claim any sort of damages, cease of use
or any other action in law for the publication of the Commercial Spot or any other content
by Bellolandia in accordance with point (i) and/or (ii) above.

12. Termination for Cause. This Agreement may only be terminated by either Party for
cause. Either party may terminate this Agreement, effective upon written notice to the
other party (the “Defaulting Party”), if the Defaulting Party: (a) breaches this
Agreement, and such breach is incapable of cure, or with respect to a breach capable of
cure, the Defaulting Party does not cure such breach within ten (10) days after receipt of
written notice of such breach; (b) becomes insolvent; (c) admits its inability to pay its
debts generally as they become due; (d) becomes subject to any bankruptcy proceeding;
(e) is dissolved or liquidated; or (f) makes a general assignment for the benefit of
creditors.

Upon expiration or termination of this Agreement for any reason, (a) Bellolandia shall: (i)
deliver to Windscribe all documents, work product, and other materials, whether or not
complete, prepared by or on behalf of Bellolandia in the course of performing the
Services for which Windscribe has paid; and (b) each Party shall return to the other party
or destroy, at the other party's discretion, all documents and tangible materials (and any

6
 copies, physical or electronic) containing, reflecting, incorporating or based on the other
Party's Confidential Information and certify in writing that it has done so.

13. Notices. Except in those cases in which this Agreement establishes a different way to
deliver notices to the other Party, all notices under this Agreement shall be in writing and
shall be deemed given upon personal delivery, facsimile transmission with electronic
confirmation of transmission, three (3) days following delivery by internationally
recognized overnight courier service, or seven (7) days after sending by certified or
registered mail, postage prepaid and return receipt requested, to the following addresses
or facsimile numbers of the respective Parties or such other address or facsimile number
as given by notice under this Section 14:

BELLOLANDIA:
Coronel Obarrio N° 1003
San Isidro, Province of Buenos Aires
Argentina
Att. Juan Manuel Sobrado / Ignacio Malter Terrada
E-mail: info@bellolandia.com, juanma@bellolandia.com, nacho@bellolandia.com and
viole@bellolandia.com

WINDSCRIBE: [Note to Windscribe: Please confirm/provide information below]

[9251 Yonge St #8901, Richmond Hill
ON L4C 9T3, Canada]
Att. [•]
E-mail: [•]

14. Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or
obligations under this Agreement, without the prior written consent of the other Party,
which consent shall not be unreasonably withheld or delayed. No assignment shall relieve
the assigning Party of any of its obligations hereunder. Any attempted assignment,
transfer or other conveyance in violation of the foregoing shall be null and void.

15. Amendment and Modification; Waiver . This Agreement may be amended, modified,
or supplemented only by an agreement in writing signed by each Party hereto. No failure
to exercise any rights, remedy, power or privilege (“Right(s)”) arising from this
Agreement shall operate or be construed as a waiver thereof. No single or partial exercise
of any Right hereunder precludes any other or further exercise thereof or the exercise of
any other Right.

16. Severability. No invalidity, illegality, or unenforceability of any provision herein in any

jurisdiction, shall affect any other term or provision of this Agreement or invalidate or
render such provision unenforceable in any other jurisdiction. If any provision is
determined to be invalid, illegal, or unenforceable, the parties hereto shall negotiate in
good faith to modify this Agreement so as to affect the original intent of the Parties as
closely as possible.

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17. Governing Law; Submission to Jurisdiction . This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein without giving effect to any choice or conflict of law provision or rule
that would cause the application of laws of any other jurisdiction. Any legal suit, action,
or proceeding arising out of or related to this Agreement or the Services provided
hereunder shall be instituted exclusively in courts of the Province of Ontario, and each
party irrevocably: (a) submits to the exclusive jurisdiction of such courts; and (b) waives
any objection to such courts based on venue or inconvenience; and (c) waives any right to
trial by jury. Service of process, summons, notice or other document by mail to such
party's address set forth herein shall be effective service of process for any suit, action, or
other proceeding brought in any such court.

*** End of Annex I ***

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 SCHEDULE 1
PRODUCTION PLAN

Technical specifications of the Services:

1 piece of full 2D animation will be made consisting of:

 an animated explainer video of the VPN services provided by the Company;

 with a length of 75 seconds.

Services and Payment Schedules: