Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into as of this 16th day of November 2022, by and between Rumble
Inc., a Delaware corporation (the “Company”), and Tyler Hughes (“Executive”).


 


W I T N E S S E T H:


 


WHEREAS, Executive is currently
employed by the Company as its Chief Operating Officer; and


 


WHEREAS, Executive is a party
to an employment agreement with Rumble Canada Inc. dated July 26, 2021 (the “Prior Agreement”); and


 


WHEREAS, the Company desires
to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desires to enter into this
Agreement and to accept such employment, subject to the terms and provisions of this Agreement.


 


NOW, THEREFORE, in consideration
of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are mutually acknowledged, the Company and Executive hereby agree as follows:


 


Section 1.
Definitions.


 


(a) “Accrued Obligations”
shall mean (i) all accrued but unpaid Base Salary and vacation pay through the date of termination of Executive’s employment,
(ii) any unpaid or unreimbursed expenses incurred in accordance with ‎Section 7
hereof that are owing through the date of termination of Executive’s employment, and (iii) any benefits provided under the
Company’s employee benefit plans (excluding any employee benefit plan providing for severance or similar benefits), in accordance
with the terms contained therein, through the date of termination of Executive’s employment.


 


(b) “Agreement”
shall have the meaning set forth in the preamble hereto.


 


(c) “Annual Bonus”
shall have the meaning set forth in Section 4(b) hereof.


 


(d) “Award” shall
have the meaning set forth in the Equity Plan.


 


(e) “Base
Salary” shall mean the salary provided for in ‎Section 4(a)
hereof or any increased salary granted to Executive pursuant to ‎Section 4(a)
hereof.


 


(f) “Board”
shall mean the Board of Directors of the Company.


 


(g) “Cause”
shall mean Executive’s willful misconduct, disobedience, and/or willful neglect of duty that is not trivial and has not been condoned
by the Company.


 


(h) “Code”
shall mean the Ontario Human Rights Code as may be amended or replaced from time to time.


 



     


     


    

 


(i) “Company”
shall have the meaning set forth in the preamble hereto.


 


(j) “Company Group”
shall mean the Company together with any direct or indirect subsidiaries of the Company.


 


(k) “Compensation
Committee” shall mean the Board or the committee of the Board designated to make compensation decisions relating to senior
executive officers of the Company Group.


 


(l) “Disability”
shall mean any physical or mental disability or infirmity of Executive that prevents the performance of Executive’s duties for a
period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve (12) month
period. Any question as to the existence, extent, or potentiality of Executive’s Disability upon which Executive and the Company
cannot agree shall be determined by a qualified, independent physician selected by the Company and approved by Executive (which approval
shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.


 


(m) “ESA”
shall mean the Ontario Employment Standards Act, 2000, as may be amended or replaced from time to time.


 


(n) “Equity Plan”
shall mean the Rumble Inc. 2022 Stock Incentive Plan, as amended from time to time.


 


(o) “Executive”
shall have the meaning set forth in the preamble hereto.


 


(p) “Good Reason”
shall mean, without Executive’s consent, (i) a material diminution in Executive’s title, duties, or responsibilities
as set forth in ‎Section 3 hereof, (ii) a material reduction in Base
Salary set forth in ‎Section 4(a) hereof or Annual Bonus opportunity set
forth in Section 4(b) hereof (other than pursuant to an across-the-board reduction applicable to all similarly situated executives),
(iii) the relocation of Executive’s principal place of employment (as provided in ‎Section 3(c)
hereof) more than fifty (50) miles from its current location, or (iv) any other material breach of a provision of this Agreement
by the Company (other than a provision that is covered by clause (i), (ii), or (iii) above). Executive acknowledges and agrees that Executive’s
exclusive remedy in the event of any breach of this Agreement shall be to assert Good Reason pursuant to the terms and conditions of
‎Section 8(e). Notwithstanding the foregoing, during the Term, in the event
that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may,
in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder, and in no event shall any
such suspension constitute an event pursuant to which Executive may terminate employment with Good Reason or otherwise constitute a breach
hereunder; provided, that no such suspension shall alter the Company’s obligations under this Agreement during such period
of suspension.


 


(q) “Person”
shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust
(charitable or non-charitable), unincorporated organization, or other form of business entity.


 






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(r) “Prior Agreement”
shall have the meaning set forth in the recitals hereto.


 


(s) “Release
of Claims” shall mean the Release of Claims in substantially the same form attached hereto as Exhibit A (as
the same may be revised from time to time by the Company upon the advice of counsel).


 


(t) “Restrictive
Covenant Agreement” shall mean any agreement between Executive and any member of the Company Group related to confidentiality,
inventions assignment, non-competition, non-solicitation or similar restrictions.


 


(u) “Severance
Benefits” shall have the meaning set forth in ‎Section 8(g)
hereof.


 


(v) “Severance
Term” shall mean the twelve (12) month period following Executive’s termination by the Company without Cause (other
than by reason of death or Disability) or by Executive for Good Reason. The twelve (12) month period shall be calculated from the date
of termination specified in the written notice of termination issued to Executive by the Company, or from the date on which the Company’s
written notice of termination is deemed to have been given to Executive by the Company.


 


(w) “Term”
shall mean the period specified in ‎Section 2 hereof.


 


(x) “Termination
Date” shall mean the later of: (i) the last day on which Executive performs active service for the Company, and (ii) the
end of only such minimum period of notice of termination, if any, which may be required by the ESA.


 


Section 2.
Acceptance and Term.


 


The Company agrees to employ
Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. The Term shall commence on the date
hereof and shall continue indefinitely until terminated as provided in ‎Section 8 hereof.


 


Section 3.
Position, Duties, and Responsibilities; Place of Performance.


 


(a) Position,
Duties, and Responsibilities. During the Term, Executive shall be employed and serve as the Chief Operating Officer of the Company
(together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time)
and shall have such duties and responsibilities commensurate with such title. Executive also agrees to serve as an officer and/or director
of any other member of the Company Group, in each case without additional compensation. Executive acknowledges and agrees that the Company
may cause his employer to be a directly or indirectly wholly-owned Canadian subsidiary of the Company, in which case, the Company may
cause all compensation and benefits provided hereunder to be provided by such subsidiary, provided, however that Executive
shall continue to serve as the Chief Operating Officer of the Company and the Company shall continue to be liable for all of the Company’s
obligations under this Agreement.


 






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(b) Performance.
Executive shall devote Executive’s full business time, attention, skill, and best efforts to the performance of Executive’s
duties under this Agreement and shall not engage in any other business or occupation during the Term, including, without limitation, any
activity that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with
the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise
of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving,
with the prior written consent of the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case
of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community
affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities
set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate,
with the performance of Executive’s duties and responsibilities hereunder.


 


(c) Principal
Place of Employment. Executive’s principal place of employment shall be in Toronto, Canada, although Executive understands and
agrees that Executive may be required to travel from time to time for business reasons.


 


Section 4.
Compensation.


 


During the Term, Executive
shall be entitled to the following compensation:


 


(a) Base
Salary. Effective as of October 1, 2022, Executive shall be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, of not less than CDN$532,731, with increases, if any, as may be approved in writing by the Compensation
Committee.


 


(b) Annual
Bonus. Executive shall be eligible for an annual incentive bonus award determined by the Compensation Committee in respect of each
fiscal year during the Term (the “Annual Bonus”). The target Annual Bonus for each fiscal year shall be
50% of Base Salary and the maximum Annual Bonus for each fiscal year shall be 100% of Base Salary, with the actual Annual Bonus payable
being based upon the level of achievement of annual Company and individual performance objectives for such fiscal year, as determined
by the Compensation Committee and communicated to Executive, and pro-rated for any partial year of service. The Annual Bonus shall be
paid to Executive at the same time as annual bonuses are generally payable to other senior executives of the Company. Executive must be
employed through the date on which the Annual Bonus is paid in order to earn and receive the Annual Bonus, except as otherwise provided
for in this Agreement. For greater clarity, in the event Executive’s employment ends (whether lawfully, unlawfully, with or without
Cause, or in breach of contract), Executive shall only be entitled to earn and receive the Annual Bonus, if any, until the Termination
Date. If payment of the Annual Bonus does not occur on or before the Termination Date, Executive shall not be entitled to any compensation,
or have any claim to damages, for the loss of any rights or benefits related to the Annual Bonus, except as otherwise provided for in
this Agreement. If a court were ever to award Executive common law reasonable notice, except for only such minimum entitlements as may
be required by the ESA, any payment in lieu of common law reasonable notice shall be calculated excluding the Annual Bonus.


 






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(c) Equity
Compensation. During the Term, Executive shall be eligible to participate in the Equity Plan (or any successor plan thereto), as determined
by the Compensation Committee in its sole discretion from time to time. The amount and the terms and conditions of any such Awards shall
be governed by the Equity Plan and an award agreement evidencing such Award. For the avoidance of doubt, nothing herein shall entitle
Executive to any specific Award or any specific terms applicable to such Award. Executive must be employed through the date on which any
Award vests, except as otherwise provided for in this Agreement. For greater clarity, in the event Executive’s employment ends (whether
lawfully, unlawfully, with or without Cause, or in breach of contract), Executive shall only be entitled to vesting of any Award until
the Termination Date. If any Award issued to Executive does not vest on or before the Termination Date, Executive shall not be entitled
to any compensation, or have any claim to damages, for the loss of any rights or benefits related to the Award, except as otherwise provided
for in this Agreement. If a court were ever to award Executive common law reasonable notice, except for only such minimum entitlements
as may be required by the ESA, any payment in lieu of common law reasonable notice shall be calculated excluding any Award.


 


Section 5.
Employee Benefits.


 


During the Term, Executive
shall be entitled to participate in health, insurance, retirement, and other benefits provided generally to similarly situated employees
of the Company. The Company’s sole obligation in respect of such benefits is the payment of premiums, if any, associated with this
coverage. Executive shall also be entitled to the same number of holidays, vacation days, and sick days, as well as any other benefits,
in each case as are generally allowed to similarly situated employees of the Company and as may be required by the ESA. Nothing
contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or
policy at any time without providing Executive notice, and the right to do so is expressly reserved.


 


Section 6.
Key-Man Insurance.


 


At any time during the Term,
the Company shall have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and with such terms,
as it may determine. All premiums payable thereon shall be the obligation of the Company. Executive shall have no interest in any such
policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying all information
required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed on Executive
by any such documents.


 


Section 7.
Reimbursement of Business Expenses.


 


During the Term, the Company
shall pay (or promptly reimburse Executive) for documented, out-of-pocket expenses reasonably incurred by Executive in the course of performing
Executive’s duties and responsibilities hereunder, which are consistent with the Company’s policies in effect from time to
time with respect to business expenses, subject to the Company’s requirements with respect to reporting of such expenses.


 






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Section 8.
Termination of Employment.


 


(a) General.
Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company in writing and
agreed upon in writing by Executive, Executive shall be deemed to have resigned from any and all directorships, committee memberships,
and any other positions Executive holds with the Company or any other member of the Company Group and hereby agrees to execute any documents
that the Company (or any member of the Company Group) determines necessary to effectuate such resignations.


 


(b) Termination
Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. Subject to the
provisions of the Code, the Company may terminate Executive’s employment immediately upon the occurrence of a Disability,
such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or
in the event that Executive’s employment is terminated due to Executive’s Disability, Executive or Executive’s estate
or Executive’s beneficiaries, as the case may be, shall be entitled to:


 


(i) The
Accrued Obligations;


 


(ii) Continued
participation in the Company’s group benefit plans in which Executive participated immediately prior to termination, where required
to do so under the ESA, and for only such minimum time as required under the ESA;


 


(iii) Only
such minimum working notice of termination or pay in lieu thereof and, upon conclusion of the notice of termination or pay in lieu period,
only such minimum severance pay as may be required by the ESA; and


 


(iv) Any
unpaid Annual Bonus in respect of any completed fiscal year that has ended on or before the Termination Date, which amount shall be paid
at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half
(21⁄2) months following the last day of the fiscal year in which such termination occurred.


 


Following Executive’s death or a termination
of Executive’s employment by reason of a Disability, except as set forth in this ‎Section 8(b), Executive shall have no
further rights to any compensation or any other benefits under this Agreement.


 


(c) Termination
by the Company with Cause.


 


(i) The
Company may terminate Executive’s employment with Cause, effective upon Executive’s receipt of written notice of such termination.


 


(ii) In
the event that the Company terminates Executive’s employment with Cause, Executive shall be entitled only to the Accrued Obligations.
Following such termination of Executive’s employment with Cause, Executive shall have no further rights to any compensation or any
other benefits under this Agreement.


 






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(d) Termination
by the Company without Cause. The Company may terminate Executive’s employment without Cause, effective upon Executive’s
receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause
(other than due to death or Disability), Executive shall be entitled to:


 


(i) The
Accrued Obligations;


 


(ii) Continued
participation in the Company’s group benefit plans in which Executive participated immediately prior to termination, where required
to do so under the ESA, and for only such minimum time as required under the ESA;


 


(iii) Continued
participation in the Company’s health and dental plans for the combined period during which Executive is in receipt of the ESA
Payment and the Severance Payment, subject to the plan administrator’s approval;


 


(iv) Only
such minimum working notice of termination or pay in lieu thereof and, upon conclusion of the notice of termination or pay in lieu period,
only such minimum severance pay as may be required by the ESA (the “ESA Payment”);


 


(v) An
additional payment (the “Severance Payment”) which, when combined with the ESA Payment, shall be the
equivalent of 12 months of Executive’s Base Salary. In no case shall the combined amount of the ESA Payment and the Severance
Payment exceed 12 months of Executive’s Base Salary;


 


(vi) Any
unpaid Annual Bonus in respect of any completed fiscal year that has ended on or before the Termination Date, which amount shall be paid
at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half
(21⁄2) months following the last day of the fiscal year in which such termination occurred;


 


(vii) The
target Annual Bonus Executive would have received for the calendar year in which such termination occurs had Executive remained employed
by the Company Group during the entire year, prorated to reflect the number of days Executive was employed during the calendar year, which
amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date
that is two and one-half (21⁄2) months following the last day of the fiscal year in which such termination occurred;


 


(viii) The
target Annual Bonus for the year of termination, payable during the Severance Term in accordance with the Company’s regular payroll
practices; and


 


(ix) Continued
vesting during the Severance Term of any time-based Awards granted under the Equity Plan that are outstanding and unvested as of the Termination
Date.


 


It is understood and agreed that any severance
pay to which Executive may be entitled as part of the ESA Payment may be paid in installments (i.e. through salary continuation)
pursuant to section 66(1) of the ESA. The Severance Payment may likewise be paid out as a lump sum or in installments at the Company’s
sole discretion.


 






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Notwithstanding the foregoing, the payments and
benefits described in clauses (iii), (v), (vi), (vii), (viii) and (ix) above shall immediately terminate, and the Company shall have no
further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Restrictive Covenant
Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this ‎Section 8(d),
Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s
sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the payments and benefits
set forth in this Section 8(d).


 


(e) Termination
by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason by providing the Company ten
(10) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice,
to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such ten (10) day notice
period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective
upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in ‎Section 8(d)
hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in ‎Section 8(d)
hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this ‎Section 8(e),
Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s
sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the payments and benefits set forth in
Section 8(d) hereof.


 


(f) Termination
by Executive without Good Reason. Executive may terminate Executive’s employment without Good Reason by providing the Company
thirty (30) days’ written notice of such termination. In the event of a termination of employment by Executive under this ‎Section 8(f),
Executive shall be entitled only to the Accrued Obligations. In the event of termination of Executive’s employment under this ‎Section 8(f),
the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization
of such termination as a termination by Executive without Good Reason. Following such termination of Executive’s employment by Executive
without Good Reason, except as set forth in this ‎Section 8(f), Executive
shall have no further rights to any compensation or any other benefits under this Agreement.


 


(g) Release.
Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection (b),
(d), or (e) of this ‎Section 8 in excess of such minimum termination entitlements
as may be prescribed by the ESA (other than the Accrued Obligations) (collectively, the “Severance Benefits”)
shall be conditioned upon Executive’s execution and delivery to the Company of the Release of Claims within one (1) week following
the date of Executive’s termination of employment hereunder. If Executive fails to execute the Release of Claims in such a timely
manner Executive shall not be entitled to any of the Severance Benefits. For the avoidance of doubt, in the event of a termination due
to Executive’s death or Disability, Executive’s obligations herein to execute the Release of Claims may be satisfied on Executive’s
behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.


 






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Section 9.
Representations and Warranties of Executive.


 


Executive represents and warrants
to the Company that—


 


(a) Executive
is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions
hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive
may be bound;


 


(b) Executive
has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition,
or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and


 


(c) in
connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive
may have obtained in connection with employment with any prior employer.


 


Section 10.
Taxes.


 


The Company may withhold from
any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social insurance taxes,
as shall be required by law. Executive acknowledges and represents that the Company has not provided any tax advice to Executive in connection
with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive’s own tax advisors regarding
this Agreement and payments that may be made to Executive pursuant to this Agreement.


 


Section 11.
Set Off; Mitigation.


 


The Company’s obligation
to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim, or recoupment
of amounts owed by Executive to the Company or its affiliates; provided, however, that to the extent any amount so subject
to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off, counterclaim, or recoupment shall not modify
the applicable payment date of any installment, and to the extent an obligation cannot be satisfied by reduction of a single installment
payment, any portion not satisfied shall remain an outstanding obligation of Executive and shall be applied to the next installment only
at such time the installment is otherwise payable pursuant to the specified payment schedule. Executive shall not be required to mitigate
the amount of any payment or benefit provided pursuant to this Agreement by seeking other employment or otherwise, and the amount of any
payment or benefit provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Executive’s
other employment or otherwise.


 


Section 12.
Physical or Mental Disability or Infirmity.


 


Notwithstanding anything herein
to the contrary, and subject to the requirements of the Code, during any portion of the Term in which Executive is unable to perform
the essential duties and responsibilities of Executive’s position as a result of a physical or mental disability or infirmity (after
taking into account any reasonable accommodations) (such period being, a “Medical Leave of Absence”), unless
otherwise determined by the Company, Executive shall only be entitled to the payments and benefits, if any, that Executive is then-eligible
to receive pursuant to the Company Group’s short-term and long-term disability policies as in effect at such time (and, for the
avoidance of doubt, Executive shall not accrue any other compensation or bonus, or vest in any compensation, during a Medical Leave of
Absence, except as provided in such policy). Further, in no event shall any changes to Executive’s duties, responsibilities, compensation
or benefits, or the appointment of an interim replacement, in each case, during the pendency of a Medical Leave of Absence give rise to
Good Reason pursuant to this Agreement or otherwise.


 






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Section 13.
Successors and Assigns; No Third-Party Beneficiaries.


 


(a) The
Company. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement
nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person without Executive’s
prior written consent (which shall not be unreasonably withheld, delayed, or conditioned). Executive understands and expressly agrees
that in the event Executive does not consent to the assignment of this Agreement, or any of the rights, obligations or interests hereunder,
Executive’s employment with the Company will terminate and Executive shall receive only such minimum entitlements, if any, as may
be required by the ESA. Executive further understands and expressly agrees that the provision of only such minimum entitlements
as may be prescribed by the ESA shall fully satisfy any common law, contractual, and statutory rights Executive may have, including
without limitation, to notice of termination of employment, or pay in lieu of such notice, severance pay, and benefit continuation.


 


(b) Executive.
Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without
the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive
hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if
there be no such designee, to Executive’s estate.


 


(c) No
Third-Party Beneficiaries. Except as otherwise set forth in ‎Section 8(b) or ‎Section 13(b)
hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Company, the other members
of the Company Group, and Executive any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision
of this Agreement.


 


Section 14.
Waiver and Amendments.


 


Any waiver, alteration, amendment,
or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto;
provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s
behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect
to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing
waiver.


 


Section 15.
Severability.


 


If any covenants or such other
provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the
remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be
deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision hereof.


 


Section 16. Governing
Law and Jurisdiction.


 


This Agreement shall be exclusively
governed by and interpreted in accordance with the laws of the Province of Ontario. The parties expressly agree to attorn to the exclusive
jurisdiction of the adjudicators, courts and tribunals in the Province of Ontario and that no action or claim may be commenced in any
other jurisdiction in respect of this Agreement (including but not limited to issues relating to its interpretation, application, enforcement
or termination), the relationship between the parties or the cessation thereof.


 






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Section 17. Notices.


 


(a) Place
of Delivery. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered
to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered
to the other party as herein provided; provided, that unless and until some other address be so designated, all notices and communications
by Executive to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices and communications
by the Company to Executive may be given to Executive personally or may be mailed to Executive at Executive’s last known address,
as reflected in the Company’s records.


 


(b) Date
of Delivery. Any notice so addressed shall be deemed to be given or received (i) if delivered by hand, on the date of such delivery,
(ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed
by registered or certified mail, on the third business day after the date of such mailing.


 


Section 18. Section
Headings.


 


The headings of the sections
and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the
meaning or interpretation of this Agreement or of any term or provision hereof.


 


Section 19. Entire
Agreement.


 


This Agreement and the Restrictive
Covenant Agreement, together with any exhibits attached hereto, constitute the entire understanding and agreement of the parties hereto
regarding the employment of Executive. This Agreement and the Restrictive Covenant Agreement supersede all prior negotiations, discussions,
correspondence, communications, understandings, and agreements between the parties relating to the subject matter of this Agreement, including,
without limitation, the Prior Agreement.


 


Section 20. Survival
of Operative Sections.


 


Upon any termination of Executive’s
employment, the provisions of ‎Section 8 through Section 21 of this Agreement (together with any related definitions set
forth in ‎Section 1 hereof) shall survive to the extent necessary to give effect to the provisions thereof.


 


Section 21. Counterparts.


 


This Agreement may be executed
in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the
same instrument. The execution of this Agreement may be by actual signature or by signature delivered by facsimile or by e-mail as a portable
document format (.pdf) file or image file attachment.


 


*   *   *


 


[Signatures to appear on the following page(s).]


 






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IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first above written.


 


	 	RUMBLE INC.
	 	 
	 	/s/
    Christopher Pavlovski
	 	By: 	Christopher Pavlovski
	 	Title: 	Chief Executive Officer
	 	 
	 	EXECUTIVE
	 	 
	 	/s/
    Tyler Hughes
	 	Tyler Hughes



 


[Signature Page to Tyler Hughes Employment Agreement]


 






    12 


     


    

Exhibit
A


 


RELEASE OF CLAIMS


 


IN CONSIDERATION of the terms and conditions
of settlement set out in the Employment Agreement, by and between Rumble Inc. (the “Company”) and me, Tyler Hughes,
dated November __, 2022(the “Settlement”), and other good and valuable consideration, the receipt and sufficiency
of which is acknowledged, I, on behalf of myself, my heirs, successors, administrators and assigns (collectively referred to as the “Releasor”)
release and forever discharge the Company, along with any parent, subsidiary, affiliated and associated person or entity, and together
with all respective officers, directors, employees, servants and agents and their successors, administrators and assigns (collectively
referred to as the “Releasee”), jointly and severally from any claim I may now have, or may hereinafter have, whether
known or unknown at the time of signing this Release of Claims, in any way relating to my recruitment, engagement, hiring, or employment
by, or the cessation of my engagement or employment with, the Releasee. For purposes of clarity, this includes, but is not limited to,
any claim, demand, action, cause of action, contract, covenant, whether express or implied for, or related to group insurance benefits
(including disability benefits, loss of benefits, or failure to provide benefits) bonus payment(s), vacation pay, notice of termination
or pay in lieu, severance pay, indemnity, costs, interest, and/or loss or injury of every nature and kind whatsoever and howsoever
arising, whether statutory or otherwise and specifically including, but not limited to, any claim under each of the Ontario Employment
Standards Act, 2000, Human Rights Code, Labour Relations Act, Pay Equity Act and the Occupational Health and
Safety Act, and any similar or successor legislation which may hereinafter be enacted.


 


AND FOR THE SAID CONSIDERATION, I hereby
confirm I have considered whether I may have, and confirm I do not have an existing, planned or possible claim against the Releasee pursuant
to the Ontario Human Rights Code, and I seek no right or remedy in respect of any such claim.


 


AND FOR THE SAID CONSIDERATION, I further
acknowledge, covenant and warrant I have not filed with any court, tribunal, commission or agency, etc., including, but not limited
to, the Employment Standards Branch of the Ministry of Labour, Ontario Labour Relations Board, Human Rights Tribunal of Ontario or Pay
Equity Commission of Ontario, any claim, complaint or application, and if such a claim, complaint or application has been filed, this
Release of Claims, entered into freely and without duress, constitutes a full and final bar and/or answer to such claim, complaint or
application. For clarity, I agree that, as a condition of the Settlement, I will take all necessary steps to ensure the withdrawal or
dismissal of such claim, complaint or application.


 


AND FOR THE SAID CONSIDERATION, I further
acknowledge, covenant and agree that in the event I should hereafter make any claim, complaint, application or demand or take any action
or proceeding against the Releasee in connection with any matter covered by this Release of Claims, or threaten to do so, this document
may be raised as an estoppel and complete bar to any such claim, complaint, demand, action or proceeding, and I will be liable to the
Releasee for its costs and expenses, including reasonable legal fees, incurred in responding thereto.


 






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AND FOR THE SAID CONSIDERATION, I further
acknowledge, covenant and agree I shall not make any claim, demand, complaint, or commence any action or proceeding in connection with
any matter covered by this Release of Claims against any other person who might claim contribution or indemnity from the Releasee by virtue
of the said claim or proceeding. I agree that if any such claim, demand, action or proceeding is made by me or on my behalf, the Releasee
may raise this document as an estoppel and complete bar to any such claim, demand, complaint or proceeding, and I will be liable to the
Releasee for its costs and expenses, including reasonable legal fees, incurred in responding thereto.


 


AND FOR THE SAID CONSIDERATION, I further
acknowledge, covenant and agree to save harmless and indemnify the Releasee from and against all claim, charge, tax, penalty or demand
which may be made by the Canada Revenue Agency requiring the Releasee to pay income tax, a charge, a tax, or a penalty under any law including,
but not limited to, the Income Tax Act (Canada), in respect of amount paid to me, in excess of income tax withheld, and in respect
of any claim, charge, tax or penalty and demand which may be made on behalf of or related to the Employment Insurance Commission and Canada
Pension Commission or any other government agency or commission under the applicable statutes and regulations with respect to any amounts
which may in the future be found to be payable by the Releasee in respect of the Releasor.


 


AND FOR THE SAID CONSIDERATION, I further
acknowledge, covenant and agree that during my engagement or employment I acquired business, operational, financial, technical and other
information, which is confidential and proprietary in nature, belonging to the Releasee, its clients or customers and employees (the “Confidential
Information”). I expressly acknowledge the release of any Confidential Information would constitute a significant detriment
to the Releasee. I confirm I shall continue to hold all Confidential Information confidential following the cessation of my engagement
or employment with the Releasee and I shall not use or disclose any Confidential Information in any manner without the express, prior,
written permission of the Releasee. I also confirm I shall continue to abide by the terms of any Restrictive Covenant Agreement (as defined
in my Employment Agreement), including without limitation, any and all terms related to confidentiality, inventions assignment, non-competition,
and non-solicitation following the cessation of my engagement or employment with the Releasee.


 


AND FOR THE SAID CONSIDERATION, I further
acknowledge, covenant and agree, despite the cessation of my engagement or employment, I will not disclose the terms of the Settlement
or this Release of Claims to anyone, save for immediate family members (on their agreement to abide by this confidentiality provision),
legal or financial advisor(s) or as required by law.


 


I AGREE AND ACKNOWLEDGE the consideration
provided by the Releasee herein is not deemed to be an admission of liability on the part of the Releasee.


 


I AGREE AND ACKNOWLEDGE in the event any
provision, or part thereof, of this Release of Claims is deemed void, invalid or unenforceable by a court of competent jurisdiction, the
remaining provisions shall remain in full force and effect.


 


I ACKNOWLEDGE AND CONFIRM I have been afforded
sufficient opportunity to obtain independent legal advice with respect to the details of the Settlement and this Release of Claims. I
further confirm I have read this Release of Claims, understand it, and am executing it voluntarily and without duress having been afforded
the opportunity to obtain legal advice and having either received such advice or chosen not to do so.


 






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IN WITNESS WHEREOF, the Releasor
has duly executed this Release of Claims this ___ day of _________, 20__, in the presence of the witness whose signature is subscribed
below.


 


	 	 	 
	Witness	 	Tyler Hughes


 


To be executed following
termination of employment.


 


 


A-3