Exhibit 10.3


 





 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(this "Agreement"), dated as of September 26, 2014 (the "Effective Date"), is made by and between
Zenovia Digital Exchange Corporation, a Delaware corporation (the "Company"), and John Shomaker, ("Employee")
based upon the following:


 


RECITALS


 


WHEREAS, the Company
wishes to retain the services of Employee, and Employee wishes to render services to the Company, as its Chief Operating Officer;
and


 


WHEREAS, the Company
and Employee wish to set forth in this Agreement the duties and responsibilities that Employee has agreed to undertake on behalf
of the Company.


 


THEREFORE, in consideration
of the foregoing and of the mutual promises contained in this Agreement, the Company and Employee (who are sometimes individually
referred to as a "Party" and collectively referred to as the "Parties") agree as follows:


 


AGREEMENT


 


TERM. The
term of Employee's employment under this Agreement shall commence effective as of the Effective Date and shall continue unless
earlier terminated pursuant to Section.  8 (the "Term"). The Company agrees to employ Employee on an at-will
basis. This Agreement may be terminated at any time by either party, without limitation, by the provision of notice or termination
of this Agreement to the other party fifteen (15) days in advance, except as permitted upon termination for "Cause"
as set forth in Section 8.


 


2.            GENERAL
DUTIES. Employee shall report to the Company's Chief Executive Officer and shall devote his entire productive time, ability,
and attention to the Company's business during the Term of this Agreement. Employee shall be primarily responsible for the duties
set forth on Exhibit A attached hereto. Employee shall do and perforrn all services, acts, or things necessary or advisable to
discharge his duties under this Agreement, and such other duties as are commonly performed by an employee of his rank or which
may, from time to time, be prescribed by the Company, the Company's board of directors (the "Board"), and/or
the Company's executives.


 


3.            COMPENSATION. 


 


(a)            
Base Salary. So long as Employee's employment continues hereunder, the Company shall pay to Employee an annual
base salary in the amount of $250,000.00 per year ("Base Salary") and shall be paid to Employee in accordance
with the periodic payroll practices of the Company for employees.


 


(b)            
Bonus Plan. Employee shall have the right to participate in a merit-based bonus plan as approved by the Board
pursuant to which Employee shall have the opportunity to earn a yearly bonus of up to $150,000.00 per year (the "Bonus").
The Company and Employee shall within thirty (30) days of the Effective Date mutually agree upon the terms and conditions
of the merit-based bonus plan, including without limitation, the objectives to be achieved by Employee in order to earn the Bonus
hereunder.


 


 


 




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(c)            
Equity Incentive Awards. The Company agrees within thirty (30) days of the Effective Date to grant the Employee
an equity incentive award in a form to be mutually agreed upon in the form of an incentive stock option to purchase 400,000 shares
of the Company's common stock, par value $0.001 ("Common Stock") with a per share exercise price equal to the
fair market value of a share of Common Stock (the "Equity Award"). The Equity Award shall vest at the rate of
2.77% on the beginning of each calendar month over a three year period commencing on the Effective Date, and the Equity Award shall
becoming fully vested in the event of a sale of all or substantially all the Company's assets or the Company undergoes a merger,
consolidation, reorganization or any other change in control. The terms and conditions of such Equity Award shall exclusively be
contain in a separately execute incentive stock grant agreement. The exercise price applicable to the Equity Award, and the fair
market value of Common Stock underlying the Equity Award, shall be $2.00 per share, subject to adjustment in the event of any splits,
combinations, or other like transactions.


 


(d)            
Indemnification Insurance; Indemnification. The Company shall provide Employee with director's and officer's
liability insurance to the extent that such insurance is provided to other directors and officers of the Company and is available
at commercially reasonable premiums. Such insurance shall be in such form, and shall provide for such coverage and deductibles,
as shall be commercially reasonable and standard for companies in businesses and circumstances similar to those of the Company.


 


(e)            
Participation In Employee Benefit Plans. Employee shall have the same rights, privileges, benefits and opportunities
to participate in any of the Company's employee benefit plans (health, dental and vision) which may now or hereafter be in effect
on a general basis for executive officers or employees of the Company. The Company may discontinue any benefit plans and otherwise
amend and change the type and quantity of benefits it provides in its sole discretion, provided that any such change affects all
the Company's employees and the Company continues to provide to Employee any benefits specifically set forth herein.


 


4.            REIMBURSEMENT
OF BUSINESS EXPENSES. The Company shall promptly reimburse Employee for all reasonable business expenses incurred by Employee
in connection with the business of the Company and within the scope and authority of Employee's duties hereunder. However, each
such expenditure shall be reimbursable only if Employee furnishes to the Company adequate records and other documentary evidence
required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of
each such expenditure as an income tax deduction.


 


5.            ANNUAL
VACATION. Employee shall be entitled to 20 days' vacation time in each calendar year of the Term, with any such adjustments
as approved by the Board. Employee shall be entitled to recognize without loss of pay all holidays designated as such by banks
in the state of New York.


 


6.            INDEMNIFICATION OF LOSSES. The Company shall indemnify and hold harmless Employee from any and all liability
arising from Employee's actions taken on the


 


 


 




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Company's behalf and within Employee's
scope of duties and authority, so long as such actions were taken by Employee in good faith and in furtherance of the Company's
business. The Company shall indemnify and hold Employee harmless to the full extent of the law from any and all claims, losses
and expenses sustained by Employee as a result of any action taken by him to discharge his duties under this Agreement, and the
Company shall defend Employee, at the Company's expense, in connection with any and all claims by shareholders or third parties
which are based upon actions taken by Employee to discharge his duties under this Agreement.


 


7.            PERSONAL CONDUCT. Employee agrees
to promptly and faithfully comply with


 


all present and future policies, requirements,
directions, and reasonable requests of Company executives and rules and regulations of the Company in connection with the Company's
business.


 


8.            TERMINATION
BY THE COMPANY. Notwithstanding any provision hereunder, the Company may terminate Employee's employment immediately
if such termination is for Cause. For purposes of this Agreement, "Cause" shall mean:


 


(a)      
Employee is convicted of any fraud or embezzlement against the Company; or


 


(b)     
After written notice and an opportunity to cure, Employee willfully breaches or habitually neglects the duties and responsibilities
which he is required to perform under the terms of this Agreement; or


 


(c)      
Employee commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct which results
in harm to the Company or its business; or


 


(d)     
Employee violates any statute or court order related to the business operations of the Company that may have a material
adverse effect upon the Company's business, operations or condition (financial or otherwise).


 


The Company may terminate
this Agreement for Cause immediately upon written notice of termination to Employee; provided, however, if the Company terminates
this Agreement pursuant to Section 8(b), Employee shall be entitled to a period of thirty (30) days from the date of the
initial written notice of termination to cure said breach. Except as otherwise set forth in this Section 8, upon any termination
for Cause, the obligations of Employee and the Company under this Agreement shall immediately cease. Such termination shall be
without prejudice to any other remedy to which the Company may be entitled either at law, in equity, or under this Agreement.


 


9.            COMPENSATION UPON TERMINATION


 


(a)            
Upon Termination. Upon the termination of Employee's employment for any reason, then Employee shall receive payment
of Base Salary and Bonus earned or payable and payment of any unused accrued vacation through and including the date of termination
(the "Accrued Benefits").


 


(b)            
Termination for Cause. In the event the Company terminates Employee's employment in accordance with Section
8, then the Accrued Benefits and Employees rights and privileges with respect to the Equity Award
shall constitute Employee's sole right and exclusive remedy in the event of such termination of Employee's employment, and upon
payment by the Company of the Accrued Benefits, all other rights or remedies otherwise available shall cease immediately, and the
Company shall have no further obligations to Employee under this Agreement, except that Employee shall have the right to exercise
all benefits that have vested as of the date of termination to which Employee is entitled under any compensation or employee benefit
plan of the Company in accordance with the terms and provisions of such compensation or employee benefit plan, all other documents
and agreements that give rise to or otherwise govern such vested benefits and all applicable laws and regulations.


 


 


 




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(c)          
Ilpon Termination Other Than For Cause or for Good Reason. If Employee's employment is terminated other than
pursuant to Section 8 or Employee terminates his employment for Good Reason, then, in exchange for execution of a general
release to be mutually agreed upon, the Company will pay Employee the Accrued Benefits and an amount equal to three (3) months
of Base Salary as in effect on the date of termination plus any amount of Employee's Bonus as earned on a prorated basis as of
the date of termination, (the "Severance Payment"), plus reimbursement for business expenses incurred by Employee
up to the date of termination. The Severance Payment shall increase by an additional thirty (30) days Base Salary on May 15 of
each year, not to exceed a total of six (6) months Base Salary. The Severance Payment will be paid promptly after the executed
general release has become effective.


 


"Good Reason"
shall mean (i) a decrease in the Employee's Base Salary, (ii) a geographic relocation of the Employee without the Employee's
consent more than thirty (30) miles from the current location of the Employee's office as of the date hereof, or (iii) a willful
and continued material breach by the Company of this Agreement or Section 3(c) that has a material adverse effect on the
Employee.


 


(d)         
The Severance Payment shall constitute Employee's sole right and exclusive remedy in the event of such termination of
Employee's employment, and upon payment by the Company of the Severance Payment, all other rights or remedies otherwise available
shall cease immediately, and the Company shall have no further obligations to Employee under this Agreement, except that Employee
shall have the right to exercise all benefits that have vested as of the date of termination to which Employee is entitled under
any compensation or employee benefit plan of the Company in accordance with the terms and provisions of such compensation or employee
benefit plan, all other documents and agreements that give rise to or otherwise govern such vested benefits and all applicable
laws and regulations.


 


(e)          
Exclusivity of Payments. Upon termination of Employee's employment under this Agreement, Employee shall not be
entitled to any severance payment or severance benefit from the Company other than the payments and benefits provided in this Section
9.


 


(f)         
Withholding of Taxes; Tax Reporting. The Company may withhold from any amount payable under this Agreement all
such federal, state, city and other taxes and may file with appropriate governmental authorities all such information, returns
or other reports with respect to the tax consequences of any amount payable under this Agreement as may in the Company's reasonable
judgment be required.


 


 


 




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10.         PROPRIETARY
INFORMATION. Employee agrees at all times during the period of his employment with the Company and thereafter, to hold
in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, corporation
or other entity without written authorization of the Board, any Proprietary Information (as defined below) of the Company which
Employee obtains or creates. Employee further agrees not to make copies of such Proprietary Information except as authorized by
the Company. Employee understands that "Proprietary Information" means any proprietary information, technical
data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer
lists and customers (including, but not limited to, customers of the Company on whom Employee called or with whom Employee became
acquainted during the employment), prices and costs, markets, software, developments, inventions, formulas, technology, designs,
drawings, marketing, licenses, finances, budgets or other business information disclosed to Employee by the Company either directly
or indirectly in writing, orally or by drawings or observation of parts or equipment or created by Employee during the period
of employment, whether or not during working hours. Employee understands that Proprietary Information includes, but is not limited
to, information pertaining to any aspects of the Company's business which is either information not known by actual or potential
competitors of the Company or is proprietary information of the Company or its customers or suppliers, whether of a technical
nature or otherwise. Employee further understands that Proprietary Information does not include any of the foregoing items which
have become publicly and widely known and made generally available through no wrongful act of his or of others who were under
confidentiality obligations as to the item or items involved. Employee represents that his performance of all terms of this Agreement
as an employee of the Company have not breached and will not breach any agreement to keep in confidence proprietary information,
knowledge or data acquired by Employee in confidence or trust prior or subsequent to the commencement of employment with the Company,
and Employee will not disclose to the Company, or induce the Company to use, any inventions, confidential or proprietary information
or material belonging to any previous employer or any other party.


 


11.          INVENTIONS. 


 


(a)            
Inventions Retained and Licensed. Employee has attached hereto as Exhibit B, a list describing with particularity
all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Employee prior to
the commencement of employment (collectively referred to as "Prior Inventions"), which belong solely to Employee
or belong to Employee jointly with another, which relate in any way to any of the Company's proposed businesses, products or research
and development, and which are not assigned to the Company hereunder; or, if no such list is attached, Employee represents that
there are no such Prior Inventions. If, in the course of employment with the Company, Employee incorporates into a Company product
or service a Prior Invention owned by Employee or in which Employee has an interest, the Company is hereby granted and shall have
a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy,
modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection with such
product, process or machine.


 
   




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(b)             Assignment
of inventions. Employee agrees that Employee will promptly make full written disclosure to the Company, will hold in
trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its
designee, all Employee's right, title and interest throughout the world in and to any and all inventions, original works of
authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable
under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to
be conceived or developed or reduced to practice, within the Term and related to the scope of Employee's employment
(collectively referred to as "Inventions"). Employee further
acknowledges that all Inventions are works made for hire (to the greatest extent permitted by applicable law) and are
compensated by the compensation provided for in this Agreement. Employee agrees that all Inventions that relate to the
business of the Company are hereby assigned to the Company, and the Company shall have full and exclusive ownership of such
Inventions, unless scheduled on Exhibit B.


 


(c)            
Maintenance of Records. Employee agrees to keep and maintain adequate and current written records of all Inventions
made by Employee (solely or jointly with others) during the period of employment with the Company. The records may be in the form
of notes, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format. The records will be
available to and remain the sole property of the Company at all times. Employee agrees not to remove such records from the Company's
place of business except as expressly permitted by Company policy which may, ,from time to time, be revised at the sole election
of the Company for the purpose of furthering the Company's business.


 


(d)            
Assistance and power of Attorney. Employee agrees to assist the Company, or its designee, at the Company's expense,
in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, trademarks, mask work rights,
moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the
Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments,
recordations, and all other instruments which the Company shall deem necessary in order to apply for, obtain, maintain and transfer
such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights,
title and interest in and to such Inventions, and any copyrights, patents or other intellectual property rights relating thereto.
Employee further agrees that it is Employee's obligation to execute or cause to be executed, when it is in his power to do so,
any such instrument or papers after the termination of this Agreement until the expiration of the last such intellectual property
right to expire in any country of the world. If the Company is unable because of any mental or physical incapacity or unavailability
or for any other reason to secure Employee's signature to apply for or to pursue any application for any United States or foreign
patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then Employee
hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee's agent and attorney
in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted
acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent or copyright registrations
thereon with the same legal force and effect as if originally executed by Employee. Employee hereby waives and irrevocably quitclaims
to the Company any and all claims, of any nature whatsoever, which Employee now or hereafter has for infringement of any and all
proprietary rights assigned to the Company.


 


 




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12.        RETURNING
COWANY DOCUMENTS. Employee agrees that, at the time of termination of Employee's employment with the Company, Employee
will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) any and all devices, records,
data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks,
materials, flow charts, equipment, other documents or property, or reproductions of any aforementioned items developed by Employee
pursuant to employment or otherwise belonging to the Company, its successors or assigns. Employee further agrees that to any property
situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other
work areas, is subject to inspection by Company personnel at any time with or without notice. In the event of the termination
of employment, Employee agrees to sign and deliver a termination certification relating to the above items and information in
a form reasonably requested by the Company.


 


13.        NOTIFICATION
TO OTHER PARTIES. In the event that Employee leaves the employ of the Company, Employee hereby consents to notification
by the Company to his new employer about Employee's rights and obligations under this Agreement.


 


		14.	NON-COMPETITION, SOLICITATION OF EMPLOYEES, CONSULTANTS AND OTHER PARTIES.



 


(a)             
Business Relationships and Goodwill. Employee acknowledges and agrees that as an employee and representative
of the Company, Employee will be given specialized training and access to Proprietary Information. Employee acknowledges and agrees
that this creates a special relationship of trust and confidence between the Company, Employee and the Company's current and prospective
customers, partners, and investors. Employee therefore acknowledges and agrees that it is fair and reasonable for the Company to
take steps to protect itself from the risk of such misappropriation. Consequently, Employee agrees to the following noncornpetition
and nonsolicitation covenants.


 


(b)             
Scope of Nonsmnpetition Obligation.


 


(i)                 
Employee acknowledges and agrees that a period of six (6) months shall constitute the non-compete, non-solicit, and non-divert
period (the "Non-Interference Period"). The Non-Interference Period begins when the Employee departs the Company.
Following the termination of this Agreement for any reason, Employee shall not render services that are substantially similar to
the services that Employee is performing for the Company (as of the date of termination) to any third party whose primary business
is in the development, marketing and selling of on-line advertising management platforms within the United States during the Non-Interference
Period.


 


(ii)               
Employee shall not, during employment with the Company or during the Non-Interference Period following the termination of
this Agreement, solicit, attempt to solicit, divert away, or attempt to divert away business, either directly or indirectly, from
any Company Client. "Company Client" shall mean any person, company, or business that is or was a client, customer,
and/or partner or a prospective client, customer, and/or partner of the Company within the six (6) month period prior to the Employee's
termination.


 


 


 




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(iii)Employee
further agrees that during the Non-Interference Period after the termination of this Agreement, Employee shall not directly or
indirectly solicit, entice, persuade or induce any employee, agent or representative of the Company to terminate such person's
relationship with the Company or to become employed by any business or person other than the Company.


 


(c)            
Acknowledgement. Employee acknowledges that the compensation, specialized training, and the Proprietary Information
provided to Employee pursuant to this Agreement, gives rise to the Company's interest in restraining Employee from competing with
the Company, that the provisions of this Section 14 are designed to enforce such consideration and that any limitations
as to time, geographic scope and scope of activity to be restrained as defined herein are reasonable and do not impose a greater
restraint than is necessary to protect the goodwill or other business interest of the Company.


 


(d)            
Survival of Covenants. This Section 14 shall survive the expiration or termination of this Agreement for
any reason.


 


15.         MISCELLANEOUS


 


(a)            
Preparation of Agreement. It is acknowledged by each party that such party either had separate and independent
advice of counsel or the opportunity to avail itself or himself of the same. In light of these facts it is acknowledged that no
party shall be construed to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against
any party as the alleged draftsman of this Agreement.


 


(b)            
Cooperation. Each party agrees, without further consideration, to cooperate and diligently perform any further
acts, deeds, and things and to execute and deliver any documents that may from time to time be reasonably necessary or otherwise
reasonably required to consummate, evidence, confirm, and/or carry out the intent and provisions of this Agreement, all without
undue delay or expense.


 


(c)            
Interpretation. 


 


(i)               Entire
Agreement/No Collateral Representations. Each party expressly acknowledges and agrees that this Agreement, including all exhibits
attached hereto: (A) is the final, complete and exclusive statement of the agreement of the Parties with respect to the subject
matter hereof; (B) supersedes any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings,
conduct, proposals, conditions, commitments, acts, courses of dealing, warranties, interpretations, or terms of any kind, oral
or written, and that any such prior agreements are of no force or effect except as expressly set forth herein; and (C) may not
be varied, supplemented or contradicted by evidence of any prior agreements, or by evidence of subsequent oral agreements. Any
agreement hereafter made shall be ineffective to modify, supplement, or discharge the terms of this Agreement, in whole or in part,
unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.


 


 


 




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(ii)               
Waiver. No breach of any agreement or provision herein contained, or of any obligation under this Agreement, may
be waived, nor shall any extension of time for performance of any obligations or acts be deemed an extension of time for performance
of any other obligations or acts contained herein, except by written instrument signed by the party to be charged or as otherwise
expressly authorized herein. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of
any preceding or succeeding breach thereof, or a waiver or relinquishment of any other agreement or provision or right or power
herein contained.


 


(iii)             
Remedies Cumulative. The remedies of each party under this Agreement are cumulative and shall not exclude any other
remedies to which such party may be lawfully entitled.


 


(iv)             
Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance
shall, to any extent, be determined to be invalid, illegal, or unenforceable under present or future laws effective during the
Term, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is
invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such
excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible
and legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application of the offending term
or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be
affected thereby and shall continue in full force and effect to the fullest extent provided by law.


 


(v)               
No Third party Beneficiary. Notwithstanding anything else herein to the contrary, the Parties specifically disavow
any desire or intention to create any third party beneficiary obligations, and specifically declare that no person or entity, other
than as set forth in this Agreement, shall have any rights hereunder or any right of enforcement hereof, except the heirs and personal
representatives of Employee in the event of Employee's death or disability.


 


(vi)             
Heading; References; Incorporation; Gender. The headings used in this Agreement are for convenience and reference
purposes only, and shall not be used in construing or interpreting the scope or intent of this Agreement or any provision hereof.
References to this Agreement shall include all amendments or renewals thereof. Any exhibit referenced in this Agreement shall be
deemed to include the other gender, including neutral genders or genders appropriate for entities, if applicable, and the singular
shall be deemed to include the plural, and vice versa, as the context requires.


 


(d)           Enforcement.


 


(i)             Applicable
Law. This Agreement and the rights and remedies of each party arising out of or relating to this Agreement (including, without
limitation, equitable remedies) shall be solely governed by, interpreted under, and construed and enforced in accordance with the
laws (without regard to the conflicts of law principles thereof) of the Commonwealth of Virginia, as if this agreement were made,
and as if its obligations are to be perfauned, wholly within the Commonwealth of Virginia.


 


 


 




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(ii)             Consent
to Jurisdiction; Service of Process. Any action or proceeding arising out of or relating to this Agreement shall be filed in
and heard and litigated solely before the state or federal courts of located within Fairfax County, Virginia or the United States
District Court for the Eastern District of Virginia (Alexandria division).


 


(e)            
No Assignment of Rights or Delegation of Duties by Employee Employee's rights and benefits under this Agreement
are personal to him and therefore (i) no such right or benefit shall be subject to voluntary or involuntary alienation, assignment
or transfer; and (ii) Employee may not delegate his duties or obligations hereunder. This Agreement shall terminate upon Employee's
death.


 


(f)             
Notices. Unless otherwise specifically provided in this Agreement, all notices, demands, requests, consents,
approvals or other communications (collectively, "Notices") required or permitted to be given hereunder, or which
are given with respect to this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which faun of Notice
shall be deemed to have been given upon delivery), (B) by airborne/overnight delivery service (which forms of Notice shall be
deemed to have been given upon confirmed delivery by the delivery agency), (C) by electronic or facsimile or telephonic transmission,
provided the receiving party has a compatible device and confirms receipt thereof (which forms of Notice shall be deemed delivered
upon confirmed transmission or confiiination of receipt), or (D) by mailing in the United States mail by registered or certified
mail, return receipt requested, postage prepaid (which forms of Notice shall be deemed. to have been given upon the fifth 'business
day following the date mailed). Notices shall be addressed, in the case of the Company, to the address of the Company's principal
offices at the time of such Notice and, in the case of Employee, to the address of Employee as designated in the Company's records,
or to such other address as the receiving party shall have specified most recently by like Notice, with a copy to the other Parties
hereto. Any Notice given to the estate of a party shall be sufficient if addressed to the party as provided in this subparagraph.


 


(g)            
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instilment, binding on all Parties hereto. Any signature page of this
Agreement may be detached from any form hereto by having attached to it one or more additional signature pages.


 


[Signature Page Follows]


 


 


 


 




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IN WITNESS HEREOF,
the parties execute this Employment Agreement as of the date first written above.


 


 


	ZENOVIA DIGITAL EXCHANGE CORP. 

a Delaware corporation	 	EMPLOYEE
	 	 	 
	 	 	 
	/s/ Joseph Kowal	 	/s/ David Moser
	Joseph Kowal, Chairman 	 	David Moser


 


 


 


 


 


[Shomaker Employment Agreement —
Signature Page]


 


 


 




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Exhibit A


 


Duties and Responsibilities


 


The Chief
Operating Officer ("COO") will report directly to the Chief Executive Officer and will participate on the senior
management team. The COO is responsible for facilitating the Company's strategic priorities and operational commitments with the
senior management team, and then creating the organizational structure, business processes, and operating discipline to meet the
operational commitments. The following functions and leaders will report to the COO: Technology (CTO), Sales & Marketing, Client
Services, Data & Analytics, Finance & Accounting, and Product. That said, even though the COO will have day-to-day oversight
of these functions, the Chief Executive Officer will continue to directly influence selected high-value initiatives.


 


Specifically, the COO's duties include, but are
not limited to:


 


		(a)	Facilitation of the Company's strategy, positioning, annual planning, and
quarterly priority-setting;



 


		(b)	Participation with the Chief Executive Officer in raising and managing capital;



 


		(c)	Providing monthly and quarterly updates to the Board of Directors, as requested
by the Chief Executive Officer;



 


		(d)	Facilitation, with the Chief Financial Officer, of the annual expense and
capital expenditure budgets, and associated quarterly updates;



 


		(e)	Definition of on-going senior management planning and operational reporting
processes (e.g., week Ops updates);



 


		(f)	Definition of the Company's organization structure and alignment, along
with the recruiting of senior management candidates;



 


		(g)	Selection and management, along with the Chief Executive Officer and Chief
Financial Officer, of key consulting, audit, legal, tax, and banking relationships;



 


		(h)	Definition of senior management operational metrics ("dashboard")
and trending across corporate functions;



 


		(i)	Definition, monitoring, and attainment of quarterly sales objectives, together with the head
of Sales, along with playing an active role in acquisition and retention of strategically important customers;



 


		(i)	Deployment of the Company's marketing roadmap (in connection with the Product
roadmap/releases), together with the head of Marketing and selected external marketing agencies;



 


 




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EXECUTION COPY


 


		(k)	Operational oversight of the delivery and deployment of technology commitments, in connection with
the CTO, head of Product, head of Data & Analytics (e.g., DMP);



 


		(1)	Oversight of the Company's real estate offices and lease commitments;



 


		(m)	(While also serving as de facto Chief Financial Officer) Definition and efficient execution of
integrated accounting and controller organization, accounting processes, and secure accounting records across the Company that
meets FASB compliance standards, GAAP accounting controls, and the financial reporting requirements of internal and external stakeholders;
and



 


		(n)	(While also serving as de facto Chief Financial Officer) Definition and efficient execution of
a non-controller Finance organization and related finance functions and reporting, that develops and manages all corporate budgeting,
forecasting, lender processes, shareholder services, and internal management performance reporting (e.g., key functional metrics).



 




    	13



    	 



    

 


Exhibit B


 


List of Inventions Retained by Employee


 


None


 


 




 


 


 


 


 


 






    	14