MARKETING COOPERATION AGREEMENT (last revised April 2018}

ORLANOOfORANGE COUNTY CONVENTtON & VISITORS BUREAUi INC. 0/B/A VISIT ORLANDO, whose aqdr~ is at 6277 Sea Harbor Drive, S4ite 400; Orlando, Florida 32821, hereinafter referred to as "VISIT ORLANDO";.and ·

Be$t Day Travel Group, whose c:1d<;iress i~ at Av. Bonampak, SM 10, Mz.2, Late 7 Torre "B", Cancun, Quintana Roo, 77500, hereinafter referred to as "MEDIA VENDO~" .

.WHEREAS the Parties intend to disseminate their trademark, products and/or services, through promotional retatt advertisements, in printed and electronic media, increasing its business activities and also promoting tourism for common clients; and

WHEREAS the Parties intend to share th~ costs of the agreements to be entered into with either media agents and/or media vehicles, by making joint advertisements as weU a.s by joint promotional activities. ·

NOW, THEREFORE, in consideration of the terms, covenants and conditions he.rein contained, the Parties hereto agree as follows: ·

Section 1. Marketing Cooperation Agreement

1.1 The I?arties agree to perform a cooperative campaign consisting of media contracting and placement of advertising, as well as joint promotional activities, in order to promote attra~ns and tourist services, hereinafter referred to as the "Campaign".

1.2 The Campaign shall be accprding to the specifications in the Campaign Plan. The dates and services mentioned in the Campaign Plan are estimates and may be changed without previous communication.

Section 2. Obligations

2.1 The Parties agree to share the advertising spa~ to l;>e contracted as stataj in this Agreement, in printed and/or electronic meeia as welf as in promotion events and other actions as per Annex 1.

2.2 In order for the Parties get exposure t.o the market; Ma>JA VENDOR shall be responsible for entering into agreements With the media agents or the media vehicles, as well as other third parties, subject in each case to the approval of such agreements and arrangements by VISIT ORLANDO.

2.3 MEDIA VENDOR shall make the payments as set forth in the a~ments with the media ~gents or the media vehicles as well as third partiEr.3 in each case as approved by VISIT ORLANDO as de$cribed in the fpregoing S~ction 2.2, and VISIT ORLANDO shall reimburse ME.DIA VENDOR according the proportion settled by the Parties in this Agreement

2.4 In addition, MEDIA VENDOR shall perform the actions as per the obligations set forth in the Annex I.

2.4.1 Should the action to be performed by MEDJA VENDOR be related to entering into agreements whose subjects are video content, MEDIA VENDOR may prove them by presenting a file in pdfwi:th th·eir published version. $hould the ~cfion 1s related to printed base materials, MEDIA VENDOR shall present the final art proof used also in a pdffile.

00453 l '.J\J61678'2325683v2 2.4.2 VISIT ORLANDO acknowledges and agrees that MEDIA VENDOR has the creative control over the final art. Thus, the final art will follow NiED1A VENDO~·~ standards, including, but n9t limited, to the size of the text font and colors. Regarding tha use of VISIT ORLAND07s trademark, name and logo, MEDIA VENDOR will comply with the directions and guidelines previously given by VISIT ORLANDO.

Section 3. Term

3.1 This Agreement shall become effective on May 1, 2018 shall continue effective until the complete fulfilfment of the campaign.

Section 4. Campaign Costs and Investment

4.1 ln orner to reimburse MEDIA VENDOR, VISlT ORLANDO shall bear the following cost. which shall be remitted by VtSIT ORLANDO based on the following schedule; 50% of Campaign Plan within thirty (30) days following the effective date of this Agreement with remainder payable following reporting of monthly impressions and review of campaign performance including but not limited to: Incremental Room Nights, Number of passengers booked, OthE;ff obJective{s) determined by both parties. VISIT ORLANDO investment USO$ 25,000. Total Campaign $ 50.000

4.2 The amount set forth in the clause 4.1 above i.s not contingent upon meeting Campaign Metrics; instead, is contingent on delivery of ttems outlined in clause 4.1,

4.3 The amount set forth ·in the clause 4.1 above will be used by MEDIA VENDOR to make the payments to the third parties to generate commensurate marketing exposure according to Campaign Plan outlined in Annex I.

Section 5. Confidentiality

5.1 The terms of this agreement should be treated by the parties as confidential. In addition, the parties each may provide to the other certain confidential information. When the providing party designates such information as confidential, or if the receiving party has a reasonable basis to believe that such information fs confidential or should be treated as confidential, then the other party agrees to maintain its confidet,tiality by nQt disclosing that information and raking reasonable precaufions to protect its confidential:ity. 1.nfonnation designated confidential or reasonably impfied to be. confidential shall only be used in a manner consistent with the reason for its being provided to the other party.

Regardless of the designation of information as confidential as contemplated by this agreement, infonnation e~changed by the parijes shall not be deemed to be confidential when it is publicany known, is received from another source who can JawfuUy disclos~ such information without a duty to maintain ns. confidentiality, is already known by the receiver prior to receiving such information from the other party, and/or when it is independently developed, all without breach of this agreement: Further, information shall not be deemed confidential, regardless of designation, When required to be, disciose-d by federal, state or local law, regulation or rule, or as a result of directive, subPQena or order issued by an authority possessing competent jurisdiction to require iU? disclosure. The parties may share confidential information with their affiDates, related entities and/or professionals hired to provide services. to a party so long as such recipient agrees to maintain the confidentiafity of the information. Visit Orlanqo maintains the prerogative in its sole discretion either to release the terms ahd conditions of the agreement when prudent to do so in respo.'lse to a. request for public records even though Florida's Pubfic Records Act does not apply to V.rsit Orlando, or otherwise as it deems appropncne. Visit Orlando may also dis~e the terms and condmons of this agreement to governmental entities when tequired to do so by contract.

Section 6. Responsibilities

2 004$3 ! 7\l6 l67S'2325683v2. 6.1 Each Party will bear responsibility for payment of any taxes applicable to its own activities.

6.2 Each Party agrees to aceept responsibility for their respective staff as an employer, 9f the obfigattons under the labor law and in social security, so each party agrees to resPond to aJf filed claims by their workers against the other party, prom1sihg to get the other party out unhanned from any dispute on that account

6.3 Each Party will assume excluslve responsibifity related to the services and goods that are provided or acquired under his direct responsibility.

Section 7. Termination

7.1 If any one or more of the events oracts hereund~r listed occur1 the other Party may tenninate this Agreement in writing with immediate effect at any time; a) If any of the parties breaches this Agreement, fails to perform its obligations and does not cure the situation within ten (10) business days after receiving written notificati()n of the non-defaulting party; b) If any of the Parties becomes insolvent or has its bankruptcy state recognized judicially, due to its own initiative orby third parties; ct If any of the Parties act as to violate the other's trademark or offends its reputation; d) If any ofthe Parties have any problem related to its reputation. In the event of such a termination as of the default of MEDIA VENDOR, MEDIA VENDOR shall promptly rei~nd to VISIT ORLANDO the remaining portion .of the Fee payable by VISIT ORLANDO pursuant to Section 4.1~ prorated as of the date of the default.

Section 8. The Protection to the Intellectual Prope!!Y 8.1 The names, logos, images and trademarks that may be made available under this Agreement by the Parties are a royalty-free authorization to use only in connection with this Agreement and it is subject to and conditioned upon compliance with the tenns and conditions of this Agreement Also, each party acknowledges and agrees that the ofi:ler party retains exclusive ownership and rights in its names. logos, images and trademarks,

8.2 Neither party may use the other party's names, logos, images or trademarks without the other party's prior written consent

Section 9. Exclusivity 9.1 During the term of ~his Agreement, unless authorized by VJSIT ORLANDO, MEDIA VENDOR will make its best effort fo not plan or execute a competing campaign to the VISIT ORLANDO Campaign. If there is a campaign planned, MEDIA VENDOR will notify VISIT ORLANDO prior to an agreement being signed and/or aHow VISIT.ORLANDO the option to move or cancel the Campaign.

Section 10. General Clauses 10.1 The Parties m~y not assign this Agreement or any rights or ob1igations herelftlder, without prior written consent ofihe party.

10.2 The Parties acknowledge that they con-espond to independent entities, and are not attomey-in­ fact of one another, and are not anoweo to impose any obligation on the .other's behalf.

004S317\16161812325683v2 subJect matter hereof, whether written or oral. No other warranties, promises or agreements, express or rrnp]..sc shaft exist between tha Parties.

Section 11. Law and Venue The laws of the. State· of Florida govern this agreement without application of Florida's conflicts of laws law. Any suit arising from this agreement shall be flied exclusively fn the Ninth Judicial Circuit Court in and for Orfando, or the United States District Court for the Middle Di.strict of Florida, Otlando DMsion. By signlng where indicated below, VISIT ORLANDO and MEDIA VENDOR agree to be bound by terms of this agreement

Company Name: VISIT ORLANDO @gr:}/~//! Prin! Name: ,&-,,t j) //v)V ,e/ c ///

Trtte: to 6 / ·t/(.)

Date: 0!6/¥

Company Name: MEDIA VENDOR

Signature:

Title:

Dale: f)'\ CUj '2 G( / 2. c:MS

004$3!7\161678\2325683\'2 Best Day TRAVEL OROUP

-. Co-oP Information ANNEXI Campalng: Coop vtslt Orlando 2018 Advertiser Bestoay.com I V!sil Orlando I CAMPAIGN PLAN I tfi.¥fiMN•ffii4 Currency ~S~ _ 1Totallnvestment ] $ 50,go"o.~X t e,·st oiy lnv91tmenl $ 25,000.00 [v},ito!'_!~o s 25.00ci.OO , Start Date : Monday 25th, Jufl(I 2018 !End. oaie Tuesday~lh, Sepiembor i018 ', !}_~ hJtgs:l/'-,..,.,.,q~~tda>:~~mx/Orjana0:1ma·Flonda INVENTORY SUBJECT TO AVAILABILITY. INVENTORY CAN NOT BE RESERVED UNTIL YOU HAVE SIGNED THE CONTRACT.

Social Media Best Day Media Soclal Media 1400x 1400 Post 09/04/18 30.17 $ 120.69 S 19.31 S 140.00 Exclutlve•~all -----Best Day Media ------Email------Marketing 600 K 350 CPM 06125/2018 09/04/18 25,000 60.34 $ 1,508.62 $ 241 ,36 S 1,750.00 Newsletter EmaMMarketing 600 1t 200 CPM 06/25/2016 09/0

Kiosk Grupo -Samex 1920x1080 Montly 06/2512016 09/04/18 22 732.76 $ 16,120.69 $ 2,579.31 $ 18,7 00.00

Total 805,334 50,000.02 USO """PLEASE NOTE THAT NO COMPENSATION WILL APPLY IN CASE BESTOAY MEDIA DOES NOT RECEIVE THE PERTINENT MATERIAL FROM THE CLIENT IN ORDER

Commerd1I Terms: 1. AAA mills hive 1ppro.11im1tety 1.7 million monthly visitors 2 The m1llswhe...-: will be In : Cu~o Pol1nco in OF, Gro,n P1tio S..nu1 Fi, G1lerpiu MTV, G1ler~s GDL. G11er1u Perlsur, lnburn lcuicuilc:o), P~u S11elite, (.entro S1nu1 Fe , Gn11n Sur, Mundo E, P1rque Delta, Lis An,,f,ricas Ecatepec, Mut1 lplu1 Anlgbn, G11t!rla, CO.pa, Ciucbd Jud'tn, Forum 8uenn1n1,G1lerl1s Toluca, GateriH Perlnorte, G111n Pini Gu1cbl1)1111, Plu1 Univers!dad, G1lr"IH Ecatepe,, Cumbres Mon1urey. 3. The 1ranim,nion s,hedult! is lrom Monday to Friday from J1:00 a.m. ID 8:00 p.m. ind Sllur~ys ind Sund1ys lrom 11:00 1.m. lo 9:30 p.m

Note: Receipt of'the following Information Is required ln orderto issue payment: o Proof of Performance (which might include ·a recap deck and/or media affidavit) • Campaign Metrics -including but not limited to -the followlng: Impressions Usted by month and/or Incremental Room Nights and/qr Number of passenge.rs booked and/or Other objectlve(!S) determined by both parties

004S3l'Tl161678\232S683v2

Best Day TRAVEL GROUP

Co-oP Information Coop Visit Orlando 2018

Currency Total Investment $ 50,000.00 Best Day Investment $ 25,000.00 Visit Orlando $ 25,000.00 Start Date: Monday 25th, June 2018 End Date Tuesday 4th, September 2018 URL https:/iwww.bestday.eom.mx/Ortando-area-Florida INVENTORY SUBJECT TO AVAILABILITY. INVENTORY CAN NOT BE RESERVED UNTIL YOU HAVE SIGNED THE CONTRACT

Social Media Best Day Media Social Media 1400 X 1400 Post 06/25/2018 09/04/18 4 30.17 $ 120.69 $ 19.31 $ 140.00

Exclusive e-mail Best Day Media Email Marketing 600 X 350 CPM 06/25/2018 09/04/18 25,000 60.34 $ 1,508.62 $ 241 .38 $ 1,750.00

Newsletter Best Day Media Email Mar!(eting 600 X 200 CPM 06/25/2018 09/04/18 150,000 60.34 $ 9,051 .72 $ 1,448.28 $ 10,500.00

Kiosk GrupoSamex AAA 1920x1080 Montly 06/25/2018 09/04/18 22 732.76 $ 16,120.69 $ 2,579.31 $ 18,700.00

Total 100% 805,334 $ 50 ,000.02 USO -·PLEASE NOTE THAT NO COMPENSATION WILL APPLY IN CASE BESTDAY MEDIA DOES NOT RECEIVE THE PERTINENT MATERIAL FROM THE CLIENT IN ORDER

Commercial Terms: 1. AAA malls have approximately 1.7 million monthly visitors 2 The malls where will be in: carso Polanco in DF, Gran , Galerpias MTY, Galerias GDL, Galerias , Inbursa (cuicuilco), Plaza Satelite, Centro Santa Fe, Gran Sur, Mundo E , , Las Americas Ecatepec, Multiplaza Aragon, Galerias Coapa, Ciudad jardin, ,Galerias Toluca, Galerias Perinorte, Gran Plaza Guadalaj ara, Plaza Universidad, Galrias Ecatepec, Cumbres . 3. The transmission schedule is from Monday to Friday from 11:00 a.m. to 8:00 p.m. and Saturdays and Sundays from 11:00 a.m. to 9:30 p.m