Retainer Agreement

for BigReviewTVDate: April 14, 2016

Created by: Amy Walker

This proposed agreement is valid until: April 17, 2016

HHeelplpining Sg SaaS BaaS Buussininesessses Fes Fly.ly.

Introduction

Dear Andy,

It was really great to meet with you last week, and we believe BigReviewTV has a truly exciting and massive

global opportunity. We feel that through Grow SaaS Ltd we can offer you a wealth of experience in your space,

helping BigReviewTV to scale even faster.

Our key strengths in having developed and implemented Xero's go-to-market strategy globally (in addition to

creating and driving key strategies for leading SaaS businesses like GeoOp and Velpic) would be a huge benefit

to BigReviewTV, allowing you to leverage our experience and knowledge in order to completely own the market.

With a monthly retainer for our services we can assist BigReviewTV with designing and executing on key

strategic projects, and continue to assist in advising and refining on these key strategies as you progress down

the SaaS growth journey.

Sincerely,

Leanne Graham

Director

Grow SaaS Ltd

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Why Us?Whether you are primed to take on your next round ofinvestment, planning to expand into new markets, or looking toscale your business to new heights, iExecute SaaS is there toadvise, support, and drive you to success.

iExecute SaaS Ltd is a specialist consulting company, focused specifically on educating and assisting emerging

SaaS businesses in designing and executing scalable business strategies, in addition to ensuring the right

foundations are in place to support such scale.

The two founders; Leanne Graham and Amy Walker, have over 35 years combined experience in the technology

space. Their experience includes industry leading SaaS businesses such as Xero, where Leanne designed and

delivered Xero's global go-to-market strategy (taking Xero from 2,000 to 120,000 customers in only 5 years).

They also took GeoOp (a mobile Job management solution based in Auckland, NZ) from a small SaaS business of

6 staff to raise $12 million dollars and list on the NZAX at a $27 Million valuation within the space of 10

months.

The team is highly experienced in every aspect of scaling a SaaS business, from creating solid foundations such

as financial modelling, organisation structuring, internal systems & processes, tracking and data measurement, to

actionable scaling plans and winning go-to-market strategies.

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LLEEAANNNNE GE GRRAAHHAAMM

Transformer for Tech Companies

With over 28 years at the top of the software sector, Leanne has built a name

for herself by enabling multiple companies to embrace the global opportunity of

Cloud and Mobility - propelling technology sector businesses into export

successes.

She is a driver of change. The companies Leanne works with often have the

product, but not the foundations to successfully go-to-market. She put the

systems, processes, structure and strategies in place that allow these companies

to achieve their dreams of global success.

As a co-founder and Director of iExecute SaaS Ltd she is able to use her years

of experience and specialist expertise to advise emerging and established SaaS

companies in areas like business strategy and execution - providing the tools

and foundations for SaaS companies to scale globally.

Our People

AAMMY WY WAALLKKEERR

Specialist in SaaS Strategy & Business Execution

With a background originally in finance & accounting, Amy is a firm believer in

the value of data, and of using data to validate and continually test new ideas

to drive business strategy.

Five years ago Amy moved from finance into the SaaS sector, working for

leading SaaS companies Xero & GeoOp, in addition to working with a number

of emerging SaaS companies in a mentoring capacity. In her tenure within the

SaaS sector Amy has worked across all departments, undertaking a wide

variety of key strategic projects, from designing and deploying Ecosystem

Strategies, to undertaking due diligence for Public Listing (IPO).

As a co-founder and Director of iExecute SaaS Ltd, she works closely with

clients to bring together leading SaaS strategies supported by solid execution.

She believes that the only thing preventing a great idea from scaling globally is

executing well.

Retainer Agreement

RREETTAAIINNEER PR PEERRIIOODD

By signing this agreement, BigReviewTV ("Client") has retained Grow SaaS Ltd ("Service Provider") to proceed

with consulting services on a monthly basis, for a minimum term of 3 months (starting from the 1st April 2016),

and agrees to the Terms and Conditions as set forth in this agreement.

RREETTAAIINNEER HR HOOUURRSS

During this period, the Client shall be entitled to 60 hours (8 days) of consulting services per month, on

assignments to be determined by the Client. Services rendered beyond the Clients allotted number of hours per

month will be billed at the Service Providers standard hourly rate of $250 AUD and will be billed separately, The

Service Provider will ensure the Client has full visibility of all hours used per month.

WWOORRK PK PRRIIOORRIITTIISSAATTIIOON & LN & LOOCCAATTIIOONN

Work priority and scheduling will be at the discretion of the Client. Work will normally be performed at the

offices of the Service Provider, but occasionally may take place at other locations, as required. At times the

Service Provider may be required to be overseas due to other client requirements, and the Client understands

there may occasionally be delays in communication due to time differences.

RREETTAAIINNEER PR PAAYYMMEENNTT

Payment for retainer services will be to the Service Provider at the rate of $12,000 AUD per month, and will be

made for the current month, on the 20th day of each month that this agreement is in force.

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Description Monthly Fee Qty Subtotal

RReettainaineer Fr Feees (Aes (AUUDD))

Start Date: 1 April 2016

Retainer per Month: 60 hrs (8 days)

$12,000 3 $36,000

Total $36,000

EXEXPPEENNSSES IES INNCCUURRRREEDD

Any expenses exclusive of normal overheads are not included in this agreement and will be billed separately.

Examples of such expenses are: long-distance phone calls, third party software and/or any travel required.

CLCLIIEENNT PT PRROOPPEERRTYTY

All materials furnished by the Client will remain the property of the Client and will be returned upon request, or

no more than 10 days from the termination of this agreement.

TTEERRMMIINNAATTIIOON ON OF AF AGGRREEEEMMEENNTT

The term of this Agreement is for a minimum period of 3 months, after which this agreement shall continue until

terminated by either party for any reason upon 60 days written notice without further obligation or liability.

Retainer SummaryBelow is a summary of the Retainer Terms:

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Our Terms & ConditionsFFOORRM OM OF EF ENNGGAAGGEEMMEENNTTiExecute SaaS agrees to supply and BigReviewTV (the 'Client') agrees to pay iExecute SaaS for the services and other deliverablesprovided. iExecute SaaS will not be responsible for any failure due to the Client failing to perform its responsibilities or due to othercircumstances outside iExecute SaaS's reasonable control.

CLCLIIEENNT RT RESESPPOONNSSIIBBIILLIITTIIESESThe Client understands that Grow SaaS Ltd is not an employee, and that this will be a collaborative, professional relationship ofequals where mutual professional respect, courtesy and consideration are expected. Due to the virtual nature of the relationship, theClient understands the importance of communication, especially via email. The Client understands that Grow SaaS Ltd is a businesswith other clients to serve, and requires fair, realistic notice in order to attend to requests and projects. The Client understands thatGrow SaaS Ltd may require detailed clarification of projects in order to meet expectations and provide the best support andhighest quality work.

FFEEESESThe Client shall pay iExecute SaaS the fees stated for the Services ("the Fees"). Fees are payable in the dollar currency stated. Feesdo not include GST or other applicable taxes, duties, levies or similar government fees, including penalties and interest. All suchapplicable Taxes (excluding iExecute SaaS's income tax) may be invoiced by iExecute SaaS to the Client in addition to the Fees.Additional hours are billed in 60 minute increments. All payments rendered are considered fully earned and non-refundable. Unusedhours under a retainer agreement are not carried over, unless otherwise agreed by both parties.

PPAAYYMMEENNTTiExecute SaaS will invoice the Client monthly unless stated otherwise and payment id sue and payable (without deduction or setoff) on the 20th of the month. iExecute SaaS shall be entitled to charge default interest calculated on a daily basis on all amountsoutstanding at a rate of 18% per annum until the actual date of payment of all amounts, including default interest. iExecute SaaSreserves the right to recover all reasonable expenses (including legal costs on a solicitor-client basis) incurred by iExecute SaaS incollecting amounts overdue.

TTEERRMMIINNAATTIIOONNThe term of this Agreement is for a minimum period of 3 months, after which this agreement may be terminated by either Partyfor any reason within 60 days written notice. If proper notice is not provided, no refunds shall be provided and Retainer fees aredue in full for the intended month of cancellation.

AACCCCUURRAACCYYThe Client agrees that the accuracy of the information supplied to Grow SaaS Ltd is the sole responsibility of the Client, and thatGrow SaaS Ltd is not responsible and shall not be held liable for the results of Services performed on the basis of inaccurate,incomplete or untruthful information furnished by the Client.

DDEELLAAYYS AS ANND VD VAARRIIAATTIIOONNSSAll timetables stated are estimates only. iExecute SaaS will use reasonable efforts to achieve agreed timetables. If a delay in theprovision or completion of the Services caused by circumstances outside iExecute SaaS's control occurs, then iExecute SaaS will beentitled to invoice and the Client will pay for all work completed to date. If the agreed date of completion of the Services is passedand not all Services have been completed, then the remaining payments for the remaining Services shall be evenly divided over thetotal months remaining up to the revised completion date. Any delay in agreeing changes or variations shall not alter any paymentsdue unless specifically agreed in writing.

IINNTTEELLLLEECTCTUUAAL PL PRROOPPEERRTYTYThe intellectual property in all pre-existing software, materials, methodologies, data and other information ("Pre-existing IP")supplied by a party pursuant to this agreement and in any modifications to such Pre-existing IP will be owned by the party thatsupplied the Pre-existing IP (or its third party suppliers). All new intellectual property developed by iExecute SaaS pursuant to thisagreement will be owned by iExecute SaaS. The Client is granted a nonexclusive, non-transferable licence to use such Pre-existingIP, modifications and any new intellectual property in the manner envisaged by this Proposal.

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CCOONNFFIIDDEENNTTIIAAL IL INNFFOORRMMAATTIIOONNThe parties shall keep all business information, trade secrets and other commercially sensitive information gained pursuant to thisagreement confidential and shall ensure that at any time during or after the term of this agreement such information shall not bedisclosed to any third party without the consent of the party supplying such information. Confidential information does not includeinformation that is required to be disclosed by law or is in or enters the public domain without a party having breached itsobligations under this agreement.

WWAARRRRAANNTYTYiExecute SaaS warrants that the Services will be completed with reasonable due care and diligence. This warranty is applicable for30 days from the delivery of the Services ("Warranty Period"). All other warranties, representations or conditions, whether expressor implied, are hereby excluded to the fullest extent permitted by law. This warranty does not apply if any problems are caused by:consumables or other items not approved by iExecute SaaS; the Client's changes, input, instructions or negligence or that of itsemployees or contractors; or if there is a substantial change in the operational use of the Services beyond what was agreedbetween the parties. The Client's sole remedy in respect of a breach of this warranty ("Defect") shall be for iExecute SaaS to usereasonable efforts to rectify the Defect ("Efforts"), which Efforts will be at the cost of iExecute SaaS in the case of a fixed priceDeliverable or at the cost of the Client in the case of an alternative price structure (eg time and materials, time-box). Norepresentation or warranty is made with respect to the outcome of such Efforts.

LLIIAABBIILLIITYTYIn any event, the total liability of iExecute SaaS (including for negligence) shall not exceed the payments made under this Proposalin the 12 months immediately prior to the breach.

IINNDDEEMMNNIITYTYThe Client hereby indemnifies and will keep iExecute SaaS indemnified against all obligations and liabilities incurred by any act,instruction or omission of the Client in relation to this Estimate.

FFOORRCE MCE MAAJJEEUURREEIf either Party is unable to perform its obligations under this agreement due to events beyond its control then either Party shall bereleased from its obligations under this agreement.

GGEENNEERRAALLThis agreement supersedes all previous communications, representations, agreements or understandings, verbal or written, betweenthe parties with respect to the Services. If at any time any provision of this agreement is or becomes illegal, invalid orunenforceable neither the legal validity nor enforceability of the remaining provisions shall in any way be affected or impaired. Nofailure or delay by iExecute SaaS in exercising any power or right under this agreement shall be deemed to be a waiver of anysuch power or right. This agreement shall not be modified or amended except by written agreement between iExecute SaaS andthe Client. This agreement shall be governed and construed in accordance with the laws of New Zealand. The parties submit to thenon-exclusive jurisdiction of the courts of New Zealand.

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SignaturePlease read the contract on the previous page to make sure you understand all the details involved with us

working together. It’s really important to us that everything is transparent and understood from the beginning

so that we lay a solid foundation for a great working relationship.

If you have any questions at all, please let us know. We’re happy to clarify any points and there may be some

items that we can sort out together. We’re committed to finding the best way to work together.

Once you feel confident about everything and are ready to move forward, please click the 'sign here' button

below. Sign in the box that pops up to make the acceptance official. Once we receive notification of your

acceptance, we’ll email you a separate copy of the signed contract for your records.

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Amy Walker

Director

Andy Corner

BigReviewTV

Date: