GAMES DEVELOPMENT AND LICENSING AGREEMENT

All obligations in the Previous Agreements shall continue, but in the event of any conflict between the terms of the Previous Agreements and this Agreement, this Agreement shall prevail; provided, however, in no event shall Section 11 and Sections 13, 15, 17 and 18 of Agreement 1 and Section 10 of Agreement 2 be superseded by this Agreement. The Parties further agree that future game development under Agreement 2 shall be indefinitely suspended as of the date hereof. The Parties further agree that as of the date hereof, ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall no longer hold any executive position with Tapinator. Simultaneously with the execution of this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall execute and deliver to Tapinator the form of resignation letter set forth in Annex B attached hereto. Simultaneous with the execution of this agreement, GeniTeam shall start delivering the source code and any software keys for the most recent versions of all games covered by the Previous Agreements with the exception of the “Pre- Existing” & “Pre-Public” games as defined in section 6 of Agreement 1. The software code shall be placed into a Dropbox account provided by Tapinator or via some other method mutually agreed among the Parties and this shall be completed for all games no later than 60 days from the date of execution of this Agreement. Notwithstanding anything herein, all games developed by GenITeam pursuant to i) Agreement 1, with the exception of the “Pre-Existing” & “Pre- Public” games, as defined in Exhibits A and Exhibit B thereto, and ii) Agreement 2, (collectively the “Tapinator Games”) shall continue to be Tapinator’s sole and exclusive property and GenITeam agrees to perform any and all acts that may be deemed reasonably necessary or desirable by Tapinator to evidence more fully the transfer of ownership of such games to Tapinator. For purposes of clarity, at expiry of this Agreement, Tapinator will continue to own and use cross promotion within the Tapinator Games as it deems fit.

To resolve previous disagreements relating to Agreement 1, Tapinator shall, within 30 days from the date of execution of this Agreement, transfer all of the “Pre- Existing” & “Pre-Public” games, as defined in Exhibits A and Exhibit B of Agreement 1, to ▇▇▇▇▇▇▇ ▇▇▇▇▇. Such transfer shall include Taxi Driver 3D / Pro Parking Taxi. Until such transfer, for the period January 1, 2017 – ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ will continue to receive 80 % of net-revenue as defined in section 6 of Agreement 1, from all of these games, with the exception of Taxi Driver 3D / Pro Parking Taxi. Until such transfer, for the period April 1, 2017 through the transfer date, ▇▇▇▇▇▇▇ ▇▇▇▇▇ will receive 100% of net-revenue as defined in section 6 of Agreement 1, from all of these games, including Taxi Driver 3D / Pro Parking Taxi. In consideration and in connection with this dispute resolution, simultaneously with the execution of this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Tapinator shall each execute and deliver a mutual release of all claims relating to Agreement 1, the form of which is attached hereto as Annex C.

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (“LCIA”) Rules, which Rules are deemed to be incorporated by reference into this clause.

Except as set forth below, TapGames makes no warranty expressed or implied regarding the fitness of the Games for a particular purpose or that the Games will be suitable or appropriate for the specific requirements of Tapinator. TapGames represents and warrants that (1) the Games shall be prepared in a workmanlike manner and with professional diligence and skill; (2) the Games will conform to the specifications and functions set forth in this Agreement; (4) the Games will not infringe the intellectual property rights of any third party, (5) the Games will be developed in compliance with applicable laws and (6) any “open source” code included in the Games will not integrate any open source software with the Games in such a way as to subject the Games to a requirement to make the source code of the Games available at no charge to any third party or as open source.

TapGames does not warrant that use of the Games will be uninterrupted or error- free. Tapinator accepts that games in general are prone to bugs and flaws within an acceptable level as determined in the industry.

The termination envisaged hereunder shall have no effect on Previous Agreements.

Further Assurances. Each of the parties hereto shall, and shall cause their respective affiliates to, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

Notices (Short-Form). All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre- paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Interpretation: For purposes of this Agreement, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (d) to sections, schedules, annexes and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; (e) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (f) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated there under. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. [Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.]

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, unless otherwise specified in this Agreement; provided, however, that in the case of a sale of substantially all of Tapinator’s assets, merger, change of control or other corporate reorganization of Tapinator, Tapinator shall have the right to transfer the license to the Games and this Agreement to the acquirer without the consent, written or otherwise, of TapGames.