TAPINATOR, INC. Quarterly Report

TAPINATOR, INC.

A Delaware Corporation Incorporated December 9th, 2013

110 West 40th Street, Suite 1902, New York, NY 10018

Telephone: 914-960-6232 Corporate Website: www.Tapinator.com

SIC Code: 7372

Quarterly Report For the period ending March 31, 2017

The number of shares outstanding of our Common Stock is 57,292,637 as of March 31, 2017

The number of shares outstanding of our Common Stock was 56,959,303 as of December 31, 2016

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: No: X (Double-click and select “Default Value” to check)

Indicate by check mark whether the company’s shell status has changed since the previous reporting period:

Yes: No: X

Indicate by check mark whether a change in control of the company has occurred over this reporting period:

Yes: No: X

The predecessor of Tapinator, Inc. was previously a shell company, therefore the exemption offered pursuant to Rule 144 is not available. Anyone who purchased securities directly or indirectly from us or any of our affiliates in a transaction or chain of transactions not involving a public offering cannot sell such securities in an open market transaction pursuant to a Rule 144 exemption.

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 1 of 31 Part A General Company Information

Item 1 The exact name of the issuer and its predecessor (if any).

Tapinator, Inc. Evolution Resources, Inc. (prior to November 4, 2013)

Item 2 The address of the issuer’s principal executive offices.

Company Headquarters Address 1: 110 West 40th Street Address 2: Suite 1902 Address 3: New York, NY 10018 Phone: (914) 930-6232 Email: [email protected] Website(s): www.tapinator.com

Item 3 The jurisdiction(s) and date of the issuer’s incorporation or organization.

Delaware Corporation Incorporated December 9, 2013

Part B Share Structure

Item 4 The exact title and class of securities outstanding.

Trading Symbol: TAPM Exact title and class of securities outstanding: Common Stock CUSIP: 876037102 Par or Stated Value: $0.001 Total shares authorized: 150,000,000 as of: 3/31/17 Total shares outstanding: 57,292,637 as of: 3/31/17

Trading Symbol: NA Exact title and class of securities outstanding: Series A Convertible Preferred Stock CUSIP: NA Par or Stated Value: $0.001 Total shares authorized: 840 as of: 3/31/17 Total shares outstanding: 420 as of: 3/31/17

Item 5 Par or stated value and description of the security.

A. Par or Stated Value.

The Company’s authorized capital stock consists of:

• 150,000,000 shares of common stock, par value $0.001; and • 1,532,500 shares of preferred stock, par value $0.001.

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 2 of 31 B. Common or Preferred Stock.

1. For common equity, describe any dividend, voting and preemption rights.

Voting Rights

For all matters submitted to a vote of stockholders, each holder of the Company’s common stock is entitled to one vote for each share registered in his, her, or its name. Holders of common stock vote together as a single class.

Dividend Rights

Subject to preferential dividend rights of any other class or series of stock, the holders of shares of common stock are entitled to receive dividends, including dividends of equity, as and when declared by the Company’s board of directors, subject to any limitations applicable by law and to the rights of the holders, if any, of the Company’s preferred stock.

Liquidation

In the event the Company is liquidated, dissolved or its affairs are wound up, after we pay or make adequate provision for all of the Company’s debts and liabilities, each holder of common stock will be entitled to share ratably in all assets that remain, subject to any rights that are granted to the holders of any class or series of preferred stock.

Other Rights and Preferences

Subject to the preferential rights of any other class or series of stock, all shares of common stock have equal dividend, distribution, liquidation and other rights, and have no preference, appraisal or exchange rights, except for any appraisal rights provided by Delaware law. Furthermore, holders of common stock have no conversion, sinking fund or redemption rights, or preemptive rights to subscribe for any of the Company’s securities.

The rights, powers, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock which we may designate and issue in the future.

2. For preferred stock, describe the dividend, voting, conversion and liquidation rights as well as redemption or sinking fund provisions.

Series A Convertible Preferred Stock

Conversion Rights and Conversion Price

There are 420 shares of Series A Preferred outstanding and 840 shares of Series A Preferred authorized, which shares of Series A Preferred are currently subject to beneficial ownership blockers and are exchangeable at the option of the holder into 1,680,000 shares of common stock.

Each share of Series A Preferred has a stated value of $1,000 and a conversion price of $0.25 (420 multiplied by $1,000 divided by 0.25 equals 1,680,000).

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 3 of 31 In the event the Company issues shares of common stock below $0.25 (with certain exceptions), the conversion price will be reduced from $0.25 to the price at which such shares of common are issued and, as such, will result in a higher number of common stock issuable under the Series A Preferred based on the calculation above.

Conversion Restriction

At no time may a holder of shares of Series A Preferred convert shares of the Series A Preferred if the number of shares of common stock to be issued pursuant to such conversion would result in such holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time; provided, however, that this limitation may be increased to 9.99% upon sixty-one days’ notice to us.

Dividend Rights

The Series A Preferred has no separate dividend rights. However, whenever the board of directors declares a dividend on the common stock, each holder of record of a share of Series A Preferred, or any fraction of a share of Series A Preferred, on the date set by the board of directors to determine the owners of the common stock of record entitled to receive such dividend (Record Date) shall be entitled to receive out of any assets at the time legally available therefor, an amount equal to such dividend declared on one share of common stock on an as-if-converted-to-Common Stock basis as of the Record Date.

Voting Rights

The Series A Preferred has no voting rights, except with respect to transactions upon which the Series A Preferred shall be entitled to vote separately as a class. The common stock into which the Series A Preferred is exchangeable shall, upon issuance, have all of the same voting rights as other issued and outstanding shares of the Company’s common stock.

Liquidation Rights

In the event of the liquidation, dissolution or winding up of the Company’s affairs, after payment or provision for payment of the Company’s debts and other liabilities, the holders of Series A Preferred then outstanding shall be entitled to receive, out of the Company’s assets, if any, an amount equal to such distribution on one share of common stock on an as-if-converted-to-Common Stock as of the date of the distribution.

3. Describe any other material rights of common or preferred stockholders.

None, except as set forth above.

4. Describe any provision in the issuer’s charter or by-laws that would delay, defer or prevent a change in control of the issuer.

None.

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 4 of 31 Item 6 The number of shares or total amount of the securities outstanding for each class of securities authorized.

Common Stock 03/31/2017 Total shares authorized: 150,000,000 Total shares outstanding: 57,292,637 Freely tradable shares: 12,020,723 Beneficial shareholders owning at least 100 shares: 83 Total number of shareholders of record: 128

12/31/2016 Total shares authorized: 150,000,000 Total shares outstanding: 56,959,303 Freely tradable shares: 12,020,723 Beneficial shareholders owning at least 100 shares: 85 Total number of shareholders of record: 130

12/31/2015 Total shares authorized: 150,000,000 Total shares outstanding: 57,209,303 Freely tradable shares: 9,355,030 Beneficial shareholders owning at least 100 shares: 100 Total number of shareholders of record: 144

Series A Preferred Stock 03/31/2017 Total shares authorized: 840 Total shares outstanding: 420 Freely tradable shares: 0 Beneficial shareholders owning at least 100 shares: 1 Total number of shareholders of record: 1

12/31/2016 Total shares authorized: 840 Total shares outstanding: 420 Freely tradable shares: 0 Beneficial shareholders owning at least 100 shares: 1 Total number of shareholders of record: 1

12/31/2015 Total shares authorized: 0 Total shares outstanding: 0 Freely tradable shares: 0 Beneficial shareholders owning at least 100 shares: 0 Total number of shareholders of record: 0

Item 7 The name and address of the transfer agent*.

Name: Action Stock Transfer Address 1: 2469 E. Fort Union Blvd Address 2: Suite 214 Address 3: Salt Lake City, Utah 84121 Phone: (801) 274 1088

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 5 of 31 Part C Business Information

Item 8 The nature of the issuer’s business.

In describing the issuer’s business, please provide the following information:

A. Business Development.

Tapinator, Inc. is a Delaware Company that was incorporated on December 9, 2013. On June 16, 2014, the Company executed a securities exchange agreement with the members of Tapinator LLC, a New York limited liability company, whereby the Company issued 36,700,000 shares of its common stock (representing 80% of its then common stock outstanding after giving effect to the transaction) to the members of Tapinator LLC in exchange for 100% of the outstanding membership interests of Tapinator LLC. The transaction resulted in a business combination and a change of control within its business purpose. For accounting and financial reporting purposes, Tapinator LLC was considered the acquirer and the transaction was treated as a reverse merger.

On October 1, 2014, the Company created a wholly-owned subsidiary, Tapinator IAF LLC (“TapIAF”) which executed a purchase agreement with InAppFuel, Inc., a Delaware corporation and related entity (“IAF”), and IAF’s majority note holders to acquire certain assets and liabilities of IAF’s mobile mini-game software development business (the “IAF Business”) in exchange for (i) the assumption of certain promissory notes owed by IAF, (ii) providing a revolving line of credit for the IAF Business, and (iii) the issuance of new Series A Redeemable Preferred Stock in TapIAF to the equity holders of IAF (the “IAF Transaction”).

On June 19, 2015, the Company raised $2.0 million through the sale of a $2.24 million 8% senior secured convertible debenture due January 1, 2017 with an initial conversion price of $0.205 per share. The purchaser received five-year warrants to purchase 10.9 million shares at an exercise price of $0.30 per share, and five-year callable warrants to purchase 10.9 million shares at an exercise price of $0.30 per share, exercisable only upon a payment default. Certain officers, directors and other affiliates of the Company pledged 29 million shares as security for the debenture.

On June 18, 2015, pursuant to exchange agreements dated June 9, 2015 between the Company and the shareholders of the Series A Redeemable Preferred Stock of TapIAF, such stock was exchanged in its entirety for 257,833 shares of the Company’s restricted Common Stock.

On June 18, 2015, pursuant to a conversion agreement dated June 9, 2015 between the Company and the two holders of the Company’s Series B Super Voting Preferred Stock, such stock was converted in its entirety into 36,764 shares of restricted Common Stock.

During the fourth quarter of 2015, the Company determined that the IAF Business was substantially impaired, and that the remaining balance of such underlying assets were likely unrecoverable. In accordance with ASC 985-20, the carrying value of these assets were fully impaired as of December 31, 2015.

In July 2016, the Company and the holder of its Senior Secured Convertible Debenture entered into an agreement to amend and refinance the terms of the $2.24 million 8% OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 6 of 31 Original Issue Discount Senior Secured Convertible Debenture originally issued in June, 2015. Pursuant to the Exchange Agreement, the following material terms of the Original Financing were amended, altered and/or ratified: (i) the Original Debenture was exchanged in its entirety for the issuance of a new 8% Original Issue Discount Senior Secured Convertible Debenture with an original principal amount of $2,394,000 and an increased conversion price of $0.25, (ii) the issuance of 420 shares of a new Series A Convertible Preferred Stock as further described by the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock which may be exercised for up to 1,680,000 shares of Company’s common stock, (iii) the extension of the maturity date of the Series A Warrant from June 22, 2020 until July 28, 2021, (iv) the cancellation of the Series B Warrants in their entirety, (v) the ratification of the Security Agreement executed by the Company with respect to all of its assets (as required by the initial Purchase Agreement and Original Debenture) as continued collateral for the New Debenture as well as the ratification of the Subsidiary Guarantee and Pledge and Security Agreement as such agreements are referenced in the Purchase Agreement and Exchange Agreement, and (vi) the creation of a new right for the Holder, subject to the written consent of the Company, for a $2,100,000 cash investment in the Company with identical terms to the New Financing.

The Company’s year-end is December 31. The Company has never been in bankruptcy, receivership or any similar proceeding. The Company has never been in default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make payments. The Company has never had any of its securities delisted by any securities exchange. There are no current, past, pending or threatened legal proceedings or administrative actions either by or against the Company that could have a material effect on the Company’s business, financial condition, or operations and there are no current, past or pending trading suspensions by a securities regulator.

B. Business of Issuer. Describe the issuer’s business so a potential investor can clearly understand it.

Tapinator, Inc. develops and publishes free to play (“F2P”) mobile games for smartphones and tablets on the iOS, Google Play, and Amazon platforms. Tapinator’s portfolio includes over 300 mobile gaming titles that, collectively, have achieved over 400 million player downloads, including games such as ROCKY™, Combo Quest, Video Poker Classic, Solitaire Dash and Dice Mage. Tapinator generates revenues through the sale of branded advertisements and via consumer app-store transactions. Founded in 2013, Tapinator is headquartered in New York, with product development teams located in the United States, Germany, Pakistan, Indonesia, Russia and Canada. Consumers can find high-quality mobile entertainment wherever they see the ‘T’ character logo, or at Tapinator.com.

To the extent material to an understanding of the issuer, please also include the following:

1. the issuer’s primary and secondary SIC Codes;

The Company’s primary SIC code is 7232.

2. if the issuer has never conducted operations, is in the development stage, or is currently conducting operations;

The Company is currently conducting operations. OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 7 of 31

3. whether the issuer has at any time been a “shell company”;

The Company’s predecessor was previously a “shell company.” The Company attests that it is not currently a “shell company.”

4. the names and contact information of any parent, subsidiary, or affiliate of the issuer, and its business purpose, its method of operation, its ownership, and whether it is included in the financial statements attached to this disclosure statement;

Tapinator, LLC (100% Owned; included in the attached financial statements) Address: 110 West 40th Street, Suite 1902, New York, NY 10018 Telephone: 914-960-6232 Business purpose: The company was created to develop and publish mobile games for the Google Android, Apple iOS and Amazon Kindle gaming platforms.

Tapinator IAF, LLC (100% Owned; included in the attached financial statements) Address: 110 West 40th Street, Suite 1902, New York, NY 10018 Telephone: 914-960-6232 Business purpose: The company was created to acquire certain mini-game assets of InAppFuel, Inc.

Tap2Play, LLC (100% Owned; included in the attached financial statements) Address: 110 West 40th Street, Suite 1902, New York, NY 10018 Telephone: 914-960-6232 Business purpose: The Company was created to publish certain Rapid-Launch mobile games in conjunction with a related party, beginning in March 2017.

5. the effect of existing or probable governmental regulations on the business;

N/A.

6. an estimate of the amount spent during each of the last two fiscal years on research and development activities, and, if applicable, the extent to which the cost of such activities were borne directly by customers;

2015 Software development costs - $824,429. 2016 Software development costs - $1,194,628.

7. costs and effects of compliance with environmental laws (federal, state and local); and

N/A.

8. the number of total employees and number of full-time employees.

Total of 11 employees, including 6 full time employees as of 3/31/2017.

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 8 of 31 Item 9 The nature of products or services offered.

In responding to this item, please describe the following so that a potential investor can clearly understand the products and services of the issuer:

A. principal products or services, and their markets;

Tapinator, Inc. develops and publishes free to play (F2P) mobile games for smartphones and tablets on the iOS, Google Play, and Amazon platforms. Tapinator's portfolio includes over 300 mobile gaming titles that, collectively, have achieved over 400 million player downloads, including games such as ROCKY™, Combo Quest, Video Poker Classic, Solitaire Dash and Dice Mage. Tapinator generates revenues through the sale of branded advertisements and via consumer app-store transactions.

The Company currently develops two types of games, “Rapid-Launch Games” and “Full- Featured Games.” Tapinator’s Rapid-Launch Games are developed and published in significant quantity. These are titles that are built economically and rapidly based on a series of internally developed, expandable and reusable game engines. To date, these engines have been developed within the following game genres: parking, driving, stunts, shooters, fighting, animal sims, career sims and racing. These games are monetized primarily through the sale of branded advertisements.

The Company’s Full-Featured Games are unique products with high production values and high revenue potential, developed and published selectively based on both original and licensed IP. These titles require significant development investment and have, in the opinion of management, the potential to become well-known and long-lasting, successful mobile game franchises. These games are monetized primarily via consumer app-store transactions.

B. distribution methods of the products or services;

The Company’s games are distributed via the iOS, Google Play, and Amazon app stores.

C. status of any publicly announced new product or service;

The Company is regularly engaged in the development of new mobile games and launches new games and updates to existing games on a regular basis.

D. competitive business conditions, the issuer’s competitive position in the industry, and methods of competition;

. The mobile gaming industry is characterized by fierce competition. The mobile gaming industry is growing rapidly, evolving constantly, and the possibility for innovative companies to succeed is significant. The mobile gaming industry is, in all respects, global and Tapinator has competitors around the world. Approximately two dozen public companies around the world have significant portions of their business in mobile gaming content creation including:

United States - Activision-Blizzard, Zynga, Glu Mobile, Tapinator, TakeTwo and EA;

Japan - DeNa, Gree, Nexon, and Gung-Ho in Japan;

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 9 of 31 Korea - Gamevil, Kakao, NetMarble and Com2Us;

China - Tencent, Netease, Boyaa, Forgame, GameOne Holdings, OurPalm, IGG, and ZQ Games; and

Europe - G5 Entertainment, Gameloft, Ubisoft, and Next Games.

Major privately held mobile gaming companies also include companies such as Niantic, Jam City, Scopely and Rovio. Despite this seemingly large number of significant players in the market, there are a large number of smaller developers with one or two games and the market remains very fragmented. The competition for users’ time and spending is decided primarily through factors such as game quality, brand recognition, and marketing & distribution channel power. Having players in one game also opens up the possibility of cross-promotion, which has also shown to be very important. We believe that, while it is still early for the mobile gaming industry, the market has begun to show signs of maturing and we believe that significant consolidation is likely to occur over the next five years.

Recent examples of mobile gaming M&A transactions and their transaction values include:

• Tencent (TCEHY) / Supercell: $8.6 billion • Activision-Blizzard (ATVI) / King: $5.9 billion • Giant (SZ:002558)/ Playtika: $4.4 billion • Netmarble / Kabam: $800 million • Ubisoft / Ketchapp: Transaction Value Undisclosed • Take Two (TTWO) / Social Point: $276 million

E. sources and availability of raw materials and the names of principal suppliers;

Principal suppliers:

1. TapGames / Geniteam / Khurram Samad 2. Darren Briden 3. Maik Haider und Niklas Lipka GbR - Maik Haider

F. dependence on one or a few major customers;

The Company relies significantly on the following major customers: Apple, Google, Amazon, Facebook, Twitter and Unity.

G. patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including their duration; and

Trademarks: 1. Tapinator 2. Combo Quest 3. Video Poker VIP 4. Balance of the Shaolin

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 10 of 31 Royalty & License agreements:

1. Combo Quest 2 (June 2016 - Perpetual) 2. Dice Mage 1 (August 2015 - Perpetual) 3. Dice Mage 2 (July 2017 – Perpetual) 4. ROCKY (June 2015 - December 31, 2018) 5. Big Sport Fishing 1 (Expires upon global release of Big Sport Fishing 2017) 6. Big Sport Fishing 2017 (Expires 24 months following global release) 7. Tap Games (March 1, 2017 – February 28, 2020)

H. the need for any government approval of principal products or services and the status of any requested government approvals.

None.

Item 10 The nature and extent of the issuer’s facilities.

Please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.

If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.

In August 2016, the Company entered into a lease for approximately 1,000 square feet of office space to house the Company’s New York headquarters which expires in December 2021. Future minimum payments under this lease for the fiscal years ending December 31, 2016, 2017, 2018, 2019, 2020 and 2021 are $21,364, $64,786, $66,329, $67,918, $70,180, $72,932 respectively.

Part D Management Structure and Financial Information

Item 11 The name of the chief executive officer, members of the board of directors, as well as control persons.

Please give a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant shareholders.

A. Officers and Directors. In responding to this item, please provide the following information for each of the issuer’s executive officers, directors, general partners and control persons, as of the date of this information statement:

1. Full name;

2. Business address;

3. Employment history (which must list all previous employers for the past 5 years, positions held, responsibilities and employment dates); OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 11 of 31

4. Board memberships and other affiliations;

5. Compensation by the issuer; and

6. Number and class of the issuer’s securities beneficially owned by each such person.

Ilya Nikolayev, Chairman & CEO Tapinator, Inc. - 110 West 40th St., Suite, 1902, NY, NY 10018

Mr. Nikolayev is an accomplished technology executive who previously served as the CEO and Co-Founder of Familybuilder. In 2007, Mr. Nikolayev created one of the first successful Facebook applications, Family Tree, and grew the property to over 6 million monthly active unique users and 45 million total users. Mr. Nikolayev raised venture capital funding, grew the business to profitability, and successfully sold Familybuilder to Intelius in 2011, generating a significant return for all of its investors. In 2013, Mr. Nikolayev co-founded InAppFuel, a developer of patented mini-game software for mobile game developers that was acquired by Tapinator in 2014. Prior to Familybuilder, Mr. Nikolayev worked in banking for JP Morgan. Mr. Nikolayev graduated cum laude from New York University.

Annual Base Compensation: $207,900, Common Shares: 11,387,766, Stock Options: 0

Andrew Merkatz, President, CFO & Director Tapinator, Inc. - 110 West 40th St., Suite, 1902, NY, NY 10018

Andrew Merkatz is a finance executive with 20 years of experience as an operator and investor in media and technology growth companies. From 2008-2015, Mr. Merkatz was a Managing Director of Investments at Vision Capital where he managed investments in digital media and software technology. Mr. Merkatz began his career at private equity firm, Interlaken Capital. He later served as Chief Operating Officer for Site-Specific, one of the first internet advertising agencies (sold to CKS Group), Vice President of Corporate Development at FLOORgraphics, a pioneering in-store media company (sold to News Corp.), and President of Predict It, a venture backed digital media company. In 2007, Mr. Merkatz co-founded Familybuilder, a leading Facebook app developer, which profitably scaled to more than 45 million users prior to the successful sale of the Company to Intelius in 2011. In 2013, Mr. Merkatz co-founded InAppFuel, a developer of patented mini-game software for mobile game developers that was acquired by Tapinator in 2014. Mr. Merkatz joined Tapinator as the Company’ s President in June of 2015. Mr. Merkatz holds a B.A. in Economics, with distinction, from the University of Pennsylvania, and an M.B.A. from Harvard Business School.

Annual Base Compensation: $207,900, Common Shares: 4,999,9501, Stock Options: 0

(1) Includes 2,551,625 shares held in trust for Mr. Merkatz’ children. Mr. Merkatz disclaims beneficial ownership of such shares.

Brian Chan, VP of Finance and Accounting & Secretary Tapinator, Inc. - 110 West 40th St., Suite, 1902, NY, NY 10018

Brian Chan has more than a decade of diversified experience in finance and accounting management and IT systems, from start-up companies to the Fortune 100. Prior to joining Tapinator, Inc., Brian was the Head of Finance and Operations of a start-up company, ONA Designs International, LLC - a purveyor of high-end leather bags and accessories. At ONA, he was fully responsible for all matters related to accounting, financial planning & reporting, operations, IT and human resources. Under his leadership, the company tripled its revenue in less than 3 years, and

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 12 of 31 was ultimately acquired by a New York private investment firm. Brian was also a core member of early finance team of Glaceau, the maker of VitaminWater and SmartWater, from 2004 to 2009. He was responsible for financial planning and analysis, sales reporting and marketing spend control for the company. The company developed into a $1 billion brand and was ultimately acquired by Coca- Cola for $4.1 billion in 2007. Mr. Chan holds an M.B.A from Pace University and B.A. from Baruch College.

Annual Base Compensation: $130,000, Common Shares: 0, Stock Options: 250,000

Khurram Samad – Control Person (Affiliated Significant Shareholder) GeniTeam - H3 Lane 1 Falcon Complex, Tufail Road Cantt, Lahore, Punjab, 54810, Pakistan

Mr. Samad is the CEO of GeniTeam, a software development company he founded in 2006 specializing in mobile, with over 40 developers in-house, and which provides extensive game development services to the Company. Mr. Samad was also previously the CTO of Tapinator. He is an experienced leader of offshore technical teams, focused on cost effectively creating high- quality games and applications across mobile platforms. Mr. Samad earned his BS in Computer Science from National University of Computer and Emerging Science. MBA from LUMS.

Annual Base Compensation: NA (2), Common Shares: 15,292,891, Stock Options: 0

(2) The Company utilizes the services of GeniTeam, an entity controlled by Mr. Samad, for the development of certain of its mobile games. Amounts incurred by the Company for such development services for the three months ended March 31, 2017 were $164,598. The portion of this amount deemed to be compensation, if any, to Mr. Samad is indeterminable.

Robert Crates, Independent Director Tapinator, Inc. - 110 West 40th St., Suite, 1902, NY, NY 10018

Robert Crates has over 25 years of experience in private equity, investing in a broad range of industries and asset categories. Mr. Crates has served on the board of directors of numerous public and private companies. He has invested in leading venture capital and hedge funds and served as an advisory director to iEurope, a venture capital fund manager focused on Eastern Europe, and as an advisor/initial investor in the Global Undervalued Securities Hedge Fund. He is currently Chairman of Power-by-Power Texas, an electricity procurement, brokerage, and management company. Mr. Crates was previously the President and Co-Founder of Crates Thompson Capital, a private equity investment management company, the General Partner of a private equity fund managed for the principals of Luther King Capital Management, an investment advisory company with more than $10 billion under management, and an analyst in corporate banking with the United States Trust Company of New York. He is a graduate of Yale University.

Current Annual Base Compensation: $10,000, Common Shares: 1,000,000, Stock Options: 0

Teymour Farman-Farmaian, Independent Director Tapinator, Inc. - 110 West 40th St., Suite, 1902, NY, NY 10018

Teymour Farman-Farmaian was Chief Acquisition and Retention Officer (later CMO) at Spotify, the world’s leading music streaming service, starting in 2011. In this role, Teymour was responsible for subscription revenues and led a team of over 100 employees. He helped triple revenue growth to hit a $500 million run rate, and achieve 7.5 million DAU. Teymour was responsible for user subscription revenues, user acquisition, global brand, payments, localization, customer service, and analytics. In 2012, Teymour left Spotify to focus on various start -ups with heavy viral and engagement components. Before Spotify, Teymour spent close to two years with Zynga as GM of Partnerships. There, he was responsible for Zynga’s multi-billion dollar partnership with Facebook as well as relationships with Yahoo and Google. In this role, Teymour helped launch over a dozen OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 13 of 31 social games. Teymour went to Zynga after six years at Google. He had joined Google as Director of European Sales Operations, where he helped achieve ten figure revenues. His last position at Google was as Director of Sales Services, where he served deal teams working on partnerships (including AOL and eBay) responsible for 25% of Google’s revenue. Teymour has a BA from Duke University and an MBA from Harvard University.

Current Annual Base Compensation: NA, Common Shares: 200,000, Stock Options: 300,000

B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have, in the last five years, been the subject of:

1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

None.

2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;

None.

3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or

None.

4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities.

None.

C. Disclosure of Family Relationships. Describe any family relationships5 among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or beneficial owners of more than five percent (5%) of the any class of the issuer’s equity securities.

None.

D. Disclosure of Related Party Transactions. Describe any transaction during the issuer’s last two full fiscal years and the current fiscal year or any currently proposed transaction, involving the issuer, in which (i) the amount involved exceeds the lesser of $120,000 or one percent of the average of the issuer’s total assets at year-end for its last three fiscal years and (ii) any related person had or will have a direct or indirect material interest. Disclose the following information regarding the transaction: OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 14 of 31

1. The name of the related person and the basis on which the person is related to the issuer;

2. The related person’s interest in the transaction;

3. The approximate dollar value involved in the transaction (in the case of indebtedness, disclose the largest aggregate amount of principal outstanding during the time period for which disclosure is required, the amount thereof outstanding as of the latest practicable date, the amount of principal and interest paid during the time period for which disclosure is required, and the rate or amount of interest payable on the indebtedness);

4. The approximate dollar value of the related person’s interest in the transaction; and

5. Any other information regarding the transaction or the related person in the context of the transaction that is material to investors in light of the circumstances of the particular transaction.

Instruction to paragraph D of Item 11:

1. For the purposes of paragraph D of this Item 11, the term “related person” means any director, executive officer, nominee for director, or beneficial owner of more than five percent (5%) of any class of the issuer’s equity securities, immediate family members6 of any such person, and any person (other than a tenant or employee) sharing the household of any such person.

2. For the purposes of paragraph D of this Item 11, a “transaction” includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

3. The “amount involved in the transaction” shall be computed by determining the dollar value of the amount involved in the transaction in question, which shall include:

a. In the case of any lease or other transaction providing for periodic payments or installments, the aggregate amount of all periodic payments or installments due on or after the beginning of the issuer’s last fiscal year, including any required or optional payments due during or at the conclusion of the lease or other transaction providing for periodic payments or installments; and

b. In the case of indebtedness, the largest aggregate amount of all indebtedness outstanding at any time since the beginning of the issuer’s last fiscal year and all amounts of interest payable on it during the last fiscal year.

4. In the case of a transaction involving indebtedness:

a. The following items of indebtedness may be excluded from the calculation of the amount of indebtedness and need not be disclosed: amounts due from the related person for purchases of goods and services subject to usual trade terms, for OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 15 of 31 ordinary business travel and expense payments and for other transactions in the ordinary course of business; and

b. Disclosure need not be provided of any indebtedness transaction for beneficial owners of more than five percent (5%) of any class of the issuer’s equity securities or such person’s family members.

5. Disclosure of an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction need not be provided. Disclosure of compensation to a director also need not be provided.

6. A person who has a position or relationship with a firm, corporation, or other entity that engages in a transaction with the issuer shall not be deemed to have an indirect material interest for purposes of paragraph D of this Item 11 where:

a. The interest arises only:

i. From such person’s position as a director of another corporation or organization that is a party to the transaction; or

ii. From the direct or indirect ownership by such person and all other related persons, in the aggregate, of less than a ten percent (10%) equity interest in another entity (other than a partnership) which is a party to the transaction; or

iii. From both such position and ownership; or

b. The interest arises only from such person’s position as a limited partner in a partnership in which the person and all other related persons have an interest of less than ten percent (10%), and the person is not a general partner of and does not hold another position in the partnership.

7. Disclosure need not be provided pursuant to paragraph D of this Item 11 if:

a. The transaction is one where the rates or charges involved in the transaction are determined by competitive bids, or the transaction involves the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority;

b. The transaction involves services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; or

c. The interest of the related person arises solely from the ownership of a class of equity securities of the issuer and all holders of that class of equity securities of the issuer received the same benefit on a pro rata basis.

8. Include information for any material underwriting discounts and commissions upon the sale of securities by the issuer where any of the specified persons was or is to be a principal underwriter or is a controlling person or member of a firm that was or is to be a principal underwriter.

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 16 of 31 Pursuant to development agreements with Khurram Samad dated June 17, 2014 and a successor Professional Services Agreement dated September 29, 2016 with GenITeam (a Company controlled by Khurram Samad), the Company paid for the services of Mr. Samad, a former officer and current control shareholder, on an ongoing basis for the development of its Rapid-Launch Games. Copies of the agreements are provided herein.

On April 23, 2017, the Company entered into a new successor Rapid-Launch Games development agreement with TapGames, an entity controlled by Khurram Samad. Beginning as of March 1, 2017, the costs of game development and the commensurate revenue share from such games will be split on a basis of 60% TapGames and 40% Tapinator. The Company shall be entitled to its 40% share of revenue from the Games for the period of three years from the launch of each game. A copy of the agreement is provided herein.

On February 16, 2016, the Company entered into an Employment Offer Agreement with Brian Chan, the Company’s current Secretary and Vice President of Finance. Such Agreement was amended on August 25th, 2016 and again on March 31, 2017. A copy of of the Agreement, and amendments thereto, are provided herein.

On June 30, 2015, pursuant to a Royalty Forgiveness Agreement with the Company, Andrew Merkatz forgave a royalty right in one of the Company’s mobile games that he had previously purchased from the Company in 2014 for $55,000.

On June 18, 2015, pursuant to a note conversion agreement dated June 9, 2015, a $75,000 convertible promissory note previously issued by the Company in 2014, and held by IMG Bradenton Lion Holdings, a limited liability company controlled by Andrew Merkatz, was converted into 300,000 shares of Common Stock. On the conversion date, $5,514 of accrued interest was waived and the note was deemed paid in full.

On June 18, 2015, the Company issued 246,815 shares of restricted Common Stock to Dr. Irwin Merkatz, the father of Andrew Merkatz, pursuant to the conversion of a convertible promissory note issued to Dr. Merkatz in April 2015 with a principal balance of $50,000.

On June 18, 2015, pursuant to conversion agreements dated June 9, 2015 between the Company and the holders of the IAF Notes (previously assumed by the Company as part of the consideration provided in the IAF Transaction), such notes were converted into 423,893 shares of restricted Common Stock. The principal balances plus accrued interest on the date of conversion was $127,168. Ilya Nikolayev and Yves Anidjar were holders of some of the IAF Notes. The number of shares issued to Mr. Nikolayev and Mr. Anidjar as part of this conversion was 217,500 and 14,261, respectively.

On June 18, 2015, pursuant to exchange agreements dated June 9, 2015 between the Company and the shareholders of the Series A Redeemable Preferred Stock of Tapinator IAF LLC (previously issued by the Company as part of the consideration provided in the IAF Transaction in October 2014), such stock was exchanged for 257,833 shares of the Company’s restricted Common Stock. The number of shares of Common Stock issued to Ilya Nikolayev, Andrew Merkatz, Georgi Darakev and Yves Anidjar was 96,224, 63,979, 80,357 and 15,355, respectively.

On May 7, 2015, the Company entered into executive employment agreements with Ilya Nikolayev and Andrew Merkatz effective as of June 1, 2015. Such agreements were amended on August 25th, 2016 and again on March 31, 2017. Copies of the agreements, and amendments thereto, are provided herein. For the month of May 2015, the Company paid consulting fees to Mr. Merkatz of $15,000.

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 17 of 31 E. Disclosure of Conflicts of Interest. Describe any conflicts of interest. Describe the circumstances, parties involved and mitigating factors for any executive officer or director with competing professional or personal interests.

None.

Item 12 Financial information for the issuer’s most recent fiscal period.

The Company’s unaudited Condensed Consolidated Financial Statements for the Quarters Ended March 31, 2017 and March 31, 2016 have been filed through www.OTCIQ.com as a “Quarterly Report” on May 15, 2017, and such financial statements (including the Company’s balance sheet, statement of income; statement of cash flows; statement of changes in stockholders’ equity, and financial notes) are incorporated by reference. The financial statements may be accessed directly at the link below: https://www.otcmarkets.com/financialReportViewer?symbol=TAPM&id=171749

Item 13 Similar financial information for such part of the two preceding fiscal years as the issuer or its predecessor has been in existence.

The Company’s Audited Consolidated Financial Statements for the Years Ended December 31, 2016 and December 31, 2015 have been filed through www.OTCIQ.com as an “Annual Report” on March 29, 2017, and such financial statements (including the Company’s balance sheet, statement of income; statement of cash flows; statement of changes in stockholders’ equity, and financial notes, and audit letter) are incorporated by reference. The financial statements may be accessed directly at the link below:

https://www.otcmarkets.com/financialReportViewer?symbol=TAPM&id=168299

Item 14 Beneficial Owners.

Provide a list of the name, address and shareholdings of all persons beneficially owning more than five percent (5%) of any class of the issuer’s equity securities.

To the extent not otherwise disclosed, if any of the above shareholders are corporate shareholders, provide the name and address of the person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders.

Ilya Nikolayev owns 11,387,766 shares of Common Stock (19.9%). Tapinator. Inc. 110 West 40th St. #1902, New York, NY 10018

Khurram Samad owns 15,929,891 shares of Common Stock (26.7%). GeniTeam. H3 Lane 1 Falcon Complex, Tufail Road Cantt, Lahore, Punjab, 54810, Pakistan

Andy Merkatz owns 4,999,950(1) shares of Common Stock (8.7%). Tapinator, Inc. 110 West 40th St. #1902, New York, NY 10018

(1) Includes 2,551,625 shares of Common Stock (4.4%) held in trust for Mr. Merkatz’ children. Mr. Merkatz disclaims beneficial ownership of such shares.

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 18 of 31

Item 15 The name, address, telephone number, and email address of each of the following outside providers that advise the issuer on matters relating to operations, business development and disclosure:

Legal Counsel Name: Jeffrey M. Quick Firm: Quick Law Group PC Address 1: 1035 Pearl Street, Suite 403 Address 2: Boulder, CO 80302 Phone: (720) 259-3393 Email: [email protected]

Auditor Name: Jim Liggett Firm: Liggett & Webb P.A. Address 1: 432 Park Avenue South Address 2: New York, NY 10016 Phone: (212) 481-3490 Email: [email protected]

Item 16 Management’s Discussion and Analysis or Plan of Operation.

Overview & Financial Condition – March 31, 2017 and March 31, 2016

This overview provides a high-level discussion of our operating results and some of the trends that affect our business. We believe that an understanding of these trends is important to understand our financial results for the period ended March 31, 2017 & period ended March 31, 2016. This summary is not intended to be exhaustive, nor is it intended to be a substitute for the detailed discussion and analysis provided elsewhere in this report, including our unaudited condensed consolidated financial statements and accompanying notes.

Tapinator, Inc. develops and publishes free to play (F2P) mobile games for smartphones and tablets on the iOS, Google Play, and Amazon platforms. Tapinator’s portfolio includes over 300 mobile gaming titles that, collectively, have achieved over 400 million player downloads, including games such as ROCKY™, Combo Quest, Video Poker Classic, Solitaire Dash and Dice Mage. Tapinator generates revenues through the sale of branded advertisements and via consumer app-store transactions.

The Company currently develops two types of games. Tapinator’s Rapid-Launch Games are developed and published in significant quantity. These are titles that are built economically and rapidly based on a series of internally developed, expandable and re-useable game engines. The Company’s Full- Featured Games are unique products with high production values and high revenue potential, developed and published selectively based on both original and licensed IP. These titles require significant development investment and have, in the opinion of management, the potential to become well-known and long-lasting, successful mobile game franchises.

Rapid-Launch Games: We define a Rapid-Launch Game as a product that is built on top of one of our internally developed Rapid-Launch Game engines. To date, we have developed engines (and launched approximately 300 Rapid-Launch titles) within the following game genres: parking, driving, stunts, shooters, fighting, animal sims, career sims and racing. For example, we have created a proprietary parking simulation engine and have used this to launch car, truck, limousine, ambulance, and other types of vehicle parking simulation games. These games are monetized primarily through branded advertisements which are OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 19 of 31 typically sold via third-party advertising networks and trafficked via third-party ad mediation software installed within the games. These games are marketed primarily through cross-promotion within our existing Rapid-Launch Game network and via various app-store optimization (“ASO”) strategies.

Full-Featured Games: We define a Full-Featured Game as a product that is designed and engineered on a completely custom basis (i.e. not based on an existing game engine), and one that contains unique components of gameplay, systems, themes, IP or some combination thereof. Full-Featured Games require significant development investment (with respect to both time and human and financial capital) and have, in the opinion of management, the potential to become well-known and long-lasting successful mobile game franchises. To date, the Company has developed and/or published approximately 15 Full-Featured Games including: ROCKY™, Combo Quest, Burn It Down, Video Poker Classic, Dice Mage, and Solitaire Dash. Ten of these games have been featured as “Best New Games” or “New Games We Love” by Apple on the iOS platform, and a subset of these games have also been featured by the Google Play and Amazon App Stores. These games are marketed primarily through app-store feature placement and through paid marketing channels in cases where the Company believes that a game’s average player Lifetime Value (“LTV”) exceeds that of the game’s average player customer acquisition cost. Full-Featured Games are monetized primarily via consumer app-store transactions.

Revenue for the quarter ended March 31, 2017 was $813k, a 4% decrease compared to the quarter ended March 31, 2016, in which we reported revenue of $849k. Bookings for the quarter ended March 31, 2017 was $969k, a 14% increase compared to the quarter ended March 31, 2016, in which we reported bookings of $849k. $156k of deferred revenue from consumer app-store transactions was recorded in the quarter ended March 31, 2017 according to the Company’s revenue recognition policy. There was no deferred revenue recorded in the quarter ended March 31, 2016. The Company’s revenue recognition policy may be found in the notes to its financial statements.

Revenue from advertisements decreased 25% to $528k in the quarter ended March 31, 2017 compared to $704k in the quarter ended March 31, 2016. Revenue from paid-downloads increased 136% to $168k in the quarter ended March 31, 2017 compared to $71k in quarter ended March 31, 2016. Revenue from in-app purchases increased 69% to $116k in the quarter ended March 31, 2017 compared to $69k in the quarter ended March 31, 2016. Bookings from in-app purchases increased 294% to $272k in the quarter ended March 31, 2017, compared to $69k in the quarter ended March 31, 2016.

Revenue from Full-Featured Games increased 138% to $133k in the quarter ended March 31, 2017 compared to $56k in the quarter ended March 31, 2016. Bookings from Full-Featured Games increased 416% to $289k in the quarter ended March 31, 2017 compared to $56k in the quarter ended March 31, 2016. Revenue from Rapid-Launch Games decreased 13% to $680k in the quarter ended March 31, 2017 compared to $787k in the quarter ended March 31, 2016. Bookings from Rapid-Launch Games decreased 15% to $671k in the quarter ended March 31, 2017, compared to $787k in the quarter ended March 31, 2016.

In 2017, the Company has announced its plans to focus its investment resources into its Full-Featured Games. The Company’s goal in terms of its Full-Featured Games is to create franchise-type titles that have product lifespans of at least five years. In order to accomplish this, the Company believes that it needs to achieve player LTVs that exceeds the customer acquisition cost, at scale. The Company has been able to achieve this, at certain download volumes, for two products: “Video Poker Classic” and “Solitaire Dash.”

Key Operating Metrics

We manage our business by tracking various non-financial operating metrics that give us insight into user behavior in our games. The three metrics that we use most frequently are Daily Active Users (“DAU”), Monthly Active Users (“MAU”), Average Revenue Per Daily Active User (“ARPDAU”).

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 20 of 31 DAU is the number of individuals who played a particular smartphone game on a particular day. An individual who plays two different games on the same day is counted as two active users for that day when we aggregate DAU across games. In addition, an individual who plays the same game on two different devices during the same day (e.g., an iPhone and an iPad) is also counted as two active users for each such day when we average or aggregate DAU over time. Average DAU for a particular period is the average of the DAUs for each day during that period. We use DAU as a measure of player engagement with the titles that our players have downloaded.

MAU is the number of individuals who played a particular smartphone game in the month for which we are calculating the metric. An individual who plays two different games in the same month is counted as two active users for that month when we aggregate MAU across games. In addition, an individual who plays the same game on two different devices during the same month (e.g., an iPhone and an iPad) is also counted as two active users for each such month when we average or aggregate MAU over time. Average MAU for a particular period is the average of the MAUs for each month during that period. We use the ratio between DAU and MAU as a measure of player retention.

ARPDAU is total revenue for the measurement period divided by the number of days in the measurement period divided by the DAU for the measurement period. ARPDAU reflects game monetization.

Period Ended March 31, 2017 2016 (In thousands) Average DAU 890 742 Average MAU 15,900 12,230 ARPDAU 0.01 0.01

The increase in aggregate DAU and MAU for the quarter ended March 31, 2017 as compared to the quarter ended March 31, 2016 was primarily related to our new games launched in 2016 and 2017. The ARPDAU remained unchanged for the period ended March 31, 2017 as compared to the same period of the prior year.

Results of Operations

The following sections discuss and analyze the changes in the significant line items in our statements of operations for the comparison periods identified.

Comparison of the Period Ended March 31, 2017 and March 31, 2016

Period Ended March 31, 2017 2016 Revenue by Type (In thousands) Paid Downloads $ 168 $ 71 In-App Purchases 272 69 Change in deferred revenue (156) 0 Advertising/Other 528 709 Total $ 813 $ 849

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 21 of 31 Our revenue decreased $36k, or 4%, from $849k for the Period Ended March 31, 2017 to $813k for the Period Ended March 31, 2016. The decrease in revenue is attributable primarily to the new revenue recognition policy we adapted in Q4 2016 resulting in $156k of deferred revenue to be recorded in the Period Ended March 31, 2017.

Cost of Revenue

Period Ended March 31, 2017 2016 (In thousands) Platform Fees $ 244 $ 251 Licensing + Royalties 10 10 Hosting 2 2 Total $ 256 $ 263

Our cost of revenue decreased $7k, or 3%, from $263k in the Period Ended March 31, 2016 to $256k in the Pear Ended March 31, 2017. This decrease was primarily due to a decrease in revenue during the same periods.

Research and Development Expenses

Period Ended March 31, 2017 2016 (In thousands) Research and development $ 17 $ 31 Percentage of revenue 2% 3.7%

Our research and development expenses decreases $17k or 45%. The decrease in research and development costs was primarily due to decrease in revenue share associated with some of our older games.

Marketing Expenses

Period Ended March 31, 2017 2016 (In thousands) Marketing and public relations $ 179 $ 31 Percentage of revenue 22% 3.7%

Our marketing expenses increased $148k, or 577%, from $31k in the Period Ended March 31, 2016 to $179k in the Period Ended March 2017. The increase was primarily due to increase in marketing expenditures related to certain of our Full-Featured Games.

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 22 of 31 General and Administrative Expenses

Period Ended March 31, 2017 2016 (In thousands) General and administrative $ 338 $ 308 Percentage of revenue 42% 39%

Our general and administrative expenses increased $30k, or 10%, from $308k in the Period Ended March 31, 2016 to $338k in the Period Ended March 31, 2017. The increase in general and administrative expenses was primarily due to an increase in personnel and related expenditures during the comparable periods.

Amortization of capitalized software development Period Ended March 31, 2017 2016 (In thousands) Amortization of capitalized software development $ 195 $ 189 Percentage of revenue 24% 22%

Our Amortization of capitalized software development increased $6k or 0.3% from $189k in the Period Ended March 31, 2016 to $195k in the Period Ended March 31, 2017. The increase in Amortization of capitalized software development was primarily attributable to continued investment in capital expenditures relating to new game development.

Overview & Financial Condition – Years Ended December 31, 2016 and December 31, 2015

This overview provides a high-level discussion of our operating results and some of the trends that affect our business. We believe that an understanding of these trends is important to understand our financial results for the years ended December 31, 2016 and December 31, 2015. This summary is not intended to be exhaustive, nor is it intended to be a substitute for the detailed discussion and analysis provided elsewhere in this report, including our Audited Consolidated Financial Statements and Accompanying Notes.

Rapid-Launch Games: We define a Rapid-Launch Game as a product that is built on top of one of our internally developed Rapid-Launch Game engines. To date, we have developed engines (and launched approximately 300 Rapid-Launch titles) within the following game genres: parking, driving, stunts, shooters, OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 23 of 31 fighting, animal sims, career sims and racing. For example, we have created a proprietary parking simulation engine and have used this to launch car, truck, limousine, ambulance, and other types of vehicle parking simulation games. These games are monetized primarily through branded advertisements which are typically sold via third-party advertising networks and trafficked via third-party ad mediation software installed within the games. These games are marketed primarily though cross-promotion within our existing Rapid-Launch Game network and via various app-store optimization (“ASO”) strategies.

Full-Featured Games: We define a Full-Featured Game as a product that is designed and engineered on a completely custom basis (i.e. not based on an existing game engine), and one that contains unique components of gameplay, systems, themes, IP or some combination thereof. Full-Featured Games require significant development investment (with respect to both time and human and financial capital) and have, in the opinion of management, the potential to become well-known and long-lasting successful mobile game franchises. To date, the Company has developed and/or published approximately 15 Full-Featured Games including: ROCKY™, Combo Quest, Burn It Down, Video Poker Classic, Dice Mage, and Solitaire Dash. Ten of these games have been featured as “Best New Games” or “Games We Love” by Apple on the iOS platform, and a subset of these games have also been featured by the Google Play and Amazon App Stores. These games are marketed primarily through app-store feature placement and through paid marketing channels in cases where the Company believes that a game’s average player Lifetime Value (“LTV”) exceeds that of the game’s average player customer acquisition cost. Full-Featured Games are monetized primarily via consumer app-store transactions.

Revenue for the year ended December 31, 2016 was $3.73 million, a 52% increase compared to the year ended December 31, 2015, in which we reported revenue of $2.45 million. Bookings for the year ended December 31, 2016 was $3.82 million, a 56% increase compared to the year ended December 31, 2015, in which we reported Bookings of $2.45 million. $85k of deferred revenue from consumer app-store transactions was recorded in 2016 according to the Company’s revenue recognition policy. There was no deferred revenue recorded in 2015. The Company’s revenue recognition policy may be found in the notes to its financial statements.

Revenue from advertisements increased 49% to $2.99 million in 2016, compared to $2.01 million in 2015. Revenue from paid-downloads increased 90% to $370k in 2016 compared to $195k in 2015. Revenue from in-app purchases increased 53% to $367k in 2016 compared to $239k in 2015. Bookings from in-app purchases increased 89% to $452k in 2016 compared to $239k in 2015.

Revenue from Full-Featured Games increased 90% to $350k in 2016, compared to $184k in 2015. Bookings from Full-Featured Games increased 137% to $430k in 2016, compared to $184k in 2015. Revenue from the Company’s Rapid Launch Games increased 49% to $3.38 million in 2016 compared to $2.26 million in 2015. Bookings from Rapid-Launch Games increased 50% to $3.39 million in 2016, compared to $2.26 million in 2015.

Key Operating Metrics

We manage our business by tracking various non-financial operating metrics that give us insight into user behavior within our games. The three metrics that we use most frequently are Daily Active Users (“DAU”), Monthly Active Users (“MAU”), and Average Revenue Per Daily Active User (“ARPDAU”).

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 24 of 31 DAU is the number of individuals who played a particular smartphone game on a particular day. An individual who plays two different games on the same day is counted as two active users for that day when we aggregate DAU across games. In addition, an individual who plays the same game on two different devices during the same day (e.g., an iPhone and an iPad) is also counted as two active users for each such day when we average or aggregate DAU over time. Average DAU for a particular period is the average of the DAUs for each day during that period. We use DAU as a measure of player engagement with the titles that our players have downloaded.

ARPDAU is total revenue for the measurement period divided by the number of days in the measurement period divided by the DAU for the measurement period. ARPDAU reflects game monetization.

Year Ended December 31, 2016 2015 (In thousands) Average DAU 834 531 Average MAU 14,600 8,795 Average ARPDAU 0.01 0.01

The increase in aggregate DAU and MAU for the Year Ended December 31, 2016 as compared to the Year Ended December 31, 2015 was primarily related to our new games launched in 2016. ARPDAU remained about the same for the year ended December 31, 2016 as compared to the same period of the prior year.

Results of Operations

The following sections discuss and analyze the changes in the significant line items in our statements of operations for the comparison periods identified.

Comparison of the Years Ended December 31, 2016 and 2015

Year Ended December 31, 2016 2015 Revenue by Type (In thousands) Paid Downloads $ 370 $ 195 In-App Purchases 452 239 Change in deferred revenue (85) 0 Advertising/Other 2,994 2,013 Total $ 3,731 $ 2,448

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 25 of 31

Our revenue increased $1.28 million, or 52%, from $2.45 million for the Year Ended December, 2015 to $3.73 million for the Year Ended December 31, 2016.

Cost of Revenue

Year Ended December 31, 2016 2015 (In thousands) Platform Fees $ 1,114 $ 723 Licensing + Royalties 44 15 Hosting 10 7 Total $ 1,168 $ 745

Our cost of revenue increase $423k, or 57%, from $745,000 in the Year Ended December 31, 2015 to $1,168,000 in the Year Ended December 31, 2016. This increase was primarily due to higher revenue during the period.

Research and Development Expenses

Year Ended December 31, 2016 2015 (In thousands) Research and development $ 81 $ 136 Percentage of revenue 2.2% 5.5%

Our research and development expenses decreases $55k or 40%. The decrease in research and development costs was primarily due to a decrease in revenue share associated with some of our older games.

Marketing Expenses

Year Ended December 31, 2016 2015 (In thousands) Marketing and public relations $ 472 $ 216 Percentage of revenue 13% 9%

Our marketing expenses increased approximately $256k, or 118%, from $216k in the Year Ended December 31, 2015 to $472k in the Year Ended December 31, 2016. The increase was primarily due to an increase in marketing related to certain of our Full-Featured games.

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 26 of 31 General and Administrative Expenses

Year Ended December 31, 2016 2015 (In thousands) General and administrative $ 1,204 $ 864 Percentage of revenue 32% 35%

Our general and administrative expenses increased $340k, or 39%, from $864k in the Year Ended December 31, 2015 to $1.2 million in the Year Ended December 31, 2016. The increase in general and administrative expenses was primarily due to an increase in personnel and related expenditures.

Amortization of capitalized software development Year Ended December 31, December 31, 2016 December 31, 2015 (In thousands) Amortization of capitalized software development $ 767 $ 462 Percentage of revenue 21% 19%

Our Amortization of capitalized software development increased $305k or 65% from $462k in the Year Ended December 31, 2015 to $767k in the Year Ended September 30, 2016. The increase in Amortization of capitalized software development was primarily attributable to continued significant investment in capital expenditures relating to new game development of both our Rapid-Launch and Full-Featured Games.

C. Off-Balance Sheet Arrangements.

As of March 31, 2017, the Company had no off-balance sheet arrangements.

Part E Issuance History

Item 17 List of securities offerings and shares issued for services in the past two years.

On February 24, 2017, the Company entered into a Stock Purchase Agreement with an individual investor for the purchase of 500,000 shares of the Company's restricted common stock for an aggregate purchase price of $150,000, or $0.30 per share, which will be payable in two tranches. In connection with the financing, the Company also issued to the investor two warrants. Each warrant has a term of three years and each warrant shall enable the investor to purchase up to an additional 500,000 shares of the Company's restricted common stock at an exercise price of $.30 and $.36, respectively.

In July 2016, the Company and the holder of its Senior Secured Convertible Debenture entered into an agreement to amend and refinance the terms of the $2.24 million 8% Original Issue Discount Senior Secured Convertible Debenture originally issued in June, 2015. Pursuant to the Exchange Agreement, the following material terms of the Original Financing were amended, altered and/or ratified: (i) the Original Debenture was exchanged in its entirety for the issuance of a new 8% Original Issue Discount Senior Secured Convertible Debenture with an original principal amount of $2,394,000 and an increased conversion price of $0.25, (ii) the issuance of 420 shares of Series A Convertible Preferred Stock as further described by the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock which may be exercised for up to 1,680,000 shares of Company’s common stock, (iii) the OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 27 of 31 extension of the maturity date of the Series A Warrant from June 22, 2020 until July 28, 2021, (iv) the cancellation of the Series B Warrants in their entirety, (v) the ratification of the Security Agreement executed by the Company with respect to all of its assets (as required by the initial Purchase Agreement and Original Debenture) as continued collateral for the New Debenture as well as the ratification of the Subsidiary Guarantee and Pledge and Security Agreement as such agreements are referenced in the Purchase Agreement and Exchange Agreement, and (vi) the creation of a new right for the Holder, subject to the written consent of the Company, for a $2,100,000 cash investment in the Company with identical terms to the New Financing.

In May 2016 and pursuant to the 2015 Equity Incentive Plan, the Company granted an executive officer an option to purchase 250,000 shares of the Company’s common stock at an exercise price equal to $0.1925 per share. Such option shall vest in eight quarterly installments of 37,500 shares at the end of each quarterly anniversary of the grant date, contingent upon the grantee’s continual employment by the Company as of each vesting installment date.

The Company issued 300,000 shares of restricted Common Stock, valued at $57,000, pursuant to an investor relations consulting agreement dated August 6, 2015. On March 14, 2016, the agreement was cancelled and 150,000 shares of the Company’s common stock valued at $28,500 were returned to the Company.

In January 2016 and pursuant to the 2015 Equity Incentive Plan, the Company granted a member of the Company’s Board of Directors an option to purchase 300,000 shares of the Company’s common stock at an exercise price equal to $0.33 per share. Such option shall vest in eight quarterly installments of 37,500 shares at the end of each quarterly anniversary of the grant date, contingent upon the continual service as a member of the Board of Directors as of each vesting installment date.

In October 2015, the Company repurchased 100,000 shares of Common Stock from a shareholder in a privately negotiated transaction at a price of $17,500. Such shares were cancelled by the Company immediately following the transaction.

On June 19, 2015, the Company raised $2.0 million through the sale of a $2.24 million 8% senior secured convertible debenture due January 1, 2017 with an initial conversion price of $0.205 per share. The purchaser received five-year warrants to purchase 10.9 million shares at an exercise price of $0.30 per share, and five-year callable warrants to purchase 10.9 million shares at an exercise price of $0.30 per share, which are exercisable only upon a payment default. Certain officers, directors and other affiliates of the Company have pledged 29 million shares as security for the debenture.

On June 18, 2015, pursuant to note conversion agreements dated June 9, 2015, two convertible promissory notes, each with a principal balance of $75,000, were each converted into 300,000 shares of restricted Common Stock (600,000 restricted shares in total). These notes were originally issued in September 2014.

On June 18, 2015, the Company issued 117,981 shares of restricted Common Stock pursuant to the conversion of two convertible promissory notes issued in March and June 2015 with a combined principal balance of $23,950.

On June 18, 2015, the Company issued 149,146 shares of restricted Common Stock pursuant to the conversion of a convertible promissory note with a principal balance of $30,000, originating from the reclassification of a royalty agreement entered into with the Company in December 2014.

On June 18, 2015, the Company issued 246,815 shares of restricted Common Stock pursuant to the conversion of a convertible promissory note issued in April 2015 with a principal balance of $50,000.

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 28 of 31 On June 18, 2015, pursuant to conversion agreements dated June 9, 2015 between the Company and the holders of the promissory notes assumed by the Company as part of the IAF Transaction, (the “IAF Notes”) such notes were converted into 423,893 shares of restricted Common Stock.

On June 18, 2015, pursuant to exchange agreements dated June 9, 2015 between the Company and the shareholders of the Series A Redeemable Preferred Stock of Tapinator IAF LLC (a wholly-owned subsidiary), such stock was exchanged for 257,833 shares of restricted Common Stock. These preferred shares were issued as part of the consideration of the IAF Transaction in October 2014.

On June 18, 2015, pursuant to a conversion agreement dated June 9, 2015 between the Company and the two holders of the Series B preferred stock, such stock was converted into 36,764 shares of restricted Common Stock.

The Company issued 45,000 shares of restricted Common Stock pursuant to an investor relations consulting agreement dated April 22, 2015.

Part F Exhibits

The following exhibits must be either described in or attached to the disclosure statement:

Item 18 Material Contracts.

Included Herein.

A. Every material contract, not made in the ordinary course of business, that will be performed after the disclosure statement is posted through www.OTCIQ.com or was entered into not more than two years before such posting. Also include the following contracts:

1) Any contract to which directors, officers, promoters, voting trustees, security holders named in the disclosure statement, or the Designated Advisor for Disclosure are parties other than contracts involving only the purchase or sale of current assets having a determinable market price, at such market price;

2) Any contract upon which the issuer’s business is substantially dependent, including but not limited to contracts with principal customers, principal suppliers, and franchise agreements;

3) Any contract for the purchase or sale of any property, plant or equipment for consideration exceeding 15 percent of such assets of the issuer; or

4) Any material lease under which a part of the property described in the disclosure statement is held by the issuer.

B. Any management contract or any compensatory plan, contract or arrangement, including but not limited to plans relating to options, warrants or rights, pension, retirement or deferred compensation or bonus, incentive or profit sharing (or if not set forth in any formal document, a written description thereof) in which any director or any executive officer of the issuer participates shall be deemed material and shall be included; and any other management contract or any other compensatory plan, contract, or arrangement in which any OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 29 of 31 other executive officer of the issuer participates shall be filed unless immaterial in amount or significance.

C. The following management contracts or compensatory plans need not be included:

1) Ordinary purchase and sales agency agreements; 2) Agreements with managers of stores in a chain organization or similar organization; 3) Contracts providing for labor or salesmen’s bonuses or payments to a class of security holders, as such; and 4) Any compensatory plan that is available to employees, officers or directors generally and provides for the same method of allocation of benefits between management and non-management participants

Item 19 Articles of Incorporation and Bylaws.

A. A complete copy of the issuer’s articles of incorporation or in the event that the issuer is not a corporation, the issuer’s certificate of organization. Whenever amendments to the articles of incorporation or certificate of organization are filed, a complete copy of the articles of incorporation or certificate of organization as amended shall be filed.

Included Herein.

B. A complete copy of the issuer’s bylaws. Whenever amendments to the bylaws are filed, a complete copy of the bylaws as amended shall be filed.

Included Herein.

Item 20 Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

None.

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 30 of 31 Item 21 Issuer’s Certifications.

We, Ilya Nikolayev and Andrew Merkatz, certify that:

1. We have reviewed this quarterly disclosure statement of Tapinator, Inc.;

2. Based on our knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and

3. Based on our knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

Date: June 21, 2017

/s/ Ilya Nikolayev, CEO /s/ Andrew Merkatz, President & CFO

OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 31 of 31 PART F - EXHIBITS PART F – EXHIBITS ITEM 18 – MATERIAL CONTRACTS GAME%ENGINE%AND%GAME)SPECIFIC%DEVELOPMENT%AGREEMENT% ! This!Game!Engine!and!Game.Specific!Development!Agreement!(this!“Agreement”)!is! entered! into! as! of! June! 17,! 2014,! by! and! between! Tapinator,! Inc.,! a! public! Delaware! corporation!(the!“Company”),!and!Khurram!Samad!(“KS”).!!! ! WHEREAS,!the!Company!is!the!successor!company!of!Tapinator!LLC,!a!former!New! York!limited!liability!company!that!was!merged!into!the!Company!pursuant!to!a!Securities! Exchange!Agreement!dated!June!16,!2014;!and! ! WHEREAS,! KS! owns,! manages,! is! employed! by,! or! otherwise! has! a! business! relationship!with!a!company!that!develops!mobile!games!(the!“Samad!Organization”);!and! ! WHEREAS,!on!September!1,!2013,!in!exchange!for!a!41.67%!interest!in!Tapinator! LLC,! (i)! KS! transferred! to! Tapinator! LLC! the! ownership! of! the! mobile! games! listed! in! Exhibit!A!hereto!(the!“Preexisting!Games”),!and!(ii)!KS!assumed!the!roles!of!President!and! Chief!Technology!Officer!of!Tapinator!LLC.!!! ! WHEREAS,!since!2013,!the!Samad!Organization!has!invested!a!significant!portion!of! its!resources!to!develop!a!broad!gaming!engine!for!Tapinator!LLC!that!enables!the!rapid! production!of!cost.effective,!mass.appeal!games!(the!“Gaming!Engine”);!and! ! WHEREAS,! the! Gaming! Engine! has/will! produce,! for! Tapinator! LLC,! the! mobile! games!listed!in!Exhibit!B!hereto!(the!“Pre.Public!Games”),!all!of!which!will!launch!prior!to! July!1,!2014;!and! ! WHEREAS,!the!Samad!Organization’s!fee!for!the!development!of!the!Gaming!Engine,! which!had!been!paid!by!Tapinator!LLC!and!shall!continue!to!be!paid!by!the!Company,!is! equal!to!80%!of!the!net!revenues!(defined!in!Section!6!below)!generated!by!the!Preexisting! Games!and!the!Pre.Public!Games!throughout!their!entire!lifecycles;!and! ! WHEREAS,! in! light! of! the! historical! performance! of! its! mobile! games,! as! well! as! current!trends!in!the!mobile!gaming!industry!with!respect!to!the!lifecycle!of!mobile!games,! the!Gaming!Engine!is!expected!to!produce!additional!mobile!games!for!the!Company!over! the!ensuing!18!month!period.! ! NOW,!THEREFORE,!in!consideration!of!the!mutual!promises,!agreements,!covenants! and!obligations!contained!herein,!and!other!good!and!valuable!consideration,!the!receipt! and!adequacy!of!which!are!hereby!acknowledged,!the!parties!agree!as!follows:!! !

! 1! 1. Starting! July! 1,! 2014,! the! Samad! Organization! shall! develop! new! mobile! games! for! the! Company! with! gameplay! that! includes! (i)! driving,! (ii)! parking,! (iii)! block! puzzles,!(iv)!tossing,!(v)!word!puzzles,!(vi)!movies,!(vii)!television!shows,!(viii)!songs,!(ix)! sketches,! (x)! pictures,! (xi)! brands,! (xii)! animal! simulations! and! (xiii)! shooting.! ! With! the! exception! of! shooting! games,! KS! and! the! Samad! Organization! shall! not! develop! mobile! games!containing,!or!substantially!similar!to,!the!aforementioned!gameplay!for!any!entity! or!individual!other!than!the!Company.!!! ! 2. It! is! estimated! that! the! cost! to! develop! each! new! mobile! game! will! be! approximately!$5,000,!and!that!four!(4)!new!mobile!games!will!be!developed!each!month,! for!a!total!monthly!development!cost!to!the!Company!of!$20,000.!!! ! 3. At!the!start!of!each!month,!KS!will!forward!to!the!Company!a!projection!of! the! new! mobile! games! to! be! developed! during! that! month,! along! with! each! new! mobile! game’s! expected! development! cost.! ! ! At! the! end! of! each! month,! KS! will! forward! to! the! Company! the! actual! development! costs! incurred! to! produce! that! month’s! new! mobile! games.! ! 4. On!an!ongoing!basis,!the!Company!and!KS!shall!decide!whether!to!produce! new! mobile! games! with! gameplay! and/or! in! categories! other! than! those! referred! to! in! Section!1!above.!!Such!new!category!games!developed!for!the!Company!(the!“New!Category! Tapinator!Games”)!shall!be!done!on!an!exclusive!basis!whereby:!(a)!the!Company!shall!pay! the!Samad!Organization!100%!of!the!costs!to!develop!the!New!Category!Tapinator!Games,! (b)!the!Company!shall!be!entitled!to!100%!of!the!revenue!generated!by!the!New!Category! Tapinator!Games,!and!(c)!KS!and!the!Samad!Organization!shall!not!develop!mobile!games! containing!gameplay!or!in!the!same!category!of!the!New!Category!Tapinator!Games!for!any! entity!or!individual!other!than!the!Company.!!! ! 5. For!those!new!category!games!that!the!Company!has!decided!not!to!produce! pursuant!to!Section!4!above,!but!which!are!developed!by!Samad!(the!“New!Category!Samad! Games”),!the!Company!shall!be!allowed!to!record!on!its!books!100%!of!the!net!revenues!of! the!New!Category!Samad!Games,!with!a!corresponding!expense!to!the!Samad!Organization! equal!to!99%!of!net!revenues.!!The!Company!shall!be!entitled!to!keep!a!publishing!fee!of! 1%!of!net!revenues!on!the!New!Category!Samad!Games.!! ! 6. With! respect! to! this! Agreement,! net! revenues! shall! be! defined! as! gross! revenues! less! any! expenses! incurred! by! the! Company,! including! without! limitation,! platform! fees,! development,! marketing! and! taxes,! which! flow! through! the! books! of! the! Company.!!! !

! 2! 7. Payments!by!the!Company!to!KS!for!the!development!of!mobile!games!shall! be!made!at!the!end!of!each!month,!provided!no!other!payment!arrangement!is!agreed.upon! by!the!parties.! ! 8. KS!shall!save!and!hold!the!Company!harmless!of!and!from,!and!indemnify!it! against,! any! and! all! losses,! liability,! damages,! and! expenses! (including! reasonable! attorneys'!fees!and!expenses)!the!Company!may!incur!or!be!obligated!to!pay,!or!for!which! the!Company!may!become!liable!as!a!result!of!any!action,!claim,!or!proceeding!against!the! Company!relative!to!the!Preexisting!Games.! ! 9. KS’s!responsibilities!under!the!roles!President!and!Chief!Technology!Officer! of!Tapinator!LLC!shall!transfer!to!the!Company,!and!shall!be!consistent!with!the!duties!and! responsibilities!that!are!customary!of!such!roles!in!a!business!of!similar!size!and!industry! as! the! Company.! ! KS! shall! devote! the! amount! of! time! necessary! to! carry! out! such! responsibilities,! and! shall! control! the! location! where,! and! the! means! and! methods! by! which,!such!responsibilities!shall!be!completed.!!! ! 10. This! Agreement! shall! continue! until! the! consent! by! the! parties! to! its! dissolution.!!!!! ! 11. Confidentiality.! ! Each! party! acknowledges! that! in! the! course! of! doing! business,! each! party! will! gain! access! to! and! knowledge! of! trade! secrets! and! other! nonpublic,!confidential!and!proprietary!information!concerning!the!other!parties!and!their! businesses! (“Confidential! Information”).! ! Confidential! Information! includes,! but! is! not! limited! to,! all! proprietary! and! confidential! information! of! the! parties! (and! any! affiliate! organizations),!as!well!as!their!owners,!including!without!limitation:!know.how;!concepts;! methods;! techniques;! designs;! drawings;! specifications;! computer! programs,! including! software;! support! materials;! information! regarding! business! operations,! strategies! and! plans;! client,! customer! or! supplier! lists;! pricing! information;! marketing! plans! or! information;! other! records! concerning! finances,! contracts,! services! or! personnel;! copyrights,! patents! and! trademarks;! financial! information;! details! of! contractual! arrangements;! information! concerning! existing,! new! and! contemplated! products! and! technologies;! client! contacts! and! identity! lists;! marketing! analyses! and! strategy;! all! computer,!handwritten,!!electronic!files!and!other!files;!or!other!valuable!information!that! is!not!publicly!known!or!available.! ! ! During!the!term!of!this!Agreement!and!for!a!period!of!five!(5)!years!thereafter,!no! party!shall!copy,!use!or!disclose!the!Confidential!Information!of!any!other!party!without!the! prior! written! consent! of! the! other! party! or! as! reasonably! required! to! perform! its! duties! hereunder.!!!

! 3! ! Confidential!Information!of!a!party!shall!not!include!information!that!(a)!is!generally! known! to! the! public! or! readily! ascertainable! from! public! sources! at! the! time! of! the! disclosure!or!use!thereof,!other!than!as!a!result!of!a!breach!of!confidentiality!by!the!non. disclosing!party!or!any!person!or!entity!associated!with!such!party;!(b)!is!independently! developed!by!the!non.disclosing!party!without!reference!to!or!reliance!on!any!Confidential! Information!of!the!disclosing!party;!(c)!is!rightfully!obtained!by!the!non.disclosing!party! from! an! independent! third! party! who! has! created! or! acquired! such! information! lawfully! and!without!restrictions!on!disclosure!and!without!reference!to!or!reliance!on!Confidential! Information!of!the!owner!thereof;!or!(d)!subsequently!enters!the!public!domain!by!no!fault! of!the!recipient.! ! Notwithstanding!the!foregoing,!a!party!may!disclose!Confidential!Information!if,!to! the!extent!that!and!in!the!manner!that!it!becomes!legally!obligated!to!do!so!pursuant!to!a! valid! and! enforceable! order! of! a! court! of! competent! jurisdiction! or! other! governmental! authority!having!jurisdiction,!provided!that!the!disclosing!party!provides!the!owner!of!the! Confidential!Information!reasonable!notice!prior!to!disclosing!in!order!to!give!such!owner! the!opportunity!to!quash!or!appeal!such!order!or!to!obtain!a!protective!order!with!respect! thereto.! ! The! parties! acknowledge! that! some! or! all! of! the! Confidential! Information! derives! independent!economic!value,!actual!or!potential,!from!not!being!generally!known!to,!and! not! being! readily! ascertainable! by! proper! means! by,! other! persons! who! can! obtain! economic!value!from!its!disclosure!or!use.!!!The!parties!also!acknowledge!and!agree!that! the! covenants! contained! in! this! Agreement! are! essential! to! protect! the! goodwill! and! operations!of!parties,!and!that!any!publication!or!disclosure!of!Confidential!Information!to! others!may!cause!immediate!and!irreparable!harm!to!the!parties!and!that!parties!shall!be! entitled! to! injunctive! relief! or! any! other! remedies! to! which! it! is! entitled! under! law! or! equity.! ! 12. For!the!duration!of!this!Agreement!and!for!two!years!thereafter,!KS!will!not,! directly!or!indirectly,!for!himself!or!as!a!partner,!limited!partner,!member!(e.g.,!of!a!limited! liability! company),! officer,! director,! employee,! agent,! associate,! or! consultant,! work! for,! engage! in,! carry! on,! or! permit! such! party’s! name! to! be! used! by! companies! developing! mobile! games! whose! gameplay! includes,! or! is! substantially! similar! to! (i)! driving,! (ii)! parking,! (iii)! block! puzzles,! (iv)! tossing,! (v)! word! puzzles,! (vi)! movies,! (vii)! television! shows,!(viii)!songs,!(ix)!sketches,!(x)!pictures,!(xi)!brands,!(xii)!animal!simulations!and/or! the!gameplay!of!the!New!Category!Tapinator!Games.!!Each!party!expressly!acknowledges! and!agrees!to!the!reasonableness!and!enforceability!of!this!covenant!not!to!compete,!and!

! 4! that!this!covenant!by!each!party!is!a!material!inducement!to!the!Company!to!enter!into!this! Agreement.! ! 13. Before!and!after!termination!of!this!Agreement,!the!parties!agree!to!refrain! from! making! disparaging! comments! about! any! other! party! and/or! its! officers,! directors,! employees,!advisors,!consultants,!clients,!partners!and/or!agents,!and!further!agrees!not!to! take! any! action! that! would! harm! the! other! parties’! personal,! business! or! professional! reputation.!! ! 14. This! Agreement! constitutes! the! entire! agreement! of! the! parties! concerning! the!subject!matter!hereof.!!No!covenants,!agreements,!representations!or!warranties!of!any! kind! have! been! made! by! any! party! except! as! specifically! set! forth! herein.! ! All! prior! and! contemporaneous!discussions,!agreements,!understandings!and!negotiations!of!the!parties,! oral! or! written,! with! respect! to! such! subject! matter! are! superseded! by! this! Agreement.!! This!Agreement!may!not!be!modified!or!amended!except!in!writing.! ! 15. If!any!provision!of!this!Agreement,!or!any!part!of!any!provision,!is!deemed! invalid!or!unenforceable,!the!remainder!of!this!Agreement!shall!not!be!affected!thereby!and! shall!be!given!full!effect,!without!regard!to!the!invalid!portions.!!! ! 16. This!Agreement!shall!be!governed!by!and!construed!in!accordance!with!the! laws!of!the!State!of!New!York.!!! ! 17. This!Agreement!may!be!signed!in!any!number!of!counterparts,!each!of!which! shall!be!an!original,!with!the!same!effect!as!if!the!signatures!thereto!and!hereto!were!upon! the!same!instrument.!!! ! 18. Facsimile!transmission!(including!the!e.mail!delivery!of!documents!in!Adobe! PDF!format)!of!any!signed!original!counterpart!or!retransmission!of!any!signed!facsimile! transmission!shall!be!deemed!the!same!as!the!delivery!of!an!original.! ! ! ! ! ! [Signature+Page+Follows]+ ! ! ! !

! 5! IN!WITNESS!WHEREOF,!each!of!the!parties!has!executed!this!Agreement!as!of!the! date!first!above!written.! ! ! ! KHURRAM!SAMAD!!!!! TAPINATOR,!INC.! ! ! !!!!!!! By:!!!!!!!! !!!!!!!! Name:! Ilya!Nikolayev! !!!!!!! Title:!! CEO! ! ! ! ! !

! 6! EXHIBIT!A! ! List!of!Preexisting!Games! ! ! Monster!Truck!Driving! Truck!Parking! Trucker!Parking! Limousine!Parking! Bus!Parking! Zombie!Sniper!Shooter! Carnival!Toss! What’s!the!Word?! What’s!the!Brand?!! 4!Pics,!1!Song! 4!Scenes,!1!TV!Show! 4!Scenes,!1!Movie! The!Movie!Puzzle! The!Sketch!Puzzle! Movie!Crush! ! ! !

! 7! EXHIBIT!B! ! List!of!Pre.Public!Games! ! ! !Airport!Bus!Parking/Airport!Bus!Driving!Simulator!! !Ambulance!Parking!Simulator!! !Army!In!Town/Army!War!Tank!Simulator/Army!Tank!Hero/Army!Tank!Parking/Army!Tank!Simulator!! !Army!Trucker!Parking/Army!War!Truck!Simulator/Army!Truck!Simulator!! Battle!Field!Tank!Simulator!! !Boat!Parking!Simulator!! !Bus!Driver!/Bus!Driving!Simulator!! Classic!Car!Parking!! !Classic!Transport!Plane! !Fire!Truck!Parking/Fire!Truck!Simulator!! !Gift!Delivery!Truck!Parking/Elf!Gift!Deliver!Simulator/Christmas!Gift!Delivery!! !Guess!the!Brand!! !Guess!the!Cartoon!! !Guess!The!Place!! !Guess!the!Sketch!! !Guess!the!TV!Show!! !Guess!What!Doing!! !Guess!What!Fruit!! !Guess!What!Movie!! !Guess!What!Word!! !Jet!Plane!Parking/Jet!Fighter!Parking/Fighter!Jet!Parking!! !Jet!Ski!Driving!Simulator!! !Jumbo!Jet!Parking/Boeing!Parking!! !Know!Your!EQ!! !Love!Ride!Parking/Valentine!Ride!Simulator!! !Places!Puzzle!! !Police!Car!Parking!! !Pro!Parking:!Truck!Edition!! !School!Bus!Driving!! !Soccer!Fan!Bus!Driver!! !Sports!Car!Parking/Sports!Car!Rush!Drive!! !Taxi!Driver/Pro!Parking!Taxi!! !Toy!Bus!Parking:!Kids!Cars!! !Toy!Car!Parking/Kids!Toy!Car!Rush/Kids!Toy!Car!Parking!! !Transport!Plane!Landing/Transporter!Plane/Cargo!Plane!Landing!! !Transport!Trucker!! !War!Trucker!! !What's!He!Doing!! !What's!the!Fruit!! !Zombie!Hunting!! !Zombie!Sniper/Zombie!Sniper!Shooting! Zombie!Death!Driving!

! 8!

DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

GAMES DEVELOPMENT AND LICENSING AGREEMENT

This Agreement (the “Agreement”) is made by and among TapGames, a Pakistani Registered Firm as Partnership, of 14 D , L Block Gulberg 3 Lahore, Pakistan (hereinafter “TapGames” which expression shall be deemed to include successors in interest, legal heirs and assigns), Khurram Samad an individual who may receive Notice care of GeniTeam, House #14D, Block L, Main Ferozepur Road, Gulberg III, Lahore, Pakistan, Rizwan Yousuf an individual who may receive Notice care of GeniTeam, House #14D, Block L, Main Ferozepur Road, Gulberg III, Lahore, Pakistan, GenITeam, a Pakistani Corporation located at House #14D, Block L, Main Ferozepur Road, Gulberg III, Lahore, Pakistan and Tapinator, Inc., an American corporation duly registered and incorporated in the State of Delaware, having its office address at 110 West 40th St., Suite 1902 New York, NY, 10018 USA (hereinafter “Tapinator” which expression shall be deemed to include affiliates, successors in interest and permitted assigns).

(The parties hereto may be referred to as “Party” individually or “Parties” jointly)

WHEREAS TapGames is a business entity representing the interests of Khurram Samad, GenITeam and others, managed by Rizwan Yousuf and his team of GenITeam employees, with Khurram Samad and Umer Khan being the main investors in TapGames.

AND WHEREAS Khurram Samad is also a shareholder in Tapinator and currently owns 15,292,891 common shares.

AND WHEREAS Tapinator is in the business of developing and publishing mobile games;

AND WHEREAS Khurram Samad and Tapinator have previously entered into a Game Engine and Game-specific Development Agreement dated June 17, 2014 (“Agreement 1”) and furthermore, GenITeam is bound by a Professional Services Agreement dated September 29, 2016 between Tapinator and GenITeam (“Agreement 2”), (together the “Previous Agreements”);

DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

AND WHEREAS Tapinator and TapGames are desirous of formalizing a business relationship with a view of developing new mobile games (the “Games”) in line with Annex A to this Agreement, and Tapinator, GenITeam, and Khurram Samad are desirous of amending and clarifying certain terms of their existing business relationship.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the parties hereto agree as follows:

I.! DEFINITIONS

In this Agreement, the following expressions have the following meanings (except where the context requires otherwise):

a.! “ Confidential Information ” shall mean all information relating to the business of TapGames or Tapinator, including without limitation, unreleased information regarding the Games, the Games’ source code and technologies relating thereto or embodied therein, the identity of their arrangements with any person or entity, manufacturing sources, financial information of either Party, including pricing and cost information, the Games or plans for the Games, and marketing plans, materials and other information directly related to or incidental to the Games. Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. For purposes of clarity, Confidential Information does not include press releases or other promotional and/or marketing distributions made by either party relating to the Games, provided that such documents do not contain information that would otherwise be Confidential Information.

DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

b.! “ Intellectual Properties ” or “ Intellectual Property Rights” shall mean any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing: (a) rights associated with works of authorship anywhere in the world, including, but not limited to, copyrights (including without limitation, the sole and exclusive right to prepare derivative works of the copyrighted work and to copy, manufacture, reproduce, distribute copies of, modify, perform and display the copyrighted work and all derivative works thereof), moral rights (including without limitation any right to identification of authorship and any limitation on any subsequent modification) and mask-works; (b) rights in and relating to the protection of trademarks, service marks, trade names, goodwill, rights of publicity, merchandising rights, advertising rights and similar rights; (c) rights in and relating to the protection of trade secrets and confidential information; (d) source code, patents, designs, algorithms and other industrial property rights and rights associated therewith; (e) other intellectual and industrial property and proprietary rights (of every kind and nature anywhere in the world throughout the universe and however designated) relating to intangible property that are analogous to any of the foregoing rights (including without limitation logos, rental rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise; (f) registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force throughout the world (including without limitation rights in any of the foregoing); and (g) rights in and relating to the sole and exclusive possession, ownership and use of any of the foregoing throughout the world, including without limitation, the right to license and sublicense, assign, pledge, mortgage, sell, transfer, convey, grant, gift over, divide, partition and use (or not use) in any way any of the foregoing now or hereafter (including without limitation any claims and causes of action of any kind with respect to, and any other rights relating to the enforcement of, any of the foregoing).

II.! TERM DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

The Agreement shall be deemed to be effective as of March 1, 2017 (the “Effective Date”) and shall remain in force for six (6) months from the effective date unless terminated as provided herein below or otherwise modified or renewed by the Parties hereto. Upon the expiration of the term, the Parties may renew the Agreement by executing an addendum hereto, signed and executed by the Parties hereto. In the case where the Parties wish to renew the Agreement, game development costs shall not increase by more than 6% annually, beginning 12 months from the Effective Date.

III.! COST SHARING a.! The cost of development of the Games shall be in line with the schedule of Games attached herewith as Annex A to this Agreement. The cost of the development will be shared as under: i.! TapGames: 60 percent ii.! Tapinator: 40 percent b.! All direct third-party costs, including but not limited to, development, marketing and maintenance costs will be shared as under: iii.! TapGames: 60 percent iv.! Tapinator: 40 percent c.! In the event that the Parties mutually agree to update one or more Games developed under this Agreement they will share the cost of updating the game(s) in same ratios as above.

IV.! EXCLUSIVITY Beyond the Games listed in Annex A or unless provided for in paragraph VIII below, the Parties, hereto, shall not be hindered in any way from developing other games or software in course of their ordinary business. Beginning as of the date hereof, any prior non-compete clauses agreed upon by the Parties in the Previous Agreements between them are declared null and void, but without any effect on Khurram Samad’s current shareholding in Tapinator.

V.! REVENUE SHARE AND CROSS PROMOTION DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

a.! Tapinator and TapGames shall both create separate and new Google Play, Amazon and iOS Developer accounts for the Games and the Games will be published on both accounts as per the following ratio: 1) 50% of the Google Play Games will be published on the Tapinator Google Play Developer account of its choosing and 50% of the Games will be published on the TapGames Google Play developer account of its choosing. 2) 50% of the Amazon Games will be published on the Tapinator Amazon Developer account of its choosing and 50% of the Games will be published on the TapGames Amazon developer account of its choosing. The TapGames Amazon developer account will be linked exclusively to a Tapinator bank account. 3) At least 50% of the iOS Games will be published on the Tapinator iOS developer account of its choosing and up to 50% of the Games will be published on the TapGames iOS developer account of its choosing. Notwithstanding the above, any iOS games that contain in-app purchases shall be published on the Tapinator iOS developer account. b.! The Parties shall provide each other with viewable access to online admin panels associated with all revenue monetization and cross-promotion mechanisms within the Games. TapGames will add the “T” character logo to all Games published on Tapinator owned developer accounts. c.! Irrespective of where the Games are published, all advertising and data based revenue mechanisms and accounts associated with the Games, will be exclusively associated with accounts currently owned or to be created by Tapinator. d.! During the term of this Agreement, any unpaid cross promotion of other mobile games or applications within the Games will be limited exclusively to the cross promotion of the Games created under this Agreement unless otherwise mutually agreed to by the Parties. TapGames shall be free to install and use the cross promotion mechanism of its choice within the Games. For purposes of clarity, at expiry of this agreement, TapGames will continue to own and use cross promotion as it deem fit. e.! Tapinator shall agree, that for as long as it continues to own such games, it shall during the Term of this Agreement use 100% of the existing cross promotion DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

inventory in the games developed under Agreement 1 and Agreement 2 toward cross promoting the Games under this Agreement. f.! The shares in revenue from the Games will be 60:40 in favor of TapGames. During the term of this Agreement and for a period of three years, thereafter, Tapinator shall submit a monthly report of the sales of Games to TapGames and shall within fifteen (15) days of cash realization of revenue transfer to TapGames it’s respective share. g.! Tapinator shall be entitled to its 40% share in revenue from the Games for the period of three (03) Years from the launch of each game and this clause shall survive expiry or termination of this Agreement. h.! Upon or following termination of the Agreement, TapGames shall not modify or reduce the paid advertisement placements within the Games without the mutual consent of the Parties hereto. i.! Tapinator shall directly maintain one or more bank accounts for the receipt of all revenue under this Agreement. Any revenue due to TapGames shall be paid by Tapinator in accordance with paragraph VI(b) below. Tapinator shall keep all of its record, contractual and accounting and banking documents and company documents in relation to its business and activities under this Agreement in its offices, during the term of this Agreement and for three (3) years after the expiration or termination of this Agreement.

VI.! METHOD OF PAYMENT a.! Any and all payments under this Agreement by Tapinator shall be made in US Dollars, by wire transfer to the account designated by TapGames or in such other method as may be mutually agreed between the Parties. Each Party shall be solely responsible for any and all foreign or United States taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation, if any, which are required to be paid under this Agreement. b.! Any invoice submitted to Tapinator by TapGames and approved by Tapinator has to be cleared within the time period of fifteen (15) days from receipt by Tapinator DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

of the cash corresponding to the revenue underlying such revenue. In the event payment is delayed by Tapinator for more than thirty days (30) days under this Agreement, Tapinator shall pay the delay interest of 1.5 percent per month on such delayed amount for each day of delay until the full payment is made.

VII.! PREVIOUS AGREEMENTS a.! 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, Khurram Samad shall no longer hold any executive position with Tapinator. Simultaneously with the execution of this Agreement, Khurram Samad 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 DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

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 Khurram Samad. Such transfer shall include Taxi Driver 3D / Pro Parking Taxi. Until such transfer, for the period January 1, 2017 – March 31, 2017, Khurram Samad 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, Khurram Samad 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, Khurram Samad 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.

! VIII.! NON-COMPETITION a.! Beginning as of the date hereof, any previous obligations of non-competition on Khurram Samad or GenITeam contained in Previous Agreements are hereby declared null and void. b.! TapGames and Rizwan Yousuf of TapGames will each wholly dedicate its and his fullest and exclusive efforts and time to the Games and their development and shall, for the term of this Agreement not take part in the development of any other games. DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

c.! TapGames shall use best efforts to ensure that any and all team members or subcontractors working on the Games or who have worked on games pursuant to the Previous Agreements will wholly dedicate their fullest and exclusive efforts and time to the Games and their development and shall, for the term of this Agreement not take part in the development of any other games. Tap Games shall provide a list of all team members working on the Games on a quarterly basis.

IX.! INTELLECTUAL PROPERTY a.! The Intellectual Property Rights for the Games shall vest exclusively with TapGames, which Tapinator will use under exclusive licenses through the Agreement, which exclusive licenses are hereby deemed to be granted to Tapinator for a period of three (03) years from the launch of each Game.

b.! The Games shall not be modified in any manner through current or future available technologies without the formal written consent of TapGames and Tapinator.

X.! DISPUTE RESOLUTION a.! Any dispute, controversy or claim arising out of or relating in any way to the Agreement or Previous Agreements including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of the Agreement, shall be exclusively resolved by binding arbitration upon a Party’s submission of the dispute to arbitration. In the event of a dispute, controversy or claim arising out of or relating in any way to Agreement, the complaining Party shall notify the other Party in writing thereof. Within thirty (30) days of such notice, the representatives of both Parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining Party shall seek remedies exclusively through arbitration. For purposes of clarity, this Article X in no way governs any dispute, controversy, or claim arising out of or relating in any way (whether existing in the past, currently, or in the future) to Khurram Samad’s DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

equity interest in and/or officer positions held with Tapinator and/or any of its subsidiaries, including but not limited to claims arising out of the Securities Exchange Agreement dated June 16, 2014 between Tapinator LLC, The members of Tapinator LLC including Khurram Samad, and Tapinator, Inc. (collectively, the “Excluded Claims”). Any such Excluded Claims shall be governed by the Delaware Rapid Arbitration Act, Title 10, Chapter 58 of the Delaware Code.

b.! 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. i.! The number of arbitrators shall be one. ii.! The seat, or legal place, of arbitration shall be London, United Kingdom. iii.! The language to be used in the arbitral proceedings shall be English. iv.! The governing law of the contract shall be the substantive law of England and Wales without regard to its conflict of laws principles.

XI.! CONFIDENTIALITY

Neither party shall disclose to any third party the business of the other party to this Agreement, details regarding the Games, including, without limitation any information regarding the Games’ source code, the specifications, or any other Confidential Information, (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the party providing the Confidential Information, or (iii) use Confidential Information other than solely for the legitimate benefit under this Agreement.

XII.! LIMITATION OF LIABILITY DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

a.! The Games are provided by TapGames and accepted by Tapinator as is. TapGames shall not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenues, loss of data, or any other business or economic disadvantage suffered by Tapinator; provided, however, this limitation will not apply in the event there exists any gross negligence or intentional misconduct by TapGames with respect to any of its actions under this Agreement.

b.! 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.

c.! 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.

XIII.! TERMINATION a.! Either Party may terminate this Agreement by giving a written notice sixty (60) days in advance of envisaged date of termination.

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

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XIV.! NO MODIFICATION UNLESS IN WRITING. No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

XV.! MISCELLANEOUS a.! Costs and Lawyers’ Fees. In the event that any party institutes any legal suit, action, or proceeding including arbitration, against the other party to enforce the covenants contained in this Agreement or obtain any other remedy in respect of any breach of this Agreement arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including actual lawyers’ fees and expenses and court costs.

b.! 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.

c.! Public Announcements. Unless otherwise required by applicable law, governing regulatory body, or stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned, or delayed), and the parties shall cooperate as to the timing and contents of any such announcement; provided, however, the parties shall have the rights to promote the Games as contemplated in the definition of Confidential Information.

DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

d.! 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 prepaid), 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.

e.! Relationship of Parties. In the performance of this Agreement, each party is acting independently and is not an agent or representative of the other party. Neither party has any authority to transact any business in the name of or on account of the other party or otherwise obligate the other party in any manner. This Agreement does not constitute a partnership, agency, joint marketing effort, co-marketing effort, teaming arrangement or joint venture. There shall be no employer-employee relationship between TapGames and Tapinator. Under no circumstances shall TapGames, or any of TapGames's employees or subcontractors, look to Tapinator as his/her employer, or as a partner, agent or principal. Neither TapGames, nor any of TapGames's employees or subcontractors, shall be entitled to any benefits accorded to Tapinator's employees, including without limitation worker's compensation, disability insurance, vacation or sick pay. TapGames shall be responsible for providing, at TapGames's expense, and in TapGames's name, unemployment, disability, worker's compensation and other insurance, as well as licenses and permits usual or necessary for conducting the services under this Agreement.

f.! Interpretation: For purposes of this Agreement, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

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.

g.! Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement

h.! 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.]

i.! Entire Agreement. This Agreement together with any other documents incorporated herein by reference and all related annexures exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement, and the Previous Agreements and the related annexures exhibits and schedules (other than an exception expressly set forth as such in the schedules), the statements in the body of this Agreement shall control (except as other provided in this Agreement).

j.! 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.

k.! Cumulative Remedies. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided in this Agreement.

DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

The Parties hereto have executed this Agreement as of the dates hereof:

______Rizwan Yousuf, on behalf of TapGames Ilya Nikolayev, on behalf of Tapinator House #14D, Block L 110 West 40th St., Ste 1902, NY, NY 10018 Main Ferozepur Rd. Lahore, Pakistan

Date: ______Date: ______

______Khurram Samad, individually Rizwan Yousuf, individually c/o GenITeam c/o GenITeam House #14D, Block L House #14D, Block L Main Ferozepur Rd. Main Ferozepur Rd. Lahore, Pakistan Lahore, Pakistan

Date: ______Date: ______

For the purposes of all references, direct or indirect, to Agreement 2:

______Khurram Samad, on behalf of GenITeam House #14D, Block L Main Ferozepur Rd. Lahore, Pakistan

Date: ______DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

ANNEX!A*!

! *All!Games!to!be!developed!for!each!of!GPlay,!iOS!and!Amazon! platforms,!unless!there!is!a!policy!variation!amongst!stores!that! prevents!specific!Games!from!being!published!on!specific!platforms.!

DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

ANNEX B

SAMAD RESIGNATION LETTER

March 01, 2017

Board of Directors Tapinator, Inc. 110 West 40th St. Suite 1902 New York, NY 10018

RE: Resignation from Tapinator, Inc.

To Whom It May Concern:

Effective as of the date hereof, please accept this correspondence as formal notice of my resignation of any and all my officer positions held with Tapinator, Inc., a Delaware corporation (the “Company”), including any and all my officer positions held with any subsidiaries of the Company.

Sincerely,

______Khurram Samad

DocuSign Envelope ID: 7E8CB396-0A9F-403B-8942-0C2B00C43111

ANNEX C

MUTUAL RELEASE

Tapinator Release. Tapinator hereby releases and discharges Khurram Samad for and from any and all disputes, charges, claims, demands, damages, losses, obligations, actions, causes of action, costs and expenses, including, without limitation, attorneys’ fees, costs of court, of any kind or nature whatsoever, whether in law, equity or otherwise, whether known or unknown, suspected or unexpected, liquidated or unliquidated, asserted or unasserted, matured or unmatured, including, without limitation, any and all claims or matters directly or indirectly arising from, in connection with or related to solely Agreement 1 & Agreement 2. This provision does not release claims arising from actual fraud, theft or intentional misrepresentation. This provision does not release or effect any other matters or agreement between Khurram Samad and Tapinator.

Samad Release. Khurram Samad hereby releases and discharges Tapinator and its officers, directors, employees and affiliates for and from any and all disputes, charges, claims, demands, damages, losses, obligations, actions, causes of action, costs and expenses, including, without limitation, attorneys’ fees, costs of court, of any kind or nature whatsoever, whether in law, equity or otherwise, whether known or unknown, suspected or unexpected, liquidated or unliquidated, asserted or unasserted, matured or unmatured, including, without limitation, any and all claims or matters directly or indirectly arising from, in connection with or related to solely Agreement 1 & Agreement 2. This provision does not release claims arising from actual fraud, theft or intentional misrepresentation. This provision does not release or effect any other matters or agreement between Khurram Samad and Tapinator.

______

Khurram Samad, individually Ilya Nikolayev, on behalf of Tapinator c/o GeniTeam 110 West 40th St., Ste 1902 House #14D, Block L New York, NY 10018 Main Ferozepur Rd. Lahore, Pakistan

Date: ______Date: ______

TAPINATOR, INC.

2015 EQUITY INCENTIVE PLAN

1. Purpose.

The purpose of this plan (the “Plan”) is to secure for Tapinator, Inc. (the “Corporation”) and its stockholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Corporation and its subsidiary corporations who are expected to contribute to the Corporation's future growth and success. The Plan permits grants of options to purchase shares of Common Stock, $0.001 par value per share, of the Corporation (“Common Stock”) and awards of shares of Common Stock that are restricted as provided in Section 12 (“Restricted Shares”) and Section 13 (“Restricted Stock Units”). Those provisions of the Plan which make express reference to Section 422 of the Internal Revenue Code of 1986, as amended or replaced from time to time (the “Code”), shall apply only to Incentive Stock Options (as that term is defined in the Plan).

2. Type of Options and Administration.

(a) Types of Options. Options granted pursuant to the Plan shall be authorized by action of the Board of Directors of the Corporation (or a Committee designated by the Board of Directors) and may be either incentive stock options (“Incentive Stock Options”) meeting the requirements of Section 422 of the Code or non-statutory options which are not intended to meet the requirements of Section 422 of the Code.

(b) Administration. The Plan will be administered by either the Compensation Committee or the Board of Directors of the Corporation, whose construction and interpretation of the terms and provisions of the Plan shall be final and conclusive. The Board of Directors or Compensation Committee may in its sole discretion grant Restricted Shares, Restricted Stock Units and options to purchase shares of Common Stock and issue shares upon exercise of such options as provided in the Plan. The Board shall have authority, subject to the express provisions of the Plan, to construe the respective option, Restricted Share and Restricted Stock Unit agreements and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the respective option, Restricted Share and Restricted Stock Unit agreements, which need not be identical, and to make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration of the Plan. The Board of Directors may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option, Restricted Share, or Restricted Stock Unit agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. No director or person acting pursuant to authority delegated by the Board of Directors shall be liable for any action or determination under the Plan made in good faith. The Board of Directors may, to the full extent permitted by or consistent with applicable laws or regulations (including, without limitation, applicable state law and Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), or any successor rule (“Rule 16b-3”)), delegate any or all of its powers under the Plan to a committee (the “Committee”) appointed by the Board of Directors, and if the Committee is so appointed all references to the Board of Directors in the Plan shall mean and relate to such Committee with respect to the powers so delegated. Any director to whom an option or stock grant is awarded shall be ineligible to vote upon his or her option or stock grant, but such option or stock grant may be awarded any such director by a vote of the remainder of the directors, except as limited below.

(c) Applicability of Rule 16b-3. Those provisions of the Plan which make express reference to Rule 16b-3 shall apply to the Corporation only at such time as the Corporation's Common Stock is registered under the Exchange Act, and then only to such persons as are required to file reports under Section 16(a) of the Exchange Act (a “Reporting Person”).

(d) Compliance with Section 162(m) of the Code. Section 162(m) of the Code, added by the Omnibus Budget Reconciliation Act of 1993, generally limits the tax deductibility to publicly held companies of compensation in excess of $1,000,000 paid to certain “covered employees” (“Covered Employees”). It is the Corporation’s intention to preserve the deductibility of such compensation to the extent it is reasonably practicable and to the extent it is consistent with the Corporation’s compensation objectives. For purposes of this Plan, Covered Employees of the Corporation shall be those employees of the Corporation described in Section 162(m)(3) of the Code.

(e) Special Provisions Applicable to Options Granted to Covered Employees. In order for the full value of options granted to Covered Employees to be deductible by the Corporation for federal income tax purposes, the Corporation may intend for such options to be treated as “qualified performance based compensation” as described in Treas. Reg. §1.162-27(e) (or any successor regulation). In such case, options granted to Covered Employees shall be subject to the following additional requirements:

(i) such options and rights shall be granted only by a committee comprised solely of two or more “outside directors”, within the meaning of Treas. Reg. § 1.162.27(e)(3); and

(ii) the exercise price of such options shall in no event be less than the Fair Market Value (as defined below) of the Common Stock as of the date of grant of such options.

(f) Section 409A of the Code. The Board of Directors may only grant those awards that either comply with the applicable requirements of Section 409A of the Code, or do not result in the deferral of compensation within the meaning of Section 409A of the Code.

3. Eligibility.

(a) (a) General. Options and Restricted Shares may be granted to persons who are, at the time of grant, in a Business Relationship (as defined below) with the Corporation; provided, that Incentive Stock Options may only be granted to individuals who are employees of the Corporation (within the meaning of Section 3401(c) of the Code). A person who has been granted an option or Restricted Shares may, if he or she is otherwise eligible, be granted additional options or Restricted Shares if the Board of Directors shall so determine. For purposes of the Plan, “Business Relationship” means that a person is serving the Corporation, its parent, if applicable, or any of its subsidiaries, if applicable, in the capacity of an employee, officer, director, advisor or consultant. (b) Grant of Options to Reporting Persons. From and after the registration of the Common Stock of the Corporation under the Exchange Act, the selection of a director or an officer who is a Reporting Person (as the terms “director” and “officer” are defined for purposes of Rule 16b-3) as a recipient of an option, Restricted Shares, or Restricted Stock Units, the timing of the option, Restricted Share or Restricted Stock Unit grant, the exercise price of the option and the number of Restricted Shares, Restricted Stock Units or shares subject to the option shall be determined either (i) by the Board of Directors, or (ii) by a committee consisting of two or more “Non-Employee Directors” having full authority to act in the matter. For the purposes of the Plan, a director shall be deemed to be a “Non-Employee Director” only if such person qualifies as a “Non-Employee Director” within the meaning of Rule 16b-3, as such term is interpreted from time to time.

4. Stock Subject to Plan.

The stock subject to options granted under the Plan or grants of Restricted Shares or Restricted Stock Units shall be shares of authorized but unissued or reacquired Common Stock. Subject to adjustment as provided in Section 16 below, the maximum number of shares of Common Stock of the Corporation (“Shares”) which may be issued and sold under the Plan is 6,000,000 Shares.

. If any Restricted Shares or Restricted Stock Units shall be reacquired by the Corporation, forfeited or an option granted under the Plan shall expire, terminate or is canceled for any reason without having been exercised in full, the forfeited Restricted Shares or unpurchased Shares subject to such option shall again be available for subsequent option or Restricted Share grants under the Plan.

The maximum number of Shares with respect to which options may be granted to any one person during any fiscal year of the Corporation may not exceed 3,000,000 Shares.

These limits shall be applied and construed consistently with Section 162(m) of the Code.

5. Forms of Option and Restricted Share Agreements.

As a condition to the grant of Restricted Shares, Restricted Stock Units or an option under the Plan, each recipient of Restricted Shares or an option shall execute an option, Restricted Share or Restricted Stock Unit agreement in such form not inconsistent with the Plan as may be approved by the Board of Directors. Such option, Restricted Share or Restricted Stock agreements may differ among recipients.

6. Purchase Price.

(a) General. The purchase price per Share deliverable upon the exercise of an option shall be determined by the Board of Directors at the time of grant of such option; provided, however, that the exercise price of an option shall not be less than 100% of the Fair Market Value (as hereinafter defined) of a Share, at the time of grant of such option, or less than 110% of such Fair Market Value in the case of an Incentive Stock Option described in Section 11(b). “Fair Market Value” of a Share as of a specified date for the purposes of the Plan shall mean the closing price of a Share on the principal securities exchange on which such Shares are traded on the day immediately preceding the date as of which Fair Market Value is being determined, or on the next preceding date on which such Shares are traded if no shares were traded on such immediately preceding day, or if the Shares are not traded on a securities exchange, Fair Market Value shall be deemed to be the average of the high bid and low asked prices of the Shares in the over-the-counter market on the day immediately preceding the date as of which Fair Market Value is being determined or on the next preceding date on which such high bid and low asked prices were recorded. In no case shall Fair Market Value be determined with regard to restrictions other than restrictions which, by their terms, will never lapse. The Board of Directors may also permit optionees, either on a selective or aggregate basis, to simultaneously exercise options and sell the Shares thereby acquired, pursuant to a brokerage or similar arrangement, approved in advance by the Board of Directors, and to use the proceeds from such sale as payment of the purchase price of such shares.

(b) Payment of Purchase Price. Options granted under the Plan may provide for the payment of the exercise price by delivery of cash or a check to the order of the Corporation in an amount equal to the exercise price of such options, or, to the extent provided in the applicable option agreement, (i) by delivery to the Corporation of Shares having a Fair Market Value on the date of exercise equal in amount to the exercise price of the options being exercised, (ii) through any cashless exercise feature that may be included in the option agreement covering a particular option grant, (iii) by any other means which the Board of Directors determines are consistent with the purpose of the Plan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board) or (iv) by any combination of such methods of payment.

7. Option Period.

Subject to earlier termination as provided in the Plan, each option and all rights thereunder shall expire on such date as determined by the Board of Directors and set forth in the applicable option agreement, provided, that such date shall not be later than (10) ten years after the date on which the option is granted.

8. Exercise of Options.

Each option granted under the Plan shall be exercisable either in full or in installments at such time or times and during such period as shall be set forth in the option agreement evidencing such option, subject to the provisions of the Plan. Subject to the requirements in the immediately preceding sentence, if an option is not at the time of grant immediately exercisable, the Board of Directors or Compensation Committee may (i) in the agreement evidencing such option, provide for the acceleration of the exercise date or dates of the subject option upon the occurrence of specified events, and/or (ii) at any time prior to the complete termination of an option, accelerate the exercise date or dates of such option, unless it would cause an option that otherwise qualified as an Incentive Stock Option to lose Incentive Stock Option treatment by application of Section 422(d)(1) of the Code and Section 11(c) of the Plan.

9. Non-transferability of Options.

No option granted under this Plan shall be assignable or otherwise transferable by the optionee except by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the rules thereunder. An option may be exercised during the lifetime of the optionee only by the optionee. In the event an optionee dies during his employment by the Corporation or any of its subsidiaries, or during the three-month period following the date of termination of such employment, his option shall thereafter be exercisable, during the period specified to the full extent to which such option was exercisable by the optionee at the time of his death during the periods set forth in Section 10 or 11(d). If any optionee should attempt to dispose of or encumber his or her options, other than in accordance with the applicable terms of this Plan or the applicable option agreement, his or her interest in such options shall terminate.

10. Effect of Termination of Employment or Other Relationship.

Except as provided in Section 11(d) with respect to Incentive Stock Options, and subject to the provisions of the Plan and the applicable option agreement, an optionee may exercise an option (but only to the extent such option was exercisable at the time of termination of the optionee’s employment or other relationship with the Corporation) at any time within three (3) months following the termination of the optionee's employment or other relationship with the Corporation or within one (1) year if such termination was due to the death or disability of the optionee, but, except in the case of the optionee's death, in no event later than the expiration date of the Option. If the termination of the optionee's employment is for cause or is otherwise attributable to a breach by the optionee of an employment or confidentiality or non-disclosure agreement, the option shall expire immediately upon such termination. The Board of Directors shall have the power to determine what constitutes a termination for cause or a breach of an employment or confidentiality or non-disclosure agreement, whether an optionee has been terminated for cause or has breached such an agreement, and the date upon which such termination for cause or breach occurs. Any such determinations shall be final and conclusive and binding upon the optionee.

11. Incentive Stock Options.

Options granted under the Plan which are intended to be Incentive Stock Options shall be subject to the following additional terms and conditions:

(a) Express Designation. All Incentive Stock Options granted under the Plan shall, at the time of grant, be specifically designated as such in the option agreement covering such Incentive Stock Options.

(b) 10% Stockholder. If any employee to whom an Incentive Stock Option is to be granted under the Plan is, at the time of the grant of such option, the owner of stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation (after taking into account the attribution of stock ownership rules of Section 424(d) of the Code), then the following special provisions shall be applicable to the Incentive Stock Option granted to such individual:

(i) The purchase price per share of the Common Stock subject to such Incentive Stock Option shall not be less than 110% of the Fair Market Value of one share of Common Stock at the time of grant; and

(ii) the option exercise period shall not exceed five years from the date of grant.

(c) Dollar Limitation. For so long as the Code shall so provide, options granted to any employee under the Plan (and any other incentive stock option plans of the Corporation) which are intended to constitute Incentive Stock Options shall not constitute Incentive Stock Options to the extent that such options, in the aggregate, become exercisable for the first time in any one calendar year for shares of Common Stock with an aggregate Fair Market Value, as of the respective date or dates of grant, of more than $100,000 (or such other limitations as the Code may provide).

(d) Termination of Employment, Death or Disability. No Incentive Stock Option may be exercised unless, at the time of such exercise, the optionee is, and has been continuously since the date of grant of his or her option, employed by the Corporation, except that, unless otherwise specified in the applicable option agreement:

(i) an Incentive Stock Option may be exercised within the period of three months after the date the optionee ceases to be an employee of the Corporation (or within such lesser period as may be specified in the applicable option agreement), provided, that the agreement with respect to such option may designate a longer exercise period and that the exercise after such three-month period shall be treated as the exercise of a non-statutory option under the Plan;

(ii) if the optionee dies while in the employ of the Corporation, or within three months after the optionee ceases to be such an employee, the Incentive Stock Option may be exercised by the person to whom it is transferred by will or the laws of descent and distribution within the period of one year after the date of death (or within such lesser period as may be specified in the applicable option agreement); and

(iii) if the optionee becomes disabled (within the meaning of Section 22(e)(3) of the Code or any successor provisions thereto) while in the employ of the Corporation, the Incentive Stock Option may be exercised within the period of one year after the date the optionee ceases to be such an employee because of such disability (or within such lesser period as may be specified in the applicable option agreement).

For all purposes of the Plan and any option granted hereunder, “employment” shall be defined in accordance with the provisions of Section 1.421-1(h) of the Income Tax Regulations (or any successor regulations). Notwithstanding the foregoing provisions no Incentive Stock Option may be exercised after its expiration date.

12. Restricted Shares.

(a) Awards. The Board of Directors may from time to time in its discretion award Restricted Shares to persons having a Business Relationship with the Corporation and may determine the number of Restricted Shares awarded and the terms and conditions of, and the amount of payment, if any, to be made by such persons. Each award of Restricted Shares will be evidenced by a written agreement executed on behalf of the Corporation and containing terms and conditions not inconsistent with the Plan as the Board of Directors shall determine to be appropriate in its sole discretion.

(b) Restricted Period; Lapse of Restrictions. At the time an award of Restricted Shares is made, the Board of Directors shall establish a period of time (the “Restricted Period”) applicable to such award which shall not be more than ten years. Each award of Restricted Shares may have a different Restricted Period. In lieu of establishing a Restricted Period, the Board of Directors may establish restrictions based only on the achievement of specified performance measures or a time release schedule. At the time an award is made, the Board of Directors may, in its discretion, prescribe conditions for the incremental lapse of restrictions during the Restricted Period and for the lapse or termination of restrictions upon the occurrence of other conditions in addition to or other than the expiration of the Restricted Period with respect to all or any portion of the Restricted Shares. Such conditions may include, without limitation, the death or disability of the participant to whom Restricted Shares are awarded, retirement of the participant pursuant to normal or early retirement under any retirement plan of the Corporation or termination by the Corporation of the participant’s employment other than for cause, or the occurrence of a change in control of the Corporation. Such conditions may also include performance measures, which, in the case of any such award of Restricted Shares to a participant who is a “covered employee” within the meaning of Section 162(m) of the Code, shall be based on one or more of the following criteria: earnings per share, market value per share, return on invested capital, return on operating assets and return on equity. The Board of Directors may also, in its discretion, shorten or terminate the Restricted Period or waive any conditions for the lapse or termination of restrictions with respect to all or any portion of the Restricted Shares at any time after the date the award is made.

(c) Rights of Holder; Limitations Thereon. Upon an award of Restricted Shares, a stock certificate representing the number of Restricted Shares awarded to the participant shall be registered in the participant’s name and, at the discretion of the Board of Directors, will be either delivered to the participant with an appropriate legend or held in custody by the Corporation or a bank for the participant’s account. The participant shall generally have the rights and privileges of a stockholder as to such Restricted Shares, including the right to vote such Restricted Shares, except that the following restrictions shall apply: (i) with respect to each Restricted Share, the participant shall not be entitled to delivery of an unlegended certificate until the expiration nor termination of the Restricted Period, and the satisfaction of any other conditions prescribed by the Board of Directors, relating to such Restricted Share; (ii) with respect to each Restricted Share, such share may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until the expiration of the Restricted Period, and the satisfaction of any other conditions prescribed by the Board of Directors, relating to such Restricted Share (except, subject to the provisions of the participant’s stock restriction agreement, by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA or the rules promulgated thereunder) and (iii) all of the Restricted Shares as to which restrictions have not at the time lapsed shall be forfeited and all rights of the participant to such Restricted Shares shall terminate without further obligation on the part of the Corporation unless the participant has remained in a Business Relationship with the Corporation or any of its subsidiaries until the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Board of Directors applicable to such Restricted Shares. Upon the forfeiture of any Restricted Shares, such forfeited shares shall be transferred to the Corporation without further action by the participant. At the discretion of the Board of Directors, cash and stock dividends with respect to the Restricted Shares may be either currently paid or withheld by the Corporation for the participant’s account, and interest may be paid on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Board of Directors. The participant shall have the same rights and privileges, and be subject to the same restrictions, with respect to any shares received pursuant to Section 16 hereof.

(d) Delivery of Unrestricted Shares. Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Board of Directors, the restrictions applicable to the Restricted Shares shall lapse and a stock certificate for the number of Restricted Shares with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions, except any that may be imposed by law including without limitation securities laws, to the participant or the participant’s beneficiary or estate, as the case may be. The Corporation shall not be required to deliver any fractional share of Common Stock but will pay, in lieu thereof, the fair market value (determined as of the date the restrictions lapse) of such fractional share to the participant or the participant’s beneficiary or estate, as the case may be.

13. Restricted Stock Units.

“Restricted Stock Units” mean units awarded to persons having a Business Relationship with the Corporation pursuant to this Section 13 hereof, which are convertible into Common Stock at such time as such units are no longer subject to restrictions as established by the Board of Directors or Compensation Committee, provided, however, that such terms and conditions are (i) not inconsistent with the Plan, (ii) to the extent a Restricted Stock Unit issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder, and (iii) to the extent the Committee determines that a Restricted Stock Unit award shall comply with the requirements of Section 162(m) of the Code, in compliance with the applicable requirements of Section 162(m) and the regulations and other guidance issued thereunder. Restricted Stock Units shall be subject to such restrictions as the Board of Directors or Compensation Committee determines, including, without limitation, (a) a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period; or (b) a requirement that the holder forfeit (or in the case of shares of Common Stock or units sold to the holder, resell to the Corporation at cost) such shares or units in the event of termination of service during the period of restriction.

14. Additional Provisions.

(a) Additional Provisions. The Board of Directors may, in its sole discretion, include additional provisions in option, Restricted Stock, or Restricted Stock Unit agreements covering options, Restricted Stock, or Restricted Stock Units granted under the Plan, including without limitation, restrictions on transfer, repurchase rights, rights of first refusal, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to optionees upon exercise of options, or such other provisions as shall be determined by the Board of Directors or Compensation Committee; provided, that such additional provisions shall not be inconsistent with any other term or condition of the Plan and such additional provisions shall not cause any Incentive Stock Option granted under the Plan to fail to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code or result in the imposition of an additional tax under Section 409A of the Code.

(b) Performance Awards. The Board of Directors or Compensation Committee may grant performance awards to one or more persons having a Business Relationship with the Corporation. The terms and conditions of performance awards shall be specified at the time of the grant and may include provisions establishing the performance period, the performance goals to be achieved during a performance period, and the maximum or minimum settlement values, provided that such terms and conditions are (i) not inconsistent with the Plan and (ii) to the extent a performance award issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. If the performance award is to be in shares of Common Stock, the performance awards may provide for the issuance of the shares of Common Stock at the time of the grant of the performance award or at the time of the certification by the Board of Directors or Compensation Committee that the performance goals for the performance period have been met; provided, however, if shares of Common Stock are issued at the time of the grant of the performance award and if, at the end of the performance period, the performance goals are not certified by the Committee to have been fully satisfied, then, notwithstanding any other provisions of this Plan to the contrary, the Common Stock shall be forfeited in accordance with the terms of the grant to the extent the Board of Directors or Compensation Committee determines that the performance goals were not met. The forfeiture of shares of Common Stock issued at the time of the grant of the performance award due to failure to achieve the established performance goals shall be separate from and in addition to any other restrictions provided for in this Plan that may be applicable to such shares of Common Stock. Each performance award granted to one or more Participants shall have its own terms and conditions

(c) Acceleration, Extension, Etc. The Board of Directors may, in its sole discretion, (i) accelerate the date or dates on which all or any particular option or options granted under the Plan may be exercised or (ii) extend the dates during which all, or any particular, option or options granted under the Plan may be exercised if it would not cause any Incentive Stock Option granted under the Plan to fail to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code or result in the imposition of an additional tax under Section 409A of the Code.

15. General Restrictions.

(a) Investment Representations. The Corporation may require any person to whom Restricted Shares, Restricted Stock Units or an option is granted, as a condition of receiving such Restricted Shares, Restricted Stock Units or exercising such option, to give written assurances in substance and form satisfactory to the Corporation to the effect that such person is acquiring the Restricted Shares, Restricted Stock Units or Common Stock subject to the option for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Corporation deems necessary or appropriate in order to comply with federal and applicable state securities laws, or with covenants or representations made by the Corporation in connection with any public offering of its Common Stock.

(b) Compliance with Securities Law. Each option and grant of Restricted Shares or Restricted Stock Units shall be subject to the requirement that if, at any time, counsel to the Corporation shall determine that the listing, registration or qualification of the Restricted Shares, Restricted Stock Units, or shares subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with the issuance or purchase of shares thereunder, such Restricted Shares or Restricted Stock Units shall not be granted and such option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board of Directors. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration or qualification, or to satisfy such condition.

16. Rights as a Stockholder.

The holder of an option shall have no rights as a stockholder with respect to any shares covered by the option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate to him or her for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

17. Adjustment Provisions for Recapitalization, Reorganizations and Related Transactions.

(a) Recapitalization and Related Transactions. If, through or as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, (i) the outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities of the Corporation, or (ii) additional shares or new or different shares or other non-cash assets are distributed with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment shall be made in (x) the maximum number and kind of shares reserved for issuance under the Plan, (y) the number and kind of Restricted Shares or Restricted Stock Units granted and shares or other securities subject to any then outstanding options under the Plan, and (z) the exercise price for each share subject to any then outstanding options under the Plan, without changing the aggregate purchase price as to which such options remain exercisable. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 16 if such adjustment (i) would cause the Plan to fail to comply with Section 422 of the Code or with Rule 16b-3 or (ii) would be considered as the adoption of a new plan requiring stockholder approval.

(b) Reorganization, Merger and Related Transactions. If the Corporation shall be the surviving corporation in any reorganization, merger or consolidation of the Corporation with one or more other corporations, any then outstanding Restricted Shares or option granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to such Restricted Shares, Restricted Stock Units, or options would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the purchase price as to which such options may be exercised so that the aggregate purchase price as to which such options may be exercised shall be the same as the aggregate purchase price as to which such options may be exercised for the shares remaining subject to the options immediately prior to such reorganization, merger, or consolidation.

(c) Board Authority to Make Adjustments. Any adjustments made under this Section 16 will be made by the Board of Directors, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. No fractional shares will be issued under the Plan on account of any such adjustments.

18. Merger, Consolidation, Asset Sale, Liquidation, Etc.

(a) General. In the event of a consolidation or merger in which the Corporation is not the surviving corporation, or sale of all or substantially all of the assets of the Corporation in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity or in the event of a liquidation of the Corporation (collectively, a “Corporate Transaction”), the Board of Directors of the Corporation, or the board of directors of any corporation assuming the obligations of the Corporation, may, in its discretion, take any one or more of the following actions, as to outstanding options: (i) provide that such Restricted Shares or options shall be assumed, or equivalent Restricted Shares, Restricted Stock Units or options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), provided that any such options substituted for Incentive Stock Options shall meet the requirements of Section 424(a) of the Code, (ii) upon written notice, provide that all unexercised options, Restricted Shares and Restricted Stock Units will terminate immediately prior to the consummation of such transaction unless such options are exercised by the optionee within a specified period following the date of such notice, (iii) in the event of a Corporate Transaction under the terms of which holders of the Common Stock of the Corporation will receive upon consummation thereof a cash payment for each share surrendered in the Corporate Transaction (the “Transaction Price”), make or provide for a cash payment to the optionees equal to the difference between (A) the Transaction Price times the number of shares of Common Stock subject to such outstanding options (to the extent then exercisable at prices not in excess of the Transaction Price) and (B) the aggregate exercise price of all such outstanding options in exchange for the termination of such options, and (iv) provide that all restrictions on Restricted Shares and Restricted Stock Units shall lapse in full or in part and all or any outstanding options shall become exercisable in full or in part immediately prior to such event.

(b) Substitute Restricted Shares or Options. The Corporation may grant Restricted Shares, Restricted Stock Units or options under the Plan in substitution for Restricted Shares, Restricted Stock Units, or options held by persons in a Business Relationship with another corporation who enter into a Business Relationship with the Corporation, or a subsidiary of the Corporation, as the result of a merger or consolidation of the employing corporation with the Corporation or a subsidiary of the Corporation, or as a result of the acquisition by the Corporation, or one of its subsidiaries, of property or stock of the other corporation. The Corporation may direct that substitute Restricted Shares, Restricted Stock Units or options be granted on such terms and conditions as the Board of Directors considers appropriate in the circumstances.

19. No Special Employment Rights.

Nothing contained in the Plan or in any Restricted Share, Restricted Stock Unit or option agreement shall confer upon any holder of Restricted Shares, Restricted Stock Units or optionee any right with respect to the continuation of his or her employment by, or other Business Relationship with, the Corporation or interfere in any way with the right of the Corporation at any time to terminate such employment or Business Relationship or to increase or decrease the compensation of the optionee.

20. Other Employee Benefits.

Except as to plans which by their terms include such amounts as compensation, the amount of any compensation deemed to be received by an employee as a result of the grant of Restricted Shares, Restricted Stock Unit or lapse of restrictions thereon, the exercise of an option or the sale of shares received upon such exercise will not constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board of Directors.

21. Amendment of the Plan.

(a) The Board of Directors may at any time, and from time to time, modify or amend the Plan in any respect, except that if at any time the approval of the stockholders of the Corporation is required under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, or the legal requirements relating to the administration of equity compensation plans, if any, under applicable provisions of federal securities laws, applicable state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system or quotation system on which the Common Stock is listed or quoted, and the applicable laws and rules of any foreign country or jurisdiction where awards are, or will be, granted under the Plan.

(b) The termination or any modification or amendment of the Plan shall not, without the consent of an optionee or holder of Restricted Shares or Restricted Stock Units, affect his or her rights under an option or grant of Restricted Shares or Restricted Stock Units previously granted to him or her. With the consent of the optionee or holder of Restricted Shares or Restricted Stock Units affected, the Board of Directors may amend outstanding option or Restricted Share or Restricted Stock Unit agreements in a manner not inconsistent with the Plan. The Board of Directors shall have the right to amend or modify the terms and provisions of the Plan and of any outstanding Incentive Stock Options granted under the Plan to the extent necessary to qualify any or all such options for such favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code.

22. Withholding.

(a) The Corporation shall have the right to deduct from payments of any kind otherwise due to the optionee or holder of Restricted Shares or Restricted Stock Units any federal, state or local taxes of any kind required by law to be withheld with respect to any shares issued upon exercise of options or lapse of restrictions on Restricted Shares or Restricted Stock Units under the Plan. Subject to the prior approval of the Corporation, which may be withheld by the Corporation in its sole discretion, the optionee or holder of Restricted Shares or Restricted Stock Units may elect to satisfy such obligations, in whole or in part, (i) by causing the Corporation to withhold shares of Common Stock otherwise issuable pursuant to the exercise of an option or lapse of restrictions on Restricted Shares or Restricted Stock Units or (ii) by delivering to the Corporation shares of Common Stock already owned by the optionee or holder of Restricted Shares or Restricted Stock Units. The shares so delivered or withheld shall have a Fair Market Value equal to such withholding obligation as of the date that the amount of tax to be withheld is to be determined. An optionee who has made an election pursuant to this Section 22(a) may satisfy his or her withholding obligation only with shares of Common Stock which are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

(b) The acceptance of shares of Common Stock upon exercise of an Incentive Stock Option shall constitute an agreement by the optionee (i) to notify the Corporation if any or all of such shares are disposed of by the optionee within two years from the date the option was granted or within one year from the date the shares were transferred to the optionee pursuant to the exercise of the option, and (ii) if required by law, to remit to the Corporation, at the time of and in the case of any such disposition, an amount sufficient to satisfy the Corporation's federal, state and local withholding tax obligations with respect to such disposition, whether or not, as to both (i) and (ii), the optionee is in the employ of the Corporation at the time of such disposition.

(c) Notwithstanding the foregoing, in the case of a Reporting Person whose options have been granted in accordance with the provisions of Section 3(b) herein, no election to use shares for the payment of withholding taxes shall be effective unless made in compliance with any applicable requirements of Rule 16b-3.

23. Section 162(m) of the Code. The Board of Directors, in its sole discretion, may require that one or more agreements contain provisions which provide that, in the event Section 162(m) of the Code, or any successor provision relating to excessive employee remuneration, would operate to disallow a deduction by the Corporation for all or part of any payment of an award under the Plan, a grantee’s receipt of the portion that would not be deductible by the Corporation shall be deferred to either the earliest date at which the Board reasonably anticipates that the grantee's remuneration either does not exceed the limit set forth in Section 162(m) of the Code or is not subject to Section 162(m) of Code, or the calendar year in which the grantee separates from service. This Section 23 shall be applied and construed consistently with Section 409A of the Code and the regulations (and guidance) thereunder.

24. Effective Date and Duration of the Plan.

(a) Effective Date. The Plan shall become effective when adopted by the Board of Directors, but no Incentive Stock Option granted under the Plan shall become exercisable unless and until the Plan shall have been approved by the Corporation's stockholders. If such stockholder approval is not obtained within twelve (12) months after the date of the Board's adoption of the Plan, no options previously granted under the Plan shall be deemed to be Incentive Stock Options and no Incentive Stock Options shall be granted thereafter. Amendments to the Plan not requiring stockholder approval shall become effective when adopted by the Board of Directors; amendments requiring stockholder approval (as provided in Section 21) shall become effective when adopted by the Board of Directors, but no Incentive Stock Option granted after the date of such amendment shall become exercisable (to the extent that such amendment to the Plan was required to enable the Corporation to grant such Incentive Stock Option to a particular optionee) unless and until such amendment shall have been approved by the Corporation's stockholders. If such stockholder approval is not obtained within twelve (12) months of the Board's adoption of such amendment, any Incentive Stock Options granted on or after the date of such amendment shall terminate to the extent that such amendment to the Plan was required to enable the Corporation to grant such option to a particular optionee. Subject to this limitation, options may be granted under the Plan at any time after the effective date and before the date fixed for termination of the Plan.

(b) Termination. Unless sooner terminated in accordance with Section 18, the Plan shall terminate upon the earlier of (i) the close of business on the day next preceding the tenth anniversary of the date of its adoption by the Board of Directors, or (ii) the date on which all shares available for issuance under the Plan shall have been issued pursuant to the exercise or cancellation of Restricted Shares or options granted under the Plan. If the date of termination is determined under (i) above, then Restricted Shares, Restricted Stock Units, or options outstanding on such date shall continue to have force and effect in accordance with the provisions of the instruments evidencing such Restricted Shares, Restricted Stock Units, or options.

25. Governing Law.

The provisions of this Plan shall be governed and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws.

Adopted by the Board of Directors on December 14, 2015.

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”) is made as of the 7th day of May, 2015 between Tapinator, Inc (the “Company”) and Ilya Nikolayev (“Employee”).

WITNESSETH:

WHEREAS, the Company is in the business of developing and publishing mobile games on the iOS, Android and Amazon platforms (the “Business”);

WHEREAS, Employee is currently the Chairman and CEO of the Company and the Company and Employee desire to continue such employment relationship on the terms set forth herein;

WHEREAS, the parties hereto agree that this Agreement shall supersede any other agreements regarding Employee’s provision of services to the Company.

NOW, THEREFORE, in consideration of the premises, in further consideration of Employee’s employment by Company, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Company and Employee hereby agree as follows:

1. Term of Agreement.

The term of this Agreement shall be for a period of three years commencing on June 1, 2015 and continuing through May 30, 2018 (“Term”), unless otherwise terminated as set forth herein. The Term shall automatically renew for the two-year period beginning June 1, 2018 and ending May 30, 2020 (the “Renewal Term”) unless either party provides written notice to the other party of non-renewal on or before December 1, 2017.

2. Scope of Employment.

A. The Company agrees that during the Term of this Agreement, the Company shall employ Employee as Chairman and CEO to perform the services identified on Exhibit A and such other duties which are of the type and nature normally assigned to such employees of a business of the size, stature, and nature of the Company, as the Board of Directors of the Company may from time to time assign.

B. Employee hereby accepts such employment and agrees that during the Term of this Agreement that:

(i) Employee shall fully and faithfully perform such duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner, and agrees that fiduciary duties normally applicable to officers, including, without limitation, those of loyalty and due care, shall be applicable to Employee.

(ii) Employee will devote his full working time and attention, as well as his best efforts and abilities to the performance of his duties hereunder and to the affairs of the Company; provided, that, the Executive shall be entitled to devote such time as may be reasonably required in connection with his passive personal investments, Board of Directorships, charitable and civic activities, of which the Executive shall make the Board aware, if and to the extent that such activities do not interfere with the performance of his duties under this Agreement.

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(iii) Employee will not engage in any other activities which conflict, interfere with or otherwise adversely affect in any way the proper discharge of his duties hereunder and compliance with the covenants of Employee contained herein.

(iv) Employee will comply with all lawful policies which from time to time may be in effect at the Company or adopted by the Company and conveyed to Employee.

3. Compensation.

As compensation for the services to be performed by Employee hereunder, the Company agrees to pay to Employee, and Employee agrees to accept, the following:

A. Salary. The Company will pay Employee a bases salary (the “Base Salary”) of $180,000, which shall be payable in accordance with the Company’s standard payroll practices and pro-rated for any partial months; provided however, that such salary shall increase at a rate of five percent (5%) on January 1st, 2016, and 10% on January 1st of each subsequent year during the Term and during any Renewal Term.

B. Performance Bonus. For each calendar year during the Term, the Employee will have the opportunity to earn an annual bonus of up to 150% of the Base Salary (the “Bonus”) paid to the Employee for such year based on the Company’s annual EBITDA prior to stock-based compensation, executive bonus accrual, and non-cash financing expenses (“Adjusted EBITDA”) as follows:

8% of Adjusted EBITDA up to $1 million of Adjusted EBITDA, plus 7% of Adjusted EBITDA between $1 million and $2 million of Adjusted EBITDA, plus 6% of Adjusted EBITDA above $2 million of Adjusted EBITDA

For purposes hereof, in the event that the Company consummates one or more acquisitions during the Term (an “Acquisition”), whether by merger, stock purchase, or asset purchase, the amount of any historical Adjusted EBITDA attributable to such Acquisition(s) shall not be included in the Adjusted EBITDA calculation above for purposes of determining any Bonus. The Bonus will be paid to Employee within 15 days from the completion of the Company’s annual audit and provided that Employee has not voluntarily resigned or been terminated with Cause prior to such payment..

C. Options. The parties acknowledge that the Company intends to implement an Incentive Stock Option Plan prior to December 31, 2015 and that Employee shall be entitled to receive annual stock option grants during the Term and any Renewal Terms pursuant to this plan as reasonably determined by the Board of Directors.

D. Employee Benefits. In addition to Employee’s compensation, the Company shall make available to such Employee, subject to change at any time by senior management and approved by the Board of Directors, during the Term hereof:

(i) Participation in any plans, to the extent such plans are available to all similarly situated employees (unless restricted due to Employee’s income level), which are from time to time offered to the Company’s employees with respect to group health, life, accident and disability insurance or payment plans, retirement plans, profit sharing or similar employee benefits, if any, and subject to the satisfaction of insurance underwriting requirements; provided, however, that the Company may elect to provide cash compensation to cover individually purchased benefits in lieu of establishing corporate plans;

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(ii) Twenty days of paid annual vacation, accrued based upon time employed (i.e. accrued at a rate of 1⅔ days per month), plus paid holidays designated as such by the Company;

(iii) The Company shall reimburse Employee for all reasonable and necessary business expenses incurred by Employee in connection with Employee’s performance of services hereunder as soon as practicable in accordance with the Company’s reimbursement policy following submission to the Company by Employee of a written itemized account of such expenditures, together with receipts therefore, all in accordance with the Company’s policy and with applicable law, rules and regulations governing deductibility of such amounts under the Internal Revenue Code of 1986, as amended; and

(v) Other fringe benefits regularly provided to the similarly situated employees of the Company.

4. Termination.

A. Termination by the Company with Cause. The Company may terminate Employee’s employment with “Cause” as hereafter defined in this section upon written notice. “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the Company, (vi) any willful or intentional action by Employee which has a material detrimental effect on the Company’s reputation or business, (vii) failure to perform the duties assigned or requested by the Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Base Salary and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the provisions of Sections (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity to cure such event within a reasonable time following written notice thereof and not to exceed thirty (30) days following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice of Cause of such desire, and in the absence of such cure by Employee within the Cure Period Employee shall be deemed terminated upon the expiration of the Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the foregoing, Employee shall not be provided the opportunity pursuant to the foregoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which constitute Cause (in the absence of cure) hereunder and which would otherwise be curable but for such reoccurrence.

B. Termination by Employee for Good Reason. Employee may terminate his employment hereunder for Good Reason. “Good Reason” shall mean (i) a material diminution of Employee’s employment duties without Employee’s consent; or (ii) a material and persistent breach by the Company of Section 4 hereof. Employee shall provide the Company thirty (30) days prior written notice of his intention to resign for Good Reason which states his intention to resign and sets forth the reasons therefor, and any resignation without delivery of such notice shall be considered to be a resignation for other than Good Reason. In the event that Employee terminates his employment pursuant to this section, Employee shall be entitled to (i) payment of Employee’s then-current accrued, unpaid Base Salary and accrued, unused vacation, each prorated through the date of termination, and (ii) receive salary continuation payments at the rate of the Base Salary in effect on the date of termination, in accordance with the

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Company’s prevailing payroll practices, for a period of six months. During the thirty (30) day period following the delivery of such notice, Employee shall reasonably cooperate with the Company in locating and training Employee’s successor and arranging for an orderly transference of his responsibilities.

C. Termination Due to Employee’s Death or Disability. In the event that this Agreement and Employee’s employment is terminated due to Employee’s death or disability, Employee (or Employee’s legal representatives) shall be paid Employee’s then-current unpaid compensation and accrued, unused vacation, each prorated through the date of termination. For purposes of this Agreement, the term “disability” shall mean the mental or physical inability to perform satisfactorily the essential functions of Employee’s full-time duties, with or without a reasonable accommodation, as determined by a physician mutually agreed by the Company and Employee, such agreement not to be unreasonably withheld; provided, however, that any disability which continues (subject to any requirements of applicable law) for one hundred and twenty (120) days (whether or not consecutive) in any twenty-four (24) month period shall be deemed a total and permanent disability.

D. Termination without Cause. The Company may terminate the Employee’s employment without Cause upon written notice. If the Company terminates the Employee’s employment without Cause, then, in addition to the payments for accrued and unpaid Base Salary and accrued, unused vacation, the Employee will be entitled to receive (i) salary continuation payments at the rate of the Base Salary in effect on the date of termination, in accordance with the Company’s prevailing payroll practices, for a period of 14 months (the “Severance Period”), and (ii) shall be entitled to receive any Bonus during the Severance Period that Employee would have been entitled to receive had he continued to be employed during such Severance Period. Any such payments set forth in the preceding sentence shall be subject to the prior execution and delivery of a general release in favor of the Company and compliance with the restrictive covenants contained in Sections 8 through 12.

E. Resignation without Good Reason. The Employee shall have the right to terminate his employment other than for Good Reason upon 90 days’ prior written notice to the Company, and the Company shall have the right to elect to accept such resignation at any time during such 90 day period upon three business days prior written notice, which date shall be deemed the date of termination. The Company may elect to relieve the Employee prior to such three-day notice period, but the date of termination will remain at the end of such three-day notice period. If Executive resigns without Good Reason, he will be entitled to any accrued, unpaid Base Salary and accrued, unpaid vacation time and no more.

5. Representations, Warranties and Certain Covenants of Employee.

Employee hereby represents, warrants and covenants to the Company that:

A. Employee is not subject to any agreement, including any confidentiality, non-solicitation, non competition, or invention assignment, agreement or other restrictive covenant, whether oral or written, which would in any way restrict or prohibit Employee’s ability to execute this Agreement, perform Employee’s obligations under this Agreement or otherwise comply with the terms of this Agreement;

B. Employee has respected and at all times in the future will continue to respect the rights of Employee’s previous employer(s) in trade secret and confidential information in accordance with applicable agreements, if any, and applicable law;

C. Employee has left with Employee’s previous employers all proprietary documents, computer software programs, computer discs, customer lists, and any other material which is proprietary

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to Employee’s previous employer(s), has not taken copies of any such materials and will not remove or cause to be removed any such material or copies of any such material from such previous employer(s) in violation of Employee’s agreements, if any, with previous employers;

D. Employee has not done, and hereafter will not do anything, by contract or otherwise, which would impair the rights of the Company in and to any Company Developments (as defined below), the Company Materials (as defined below), or the ability of Employee to perform Employee's obligations under this Agreement;

E. Employee shall not, during the term of his employment with the Company, do anything or authorize any other person or entity to do anything contrary to the material rights and interests of the Company in contravention of Employee’s obligations under this Agreement;

F. The information Employee supplied to the Company in connection with Employee’s employment is true, correct, and complete; and

G. So long as Employee remains employed by the Company, any and all business opportunities from whatever source which Employee may receive or otherwise become aware of in connection with his employment with the Company relating to the Business of the Company shall belong to the Company, and unless the Company specifically, after full disclosure by Employee of each and any such opportunity, waives its right in writing, the Company shall have the sole right to act upon any of such business opportunities as the Company deems advisable.

6. Work for Hire and Invention Assignment.

A. Employee agrees that any and all work performed hereunder and any resulting Developments shall be “work made for hire” within the meaning of the Copyright Act of 1976, as amended. Employee hereby assigns to the Company Employee’s entire right, title and interest in said Developments. Furthermore, Employee shall execute all instruments of assignment and any other documents requested by Company relating to the Company’s ownership of any and all Developments or to applications for patents, copyrights and trademarks and the enforcement and protection thereof.

B. Employee shall mark all Developments with the Company’s copyright or other proprietary notice as directed by the Company and shall take all actions deemed necessary by the Company to protect the Company’s rights therein including, without limitation, the maintenance of such item in confidence to the same degree as required for Confidential Information (as herein defined) or as otherwise instructed by the Company. In the event that the Developments performed hereunder shall be deemed not to constitute works made for hire, or in the event that Employee should otherwise, by operation of law, be deemed to retain any rights (whether moral rights or otherwise) to any Developments, Employee agrees to assign to the Company, without further consideration, Employee’s entire right, title and interest therein.

C. Employee further agrees to reasonably assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights, or other rights or registrations with respect to Developments in any and all countries, and to that end will execute all documents necessary:

(i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights, or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same;

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(ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection; and

(iii) to cooperate with the Company (but at the Company’s expense) in any enforcement or infringement proceeding on such letters patent, copyright or other analogous protection.

7. Confidential Information

A. Confidential Information.

Employee acknowledges and agrees that:

(i) During the course of Employee's employment with the Company, Employee will learn about, will help to develop and will develop, and will be entrusted in strict confidence with (1) confidential and proprietary information and trade secrets that are or will be owned by the Company and are not available to the general public or the Company’s competitors concerning the Company, including its sales, operations, financial condition, financial projections, profit margins, personnel matters (including the identity of the Company’s top-performing personnel, hiring criteria, and training techniques), intermediate and long-term business goals and strategic plans, promotional strategies and techniques, pricing and cost structure of services, customer identities, customer relationship histories, customer records, customer service matters, customer preferences, needs and idiosyncrasies, formal customers and prospects, identity of vendors and suppliers, special vendor and supplier pricing and delivery terms, computer programs and codes, research and development, specifications, algorithms, processes, formulas methods, technical data, know-how, complications, designs, drawings, photographs, other machine-readable records, business activity and other confidential aspects of the Company and its business and operations; (2) information which the Company will be required to keep confidential in accordance with confidentiality obligations to third parties; and (3) other matters and materials belonging to or relating to the internal affairs of the Company, including information recorded on any medium which gives it an opportunity to obtain an advantage over its competitors which do not know or use the same or by which the Company derives actual or potential value from such matter or material not generally being known to other persons or entities which might obtain economic value from its use or disclosure (all of the foregoing being hereinafter collectively referred to as the "Confidential Information");

(ii) It is imperative that the Employee treat whatever information the Company wants to protect from disclosure as genuinely “Confidential,” i.e. restricting access by pass code, stamping hard copies “Confidential,” and restricting access thereto except by personnel, and the like;

(iii) The Company has developed or purchased and will develop or purchase the Confidential Information at substantial expense in a market in which the Company faces intense competitive pressure, and the Company has kept and will keep secret the Confidential Information; and

(iv) The Company has a legitimate interest in protecting the goodwill, customer information, customer relationships, and use of Employee’s skills by means of enforcement of the restrictive covenants set forth in this Agreement.

B. Confidentiality Covenants.

In consideration of Employee’s employment and compensation and other consideration described herein, Employee acknowledges and agrees that:

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(i) To the extent that Employee developed or had access to Confidential Information before entering into this Agreement, Employee represents and warrants that he has not used for his own benefit or for the benefit of any other person or entity, and he has not disclosed, directly or indirectly, to any other person or entity, other than the Company, any of the Confidential Information. Unless and until the Confidential Information becomes publicly known through legitimate means not involving an act or omission by Employee or the Company’s other employees or independent contractors:

(A) The Confidential Information is, and at all times hereafter shall remain, the sole property of the Company;

(B) Employee shall use his best efforts and the diligence to guard and protect the Confidential Information from disclosure to any competitor, customer or supplier of the Company or any other person, firm, corporation, or other entity;

(C) Unless the Company gives Employee prior express written permission, during his employment and thereafter, Employee shall not use for his own benefit, or divulge to or use for the benefit of any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information which Employee may obtain, learn about, develop, or be entrusted with as a result of Employee's employment by the Company; and

(D) Except in the ordinary course of the Company's Business, Employee shall not seek or accept any Confidential Information from any former, present, or future contractor or employee of the Company.

(ii) Employee also acknowledges and agrees that all documentary and tangible Confidential Information including, without limitation, such Confidential Information as Employee has committed to memory, is supplied or made available by the Company to Employee solely to assist him in performing his duties under this Agreement. Employee further agrees that upon termination of his employment with the Company for any reason:

(A) Employee shall not remove from Company property, and shall immediately return to the Company, all documentary or tangible Confidential Information in his possession, custody, or control and not make or keep any copies, notes, abstracts, summaries, tapes or other record of any type of Confidential Information; and

(B) Employee shall immediately return to the Company any and all other Company property belonging to or within the custody or possession of the Company or as to which the Company has the right of possession, in his possession, custody or control, including, without limitation, all internal manuals, customer or client work papers, data, software, and other written materials (and all copies thereof) prepared for internal use by the Company or used in connection with the Business or operations of the Company, any and all keys, security cards, passes, credit cards, and marketing literature.

8. Return of Material.

Upon termination of employment with Company, and regardless of the reason for such termination, or upon the Company’s request, Employee will leave with the Company, or promptly return to Company and its customers all documents, records, notebooks, magnetic tapes, disks, computers, network hardware, and other materials, including all copies in his possession or control which contain Confidential Information of Company and its customers and prospects or any other information

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concerning Company and its customers, prospects, products, services or customers, whether prepared by the Employee or others, including, without limitation, Company Materials and Developments.

9. Covenants Not To Compete and Anti-Piracy.

Employee acknowledges that the services rendered by Employee on behalf of the Company are of a special and unique character, that Employee is being provided a substantial equity stake in the Company, and that during the performance of such services, Employee will acquire, because of the special relationship among the Company, Employee and the Company’s customers and clients, valuable information, trade secrets, customer lists, proprietary information, financial information and unique skills. Accordingly, Employee covenants, in consideration of Employee’s employment and compensation and other consideration described above, that while Employee is employed by the Company and for such period of time as Employee is entitled to receive any post-Termination payments pursuant to Section 4 above, Employee shall not without the prior written consent of the Company, directly or indirectly, either on Employee’s own behalf or on behalf of any other person work as an independent contractor for or be employed by another company, person, firm, corporation, proprietorship, partnership or other entity in competition with the Company which is engaged primarily in the Business. Employee acknowledges that in the event that Employee’s employment with the Company terminates, Employee will be able to earn a livelihood without violating the foregoing covenants.

10. Non-Solicitation of Customers.

In consideration of his employment and compensation and other consideration described herein, Employee agrees that for a period of twelve (12) months immediately following the termination of Employee’s employment with the Company, Employee will not, either for himself or on behalf of any other person or entity, directly or indirectly, solicit, attempt or offer to provide services or provide services, competitive with those services rendered or products sold by or on behalf of the Company during the term of this Agreement, to any past or present trade client of the Company for whom the Company has performed services or to whom the Company has sold products during the one (1) year period prior to the termination of Employee’s employment.

11. Non-Solicitation of Employees.

In consideration of his employment and compensation and other consideration described herein, Employee agrees that Employee will not during both the term of this Agreement and the twelve (12) months following the termination of Employee's employment, without the written consent of the Company, for any reason, directly or indirectly, or by action in concert with others, induce or influence, or seek to induce or influence, any person who is engaged by the Company as an employee, agent, independent contractor or otherwise, to terminate his or her employment or engagement, nor shall Employee prior to the expiration of such period, directly or indirectly, solicit for employment or engagement, employ or engage, attempt to employ or engage, or advise or recommend to any other person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the Company.

12. Equitable Relief.

Employee acknowledges and agrees that the Business is highly competitive, and that violation of any of the covenants and agreements provided for in Sections 8 - 12 of this Agreement would cause immediate, immeasurable and irreparable harm, loss and damage to the Company not adequately compensable by a monetary award. Accordingly, Employee agrees, without limiting any of the other remedies available to the Company, that any violation of said covenants, or any of them, may be enjoined

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or restrained by any court of competent jurisdiction, and that any temporary restraining order or emergency, preliminary or final injunctions may be issued by any court of competent jurisdiction, without notice and without bond. In the event any proceedings are commenced by the Company for any actual or threatened violation of any of said covenants or agreements or the Company shall engage legal counsel or incur other costs and expenses related to the enforcement of said covenants or agreements, Employee shall be liable to the Company to the extent the Company is the prevailing party in such proceedings (or in the absence of a proceeding, to the extent the services of attorneys and the incurrence of such other costs and expenses were reasonably required for the Company’s enforcement of the provisions of this Agreement, as determined by the Company’s Board of Directors) for all reasonable costs and expenses of any kind, including reasonable attorneys' fees, which the Company has incurred in connection with such proceedings or enforcement activities, including, without limitation, in connection with the enforcement of the provisions of this section. Employee acknowledges that in the event that Employee’s employment with the Company terminates, Employee will be able to earn a livelihood without violation of the aforesaid covenants of this Agreement.

13. Binding Effect and Benefit.

The provisions hereof shall be binding upon, and shall inure to the benefit of, Employee, his heirs, executors, and administrators as well as to Company, its successors, and assigns; however, Employee’s services under this personal services contract are not assignable by Employee.

14. Waivers.

No delay on the part of any party in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise or waiver thereof by any party of any right or remedy shall preclude the exercise or further exercise thereof or the exercise of any other right or remedy.

15. Severability; Interpretation.

Whenever possible, each of the provisions of this Agreement shall be construed and interpreted in such a manner as to be effective and valid under applicable law. If any provisions of this Agreement (including but not limited to Sections 8, 10 through 12) or the application of any provision of this Agreement to any party or circumstance shall be prohibited by, or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition without invalidating the remainder of such provision, any other provision of this Agreement, or the application of such provision to other parties or circumstances. Headings used in this Agreement are for convenience of reference only.

16. Entire Agreement.

Any and all prior discussions, understandings, and agreements, whether written or oral, express or implied, including, without limitation, any offer letter, held or made between Employee and the Company are superseded by and merged into this Agreement, which alone fully and completely expresses the agreement of the parties with regard to the matters addressed herein, and this Agreement is entered into with no party relying on any statement or representation made by any other party which is not contained in this Agreement.

17. Amendments.

This Agreement may be modified, amended or supplemented only by execution of a written instrument signed by both Employee and the Company.

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18. Survival.

The provisions of Sections 8, 10 through 12 and 13 through 24 shall survive any termination of Employee’s employment hereunder and any termination or expiration of this Agreement.

19. Notice.

Any notices or communications hereunder will be deemed sufficient if made in writing and hand- delivered, or if sent by facsimile with confirmation of transmission retained, or if mailed, postage prepaid, registered or certified mail, return receipt requested, or if sent by nationally recognized overnight courier, to the following addresses:

If to the Company: If to Employee: Tapinator, Inc. Ilya Nikolayev c/o Board of Directors 455 West 36th St., Apt. 1603 140 West 57th St., 9C New York, NY 10018 New York, NY 10019

or to such other address as either party may designate for such party by written notice to the other given from time to time in the manner herein provided.

20. Presumptions.

In resolving any dispute or construing any provision hereunder, there shall be no presumptions made or inferences drawn because the attorneys for one of the parties drafted the Agreement.

21. Counterparts.

This Agreement may be executed in one or more counterparts and by transmission of a facsimile or digital image containing the signature of an authorized person, each of which shall be deemed and accepted as an original, and all of which together shall constitute a single instrument.

22. Arbitration/Waiver of Claims.

The Parties hereby waive any claim they may have against either party regarding any affairs between the Parties prior to this Agreement. The Parties agree that in the event of any and all disagreements and controversies arising from this Agreement such disagreements and controversies shall be subject to binding arbitration as arbitrated in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association to be held in New York, NY before one neutral arbitrator. Either Party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Without waiving any remedy under this Agreement, either Party may also seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that Party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy). In the event of any such disagreement or controversy, neither Party shall directly or indirectly reveal, report, publish or disclose any information relating to such disagreement or controversy to any person, firm or corporation not

Page 10

expressly authorized by the other Party to receive such information or use such information or assist any other person in doing so, except to comply with actual legal obligations of such Party or unless such disclosure is directly related to an arbitration proceeding as provided herein, including, but not limited to, the prosecution or defense of any claim in such arbitration. The costs and expenses of the arbitration (including attorneys’ fees) shall be paid by the non-prevailing Party or as determined by the arbitrator. The Parties are hereby waiving any claims against each other party for any activities or prior business transactions between the parties to date. This paragraph shall survive the termination of this Agreement.

[signature page follows]

Page 11

DocuSign Envelope ID: 98F8E098-934F-45B1-B0E4-979BB0536647

AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDMENT NO. 2 TO THE EXECUTIVE EMPLOYMENT AGREEMENT (the “Second Amendment”) is entered into as of March 31, 2017 by and among Tapinator, Inc., a Delaware corporation (the “Company”) and Ilya Nikolayev (“Employee”)

RECITALS

WHEREAS, the Company and Employee are parties to that certain Executive Employment Agreement made as of May 7, 2015 (the “Original Agreement”) and the Company and Employee subsequently entered into that certain Amendment No. 1 to Executive Employment Agreement made as of August 25, 2016 (the “First Amendment”); and

WHERES, the Company and Employee desire to amend the Original Agreement and the First Amendment as set forth in this Second Amendment.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Holder and the Company agree as follows:

1. Incorporation of Recitals; Defined Terms. The recitals set forth above are hereby incorporated by reference into this Second Amendment. Capitalized terms used, and not otherwise defined herein, shall have the meanings given to such terms in the Original Agreement.

2. Amendments to Original Agreement and First Amendment. As of the date hereof, Section 2 of the First Amendment which initially modified Section 3(B) of the Original Agreement is deleted and replaced in its entirety with the following:

“Performance Bonus. For each calendar quarter during the Term, Employee will have the opportunity to earn quarterly cash bonuses, which together shall be capped on an annual fiscal year basis at 150% of the annual fiscal year Base Salary, (the “Bonuses”) paid to the Employee for such quarter based on the Company’s fiscal quarterly EBITDA prior to quarterly changes in deferred revenue and deferred costs associated with such deferred revenue, stock-based compensation, executive bonus accrual, and non-cash financing expenses (“Adjusted EBITDA”) as follows:

8% of Adjusted EBITDA up to $250,000 of Adjusted EBITDA for each fiscal calendar quarter, plus 7% of Adjusted EBITDA between $250,000 and $500,000 of Adjusted EBITDA, for each fiscal calendar quarter plus 6% of Adjusted EBITDA above $500,000 of Adjusted EBITDA for each fiscal calendar quarter

For purposes hereof, in the event that the Company consummates one or more acquisitions during the Term (an “Acquisition”), whether by merger, stock purchase, or asset purchase, the amount of any historical Adjusted EBITDA attributable to such Acquisition(s) shall not be included in the Adjusted EBITDA calculation above for purposes of determining any Bonus. The Bonus will be paid to Employee within 15 days from the public dissemination of Company’s fiscal quarterly and annual financial

DocuSign Envelope ID: 98F8E098-934F-45B1-B0E4-979BB0536647

statements, as applicable, provided that Employee has not voluntarily resigned or been terminated with Cause prior to such payment.”

3. Miscellaneous. The Original Agreement and this Second Amendment contain the entire understanding of the Company and Employee with respect to the subject matter hereof, and supersede all prior representations, agreements and understandings relating to the subject matter hereof, including but not limited to the First Amendment. In the event of an inconsistency between the terms of the Original Agreement and the First Amendment and this Second Amendment with respect to the matters the subject matter hereof, this Second Amendment will govern. Except as explicitly amended by this Second Amendment, the Original Agreement shall remain in full force and effect.

[SIGNATURE PAGE FOLLOWS]

DocuSign Envelope ID: 98F8E098-934F-45B1-B0E4-979BB0536647

IN WITNESS WHEREOF, the Company and Employee have caused this AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT be executed and as of the date reference above.

COMPANY:

TAPINATOR, INC.

By:______Name: Robert Crates Title: Director

EMPLOYEE:

By:______Name: Ilya Nikolayev

EXHIBIT A - SERVICES

Employee’s duties for and on behalf of the Company shall include the following:

Primary Functions* –

1. To provide leadership and direction, including functional management of:

• Product Development • Technology • Sales & Marketing • PR • Business Development

*Employee shall initially work at the Company headquarters in New York but may be permitted to work remotely in the event Employee chooses to relocate.

DocuSign Envelope ID: 98F8E098-934F-45B1-B0E4-979BB0536647

AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT

RECITALS

WHERES, the Company and Employee desire to amend the Original Agreement and the First Amendment as set forth in this Second Amendment.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Holder and the Company agree as follows:

2. Incorporation of Recitals; Defined Terms. The recitals set forth above are hereby incorporated by reference into this Second Amendment. Capitalized terms used, and not otherwise defined herein, shall have the meanings given to such terms in the Original Agreement.

For purposes hereof, in the event that the Company consummates one or more acquisitions during the Term (an “Acquisition”), whether by merger, stock purchase, or asset purchase, the amount of any historical Adjusted EBITDA attributable to such Acquisition(s) shall not be included in the Adjusted EBITDA calculation above for purposes of determining any Bonus. The Bonus will be paid to Employee within 15 days from the public dissemination of Company’s fiscal quarterly and annual financial

DocuSign Envelope ID: 98F8E098-934F-45B1-B0E4-979BB0536647

statements, as applicable, provided that Employee has not voluntarily resigned or been terminated with Cause prior to such payment.”

[SIGNATURE PAGE FOLLOWS]

DocuSign Envelope ID: 98F8E098-934F-45B1-B0E4-979BB0536647

IN WITNESS WHEREOF, the Company and Employee have caused this AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT be executed and as of the date reference above.

COMPANY:

TAPINATOR, INC.

By:______Name: Robert Crates Title: Director

EMPLOYEE:

By:______Name: Andrew Merkatz

DocuSign Envelope ID: 98F8E098-934F-45B1-B0E4-979BB0536647

AMENDMENT NO. 2 TO OFFER LETTER AGREEMENT

This AMENDMENT NO. 2 TO THE OFFER LETTER AGREEMENT (the “Second Amendment”) is entered into as of March 31, 2017 by and among Tapinator, Inc., a Delaware corporation (the “Company”) and Brian Chan (“Employee”)

RECITALS

WHEREAS, the Company and Employee are parties to that certain Offer Letter Agreement made as of February 16, 2016 (the “Original Agreement”) and the Company and Employee subsequently entered into that certain Amendment No. 1 to Offer Letter Agreement made as of August 25, 2016 (the “First Amendment”); and

WHERES, the Company and Employee desire to amend the Original Agreement and the First Amendment as set forth in this Second Amendment.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Holder and the Company agree as follows:

3. Incorporation of Recitals; Defined Terms. The recitals set forth above are hereby incorporated by reference into this Second Amendment. Capitalized terms used, and not otherwise defined herein, shall have the meanings given to such terms in the Original Agreement.

2% of Adjusted EBITDA up to $500,000 of Adjusted EBITDA for each fiscal calendar quarter plus 1% of Adjusted EBITDA above $500,000 of Adjusted EBITDA for each fiscal calendar quarter

For purposes hereof, in the event that the Company consummates one or more acquisitions during the Term (an “Acquisition”), whether by merger, stock purchase, or asset purchase, the amount of any historical Adjusted EBITDA attributable to such Acquisition(s) shall not be included in the Adjusted EBITDA calculation above for purposes of determining any Bonus. The Bonus will be paid to Employee within 15 days from the public dissemination of Company’s fiscal quarterly and annual financial statements, as applicable, provided that Employee has not voluntarily resigned or been terminated with Cause prior to such payment.”

DocuSign Envelope ID: 98F8E098-934F-45B1-B0E4-979BB0536647

[SIGNATURE PAGE FOLLOWS]

DocuSign Envelope ID: 98F8E098-934F-45B1-B0E4-979BB0536647

IN WITNESS WHEREOF, the Company and Employee have caused this AMENDMENT NO. 2 TO OFFER LETTER AGREEMENT be executed and as of the date reference above.

COMPANY:

TAPINATOR, INC.

By:______Name: Robert Crates Title: Director

EMPLOYEE:

By:______Name: Brian Chan

PART F – EXHIBITS ITEM 19 – ARTICLES OF INCORPORATION AND BYLAWS

BYLAWS OF

TAPINATOR, INC.

Adopted July 7, 2015

TABLE OF CONTENTS

Page ARTICLE I — MEETINGS OF STOCKHOLDERS ...... 1 1.1 Place of Meetings ...... 1 1.2 Annual Meeting ...... 1 1.3 Special Meeting ...... 1 1.4 Notice of Stockholders’ Meetings ...... 1 1.5 Quorum ...... 2 1.6 Adjourned Meeting; Notice ...... 2 1.7 Conduct of Business ...... 2 1.8 Voting ...... 2 1.9 Stockholder Action by Written Consent Without a Meeting ...... 3 1.10 Record Date for Stockholder Notice; Voting; Giving Consents ...... 4 1.11 Proxies ...... 4 1.12 List of Stockholders Entitled to Vote ...... 4 ARTICLE II — DIRECTORS ...... 5 2.1 Powers ...... 5 2.2 Number of Directors ...... 5 2.3 Election, Qualification and Term of Office of Directors ...... 5 2.4 Resignation and Vacancies ...... 5 2.5 Place of Meetings; Meetings by Telephone ...... 6 2.6 Conduct of Business ...... 6 2.7 Regular Meetings ...... 6 2.8 Special Meetings; Notice ...... 6 2.9 Quorum; Voting ...... 7 2.10 Board Action by Written Consent Without a Meeting ...... 7 2.11 Fees and Compensation of Directors ...... 7 2.12 Removal of Directors ...... 7 ARTICLE III — COMMITTEES ...... 8 3.1 Committees of Directors ...... 8 3.2 Committee Minutes ...... 8 3.3 Meetings and Actions of Committees ...... 8 3.4 Subcommittees ...... 9 ARTICLE IV — OFFICERS ...... 9 4.1 Officers ...... 9 4.2 Appointment of Officers ...... 9 4.3 Subordinate Officers ...... 9 4.4 Removal and Resignation of Officers ...... 9 4.5 Vacancies in Offices ...... 9 4.6 Representation of Shares of Other Corporations ...... 9 4.7 Authority and Duties of Officers ...... 9 ARTICLE V — INDEMNIFICATION ...... 10 5.1 Indemnification of Directors and Officers in Third Party Proceedings ...... 10

-i- TABLE OF CONTENTS (Continued) Page

5.2 Indemnification of Directors and Officers in Actions by or in the Right of the Company ...... 10 5.3 Successful Defense ...... 10 5.4 Indemnification of Others ...... 10 5.5 Limitation on Indemnification ...... 11 5.6 Non-Exclusivity of Rights ...... 11 5.7 Insurance ...... 12 5.8 Survival ...... 12 5.9 Effect of Repeal or Modification ...... 12 5.10 Certain Definitions ...... 12 ARTICLE VI — STOCK ...... 12 6.1 Stock Certificates; Partly Paid Shares ...... 12 6.2 Special Designation on Certificates ...... 13 6.3 Lost Certificates ...... 13 6.4 Dividends ...... 13 6.5 Stock Transfer Agreements ...... 14 6.6 Registered Stockholders ...... 14 6.7 Transfers ...... 14 ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER ...... 14 7.1 Notice of Stockholder Meetings ...... 14 7.2 Notice by Electronic Transmission ...... 14 7.3 Notice to Stockholders Sharing an Address ...... 15 7.4 Notice to Person with Whom Communication is Unlawful ...... 15 7.5 Waiver of Notice ...... 15 ARTICLE VIII — GENERAL MATTERS ...... 16 8.1 Fiscal Year ...... 16 8.2 Seal ...... 16 8.3 Annual Report ...... 16 8.4 Construction; Definitions ...... 16 ARTICLE IX — AMENDMENTS ...... 16

-ii-

BYLAWS

ARTICLE I — MEETINGS OF STOCKHOLDERS

1.1 Place of Meetings. Meetings of stockholders of Tapinator, Inc. (the “Company”) shall be held at any place, within or outside the State of Delaware, determined by the Company’s board of directors (the “Board”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Company’s principal executive office.

1.2 Annual Meeting. An annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting. The Company shall not be required to hold an annual meeting of stockholders, provided that (i) the stockholders are permitted to act by written consent under the Company’s certificate of incorporation and these bylaws, (ii) the stockholders take action by written consent to elect directors and (iii) the stockholders unanimously consent to such action or, if such consent is less than unanimous, all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

1.3 Special Meeting. A special meeting of the stockholders may be called at any time by the Board, Chairperson of the Board, Chief Executive Officer or President (in the absence of a Chief Executive Officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If any person(s) other than the Board calls a special meeting, the request shall:

(i) be in writing;

(ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and

(iii) be delivered personally or sent by registered mail or by facsimile transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.

The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

1.4 Notice of Stockholders’ Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting,

the purpose or purposes for which the meeting is called. Except as otherwise provided in the Delaware General Corporation Law, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.

If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meetingm fro time to time, in the manner provided in Section 1.6, until a quorum is present or represented.

1.6 Adjourned Meeting; Notice. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.7 Conduct of Business. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

1.8 Voting. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 1.10 of these bylaws. Except as may be otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in Section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be

2 determined that the electronic transmission was authorized by the stockholder or proxy holder.

Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation or these bylaws.

1.9 Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the Company by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 1.9, written consents signed by a sufficient number of holders to take action are delivered to the Company as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those stockholders who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company.

An electronic transmission (as defined in Section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission.

In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were 3 delivered to the Company as provided in the Delaware General Corporation Law. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the Delaware General Corporate Law, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with the Delaware General Corporation Law.

1.10 Record Date for Stockholder Notice; Voting; Giving Consents. In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date:

(i) in the case of determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;

(ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board;d an

(iii) in the case of determination of stockholders for any other action, shall not be more than 60 days prior to such other action.

If no record date is fixed by the Board:

(i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and

(iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided that the Board may fix a new record date for the adjourned meeting.

1.11 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the Delaware General

4 Corporation Law.

1.12 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger of the Company shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Company shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Company’s principal place of business. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

ARTICLE II — DIRECTORS

2.1 Powers. The business and affairs of the Company shall be managed by or under the direction of the Board, except as may be otherwise provided in the Delaware General Corporation Law or the certificate of incorporation.

2.2 Number of Directors. The Board shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

2.3 Election, Qualification and Term of Office of Directors. Except as provided in Section 2.4 of these bylaws, and subject to Sections 1.2 and 1.9 of these bylaws, directors shall be elected at each annual meeting of stockholders. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

2.4 Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws:

5 (i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the Company should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided by the Delaware General Corporation Law.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of the Delaware General Corporation Law as far as applicable.

A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.5 Place of Meetings; Meetings by Telephone. The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

2.6 Conduct of Business. Meetings of the Board shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

2.7 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

2.8 Special Meetings; Notice. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or any two directors.

6 Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Company’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Company’s principal executive office) nor the purpose of the meeting.

2.9 Quorum; Voting. At all meetings of the Board, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of the directors.

2.10 Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.11 Fees and Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

2.12 Removal of Directors. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

No reduction of the authorized number of directors shall have the effect of removing any director

7 prior to the expiration of such director’s term of office.

ARTICLE III — COMMITTEES

3.1 Committees of Directors. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Company.

3.2 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

3.3 Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 2.5 (Place of Meetings; Meetings by Telephone);

(ii) Section 2.7 (Regular Meetings);

(iii) Section 2.8 (Special Meetings; Notice);

(iv) Section 2.9 (Quorum; Voting);

(v) Section 2.10 (Board Action by Written Consent Without a Meeting); and

(vi) Section 7.5 (Waiver of Notice)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii) special meetings of committees may also be called by resolution of the Board; and

(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, 8 unless otherwise provided in the certificate of incorporation or these bylaws.

3.4 Subcommittees. Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE IV — OFFICERS

4.1 Officers. The officers of the Company shall be a Chief Executive Officer, President and a Secretary. The Company may also have, at the discretion of the Board, a Chairperson of the Board, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

4.2 Appointment of Officers. The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 4.3 of these bylaws.

4.3 Subordinate Officers. The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

4.4 Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

4.5 Vacancies in Offices. Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in Section 4.3.

4.6 Representation of Shares of Other Corporations. Unless otherwise directed by the Board, the Chief Executive Officer, the President or any other person authorized by the Board or the Chief Executive Officer or President is authorized to vote, represent and exercise on behalf of the Company all rights incident yto an and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

4.7 Authority and Duties of Officers. Except as otherwise provided in these bylaws, the officers of the Company shall have such powers and duties in the management of the Company as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board. 9

ARTICLE V — INDEMNIFICATION

5.1 Indemnification of Directors and Officers in Third Party Proceedings. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the Delaware General Corporation Law, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

5.2 Indemnification of Directors and Officers in Actions by or in the Right of the Company. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the Delaware General Corporation Law, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

5.3 Successful Defense. To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 5.1 or section 5.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

5.4 Indemnification of Others. Subject to the other provisions of this Article V, the Company shall have power to indemnify its employees and agents to the extent not prohibited by the Delaware General Corporation Law or other applicable law. The Board shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

5.5 Limitation on Indemnification. Subject to the requirements in Section 5.3 and the Delaware General Corporation Law, the Company shall not be obligated to indemnify any person pursuant 10 to this Article V in connection with any Proceeding (or any part of any Proceeding):

(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(iii) for any reimbursement of the Company by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Company or its directors, officers, employees, agents or other indemnitees, unless (a) the Board authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (c) otherwise required by law; or

(v) if prohibited by applicable law.

5.6 Non-Exclusivity of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Company is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the Delaware General Corporation Law or other applicable law.

5.7 Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the Delaware General Corporation Law.

5.8 Survival. The rights to indemnification and advancement of expenses conferred by this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

5.9 Effect of Repeal or Modification. Any amendment, alteration or repeal of this Article V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission 11 occurring prior to such amendment, alteration or repeal.

5.10 Certain Definitions. For purposes of this Article V, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article V.

ARTICLE VI — STOCK

6.1 Stock Certificates; Partly Paid Shares. The shares of the Company shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Company by the Chairperson of the Board or Vice-Chairperson of the Board, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Company shall not have power to issue a certificate in bearer form.

The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2 Special Designation on Certificates. If the Company is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Company shall issue to represent such class or series of stock; provided that, except as otherwise provided by the Delaware General Corporation Law, in lieu of 12 the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock, a statement that the Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Company shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 6.2 or the Delaware General Corporation Law or with respect to this Section 6.2 a statement that the Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.3 Lost Certificates . Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time. The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4 Dividends. The Board, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the Company’s capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject to the provisions of the certificate of incorporation.

The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

6.5 Stock Transfer Agreements. The Company shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the DELAWARE GENERAL CORPORATION LAW.

6.6 Registered Stockholders. The Company:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

6.7 Transfers. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or 13 accompanied by proper evidence of succession, assignation or authority to transfer.

ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER

7.1 Notice of Stockholder Meetings. Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Company’s records. An affidavit of the Secretary or an Assistant Secretary of the Company or of the transfer agent or other agent of the Company that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2 Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the Delaware General Corporation Law, the certificate of incorporation or these bylaws, any notice to stockholders given by the Company under any provision of the Delaware General Corporation Law, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if:

(i) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent; and

(ii) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

7.3 Notice to Stockholders Sharing an Address. Except as otherwise prohibited under the

14 Delaware General Corporation Law, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Company under the provisions of the Delaware General Corporation Law, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any stockholder who fails to object in writing to the Company, within 60 days of having been given written notice by the Company of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4 Notice to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under the Delaware General Corporation Law, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Company is such as to require the filing of a certificate under the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5 Waiver of Notice. Whenever notice is required to be given under any provision of the Delaware General Corporation Law, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII — GENERAL MATTERS

8.1 Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.

8.2 Seal. The Company may adopt a corporate seal, which shall be in such form as may be approved from time to time by the Board. The Company may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

8.3 Annual Report. The Company shall cause an annual report to be sent to the stockholders of the Company to the extent required by applicable law. If and so long as there are fewer than 100 holders of record of the Company’s shares, the requirement of sending an annual report to the stockholders of the Company is expressly waived (to the extent permitted under applicable law).

8.4 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person. 15

ARTICLE IX — AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the Company may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the Board.