EXHIBIT
10.2


 


Dated
30.6.2016


 


X-Solution
Srl


 


and


 


Xtribe
PLC


 


AGENCY
AGREEMENT


 




    	 	 	 



    	 



    

 


THIS
AGREEMENT is made the 30th of June 2016 BETWEEN:


 


	I)	X-Solution
    Srl, a company incorporated under the Laws of Italy whose registered office is at Via Divisione Folgore 5/b, 36100 Vicenza,
    Italy (“the Agent”)
	 	 
	II)	Xtribe
    PLC a company incorporated under the laws of the England and Wales whose registered office is at Victory House, 1st floor,
    99-101 Regent Street, London, W1B 4EZ United Kingdom (“the Principal”)


 


WHEREAS:


 


	(A)	The
    Principal carries on or intends to carry on the Business short particulars of which are set out in Part I of the Schedule
    hereto (“the Business”).
	 	 
	(B)	The
    Principal wishes to appoint the Agent as its Agent to carry on and conduct the business on its behalf and in the name of the
    Agent and the Agent has agreed to accept such appointment.


 


NOW
IT IS HEREBY AGREED as follows:


 


	 	1	APPOINTMENT
    AND TERRITORY .
	 	 	 
	 	 	The
    Principal hereby appoints the Agent (and the Agent hereby accepts such appointment) as the Principal’s Agent to carry
    on and conduct the Business as exclusive agent for and on behalf of the Principal and for the Principal’s account in
    the territory of Italy.
	 	 	 
	 	2.	DURATION
    OF APPOINTMENT
	 	 	 
	 	 	Such
    appointment shall take effect from January 1, 2016 and shall continue until either party shall terminate the same not less
    than 30 days notice in writing to the other to that effect.
	 	 	 
	 	3.	DUTIES
    OF AGENT AND OF THE PRINCIPAL
	 	 	 
	 	 	As
    agent of the Principal, the Agent shall perform and do such transactions, dealings acts and things as may be necessary or
    expedient for carrying on the Business to the best account and without prejudice to the generality of the foregoing the Agent
    shall in particular:
	 	 	 
	 	 	Engage
    and employ such staff and personnel as may in its opinion be appropriate for the proper conduct of the Business; Place orders
    with, enter into commitments obligations and liabilities of any description with and to third parties for or in the course
    of the operation of the Business, purchase, sell and turn to account all assets, materials and goods used therein (with power
    to appoint sub-agents for all or any of the above purposes), purchase, sell, construct, install or dispose of all plant and
    equipment and effects used in connection with the Business or ancillary or incidental thereto and procure services for the
    purpose of the Business;
	 	 	 
	 	 	Open
    and maintain in its own name such banking account or accounts as the Principal shall agree and credit thereto all moneys received
    by it in connection with the Business or which may be paid by the Principal for the purposes of the Business and debit thereto
    all expenses incurred in connection with the Business and any sums which the Principal may from time to time require to be
    paid to it out of such account or accounts by the Agent; hold any assets of the Business in the name of the Agent as agent
    and nominee for the principal.


 




    	 	 	 



    	 



    

 


	 	 	The
    principal shall provide all necessary information with regards to the XTribe Application and its marketing strategies to the
    Agent in order for the Agent to develop a marketing strategy for the territory of Italy. Moreover, the principal shall not
    engage in any direct sales or appoint any other agent for the territory of Italy.
	 	 	 
	 	4.	DELEGATION
	 	 	 
	 	 	The
    Agent may delegate any duties or obligation arising under this Agreement with the prior written consent of the Principal.
	 	 	 
	 	5.	UNDISCLOSED
    AGENCY
	 	 	 
	 	 	The
    Agent shall carry on and conduct the Business in its own name and shall not without the prior written consent of the Principal
    or required by a disclose to any person, firm or company that is carrying on and conducting the Business the Agent is acting
    as agent for and on behalf of the Principal.
	 	 	 
	 	6.	REMUNERATION
	 	 	 
	 	 	Without
    prejudice to Clause 7 herein the Principal agrees to pay to the Agent in consideration of the Agent’s services under
    this agreement fees calculated in the manner specified in Part II of the Schedule hereto such fees to be payable at the time
    or times so specified. Such fees shall be exclusive of any value added tax or other turnover tax due in respect of the Agent’s
    services under this Agreement and the Agent shall be entitled to retain out of sums held by the Agent for the account of the
    Principal the fees payable under this Clause together with any such value added tax or other turnover tax as and when the
    same fall due.
	 	 	 
	 	7.	AGENT
    TO ACCOUNT
	 	 	 
	 	 	The
    Agent will hold to the order and account of the Principal all goods, moneys and other property of whatever nature which shall
    come into its possession or which it may receive in carrying the Business pursuant to this Agreement with full power and authority
    to deal with and dispose of the same in any manner and for any purpose connected with the Business subject to any directions
    which it may receive from the Principal from time to time to the intent that the beneficial ownership of all such goods moneys
    and property shall at all times be vested to the Principal and not to the Agent.
	 	 	 
	 	8.	INDEMNITY
	 	 	 
	 	 	The
    Agent shall discharge and meet all the liabilities and obligation arising from the conduct of the Business and the Principal
    shall hold the Agent fully indemnified against all liabilities, claims, obligations, costs and expenses of any description
    which the Agent may incur in the performance of the Agent’s duties under this Agreement to the intent that the Principal
    and not the Agent shall bear and incur any liabilities and losses of the Business.
	 	 	 
	 	9.	DIRECTIONS
	 	 	 
	 	 	The
    Agent shall observe and abide by any directions which may be made to it by the Principal in relation to the Business or the
    manner in which it is to conduct its activities as agent of the Principal under this Agreement.
	 	 	 
	 	10.	NO
    PARTNERSHIP
	 	 	 
	 	 	The
    parties to this Agreement are not partners or joint venture nor is the Agent able to act as the Agent of the Principal save
    as authorised by this Agreement.


 




    	 	 	 



    	 



    

 


	 	11.	NOTICE
	 	 	 
	 	 	Any
    notice to be given by either party to the other for the purpose of this Agreement shall be given in writing, addressed to
    the other party at its address specified in this Agreement or such other address as may from time to time be notified by the
    recipient for this purpose and may be served personally or sent by prepaid letter post. Any notice sent by post shall be deemed
    to have been given the day following the date of posting and in proving service it shall be sufficient to show that a letter
    containing the notice was properly addressed and posted.
	 	 	 
	 	12.	ASSIGNMENT
	 	 	 
	 	 	This
    agreement shall be assignable by either party only with the prior written consent of the other party to this Agreement.
	 	 	 
	 	13.	PROPER
    LAW
	 	 	 
	 	 	This
    Agreement shall be governed by and construed in accordance with English law and the patties hereto submit to the non-exclusive
    jurisdiction of the English courts for the purpose of enforcing any claim arising hereunder.



 


	As
    WITNESS the hands of the duly authorized representative of the parties hereto the day and year first before written.


 


SIGNED
BY:


 


	/s/	 
	for
    and on behalf of XSolution Srl	 


 


SIGNED
BY:


 


	/s/	 
	for
    and on behalf of Xtribe PLC	 


 




    	 	 	 



    	 



    




 





THE
SCHEDULE


 


Part
I


 


Description
of the Business


 


Xtribe
is a free application which geolocates products and services offered by private individuals and businesses in the vicinity of
the user.


 


Part
II


 


Remuneration
of Agent


 


COMMISSIONS


Rate
of Remuneration:5% of all sales introduced to the Principal


When
Due:quarterly in arrears


 


START-UP
FEES


One-off
contribution towards the development costs of the Xtribe Application:


55%
of the development costs as of 30.06.2016


When
Due:payable by 31.12.2016