Corporate
Advisory Services Agreement


 


Corporate
Advisory
Services Agreement (this
“Agreement”), made as of
November 16, 2015


,between
SocialPlay USA, Inc.
( The corporation)
having its principal
place of business
located at 2532
Open
Range
Dr.
Fort
Worth,
Tx.
76177 
and
Ten West Holding Inc. 
a private  consultant,
whose principal place
of business is
located at 1900
Purdy Ave. #1705
Miami Beach Fl
33139


 


Whereas,
the Corporation
wishes to assure
itself of the
services of the
Consultant for the
period provided in
this Agreement, and
the Consultant is
willing to provide
his services to
the Corporation for
said period under
the terms and
conditions hereinafter provided:


 


Now,
therefore, in consideration
of the premises
and of the
mutual promises and
covenants herein contained, the
parties hereto agree
as follows:


 


1.             Engagement.
The Corporation agrees
to and does
hereby engage the
Consultant, and the
Consultant agrees to
and does hereby
accept engagement by
the Corporation. The
term of this
Agreement shall be
for three (3)
months commencing on
the date hereof.
The period during which
Consultant shall serve
in such capacity
(including the initial
term and any
renewals thereof) shall be
deemed the “Engagement
Period” and shall hereinafter
be referred to
as such.


 


		2.	Services.



 


2.1             
The Consultant shall
render to the
Corporation the
services described below,
with respect to
which the Consultant
shall apply his
best efforts and
devote such time
as shall be reasonably
necessary to perform
his duties hereunder
and advance the
interests of the Corporation.
The Consultant shall
report directly to
the Chief Executive
Officer of the
Corporation and
to such persons
as the Chief
Executive Officer shall
direct.


 


2.2             
The services to
be rendered by
the Consultant to
the Corporation
shall consist of
[(a) developing an
in-depth familiarization with
the Corporation’s
business objectives and
bring to its
attention potential or
actual opportunities which
meet those objectives
or logical extensions thereof; (b)
advising the Corporation
with respect to its
corporate development including
such factors as
position in competitive
environment, financial performances
vs. competition, strategies, operational
viability, etc.; (c)
identifying prospective suitable
acquisitions for the Corporation,
performing appropriate diligence investigations
with respect thereto, advising the Corporation
with respect to the desirability
of pursuing such prospects,
and assisting the Corporation
in any negotiations which may ensue therefrom; and (d) introducing the Corporation
to some of its contacts which may have an interest in investing in the Corporation
or any of its potential projects.]


 


2.3             
The services to
be rendered by
the Consultant to
the Corporation
shall under no
circumstances include (a)
any activities which
could be deemed
by the Securities
and Exchange Commission (“SEC”)
to constitute investment
banking or any
other activities requiring
the Consultant to register
as a broker-dealer
under the Securities
Exchange Act of
1934; (b) any activities
which could be
deemed by the
SEC to be
in connection with
the offer or
sale of securities; or
(c) any activities
which directly or
indirectly promote or
maintain a market
for the Corporation’s




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securities.


 


		3.	Compensation.



 


3.1             
For the services
and duties to
be rendered and
performed by the
Consultant during the Engagement
Period and in
consideration of the
Consultant’s having entered
into this Agreement, the
Corporation shall
issue to the
Consultant on the
first day of
the Engagement Period
fifty thousand (50,000)
shares of restricted
common stock of
the Corporation
(the “Shares”), and
a fee of
$10,000 per month
payable on the
16th of
each month.


 


3.2             
The Consultant acknowledges
his understanding that
the issuance of
the Shares is intended
to be exempt
from registration under
the Securities Act
of 1933, as
amended (the “Securities Act”).
In furtherance thereof,
the Consultant hereby
represents and warrants
to the Corporation
that he is
an “accredited investor”
as that term
is defined in
Rule 501 of
the General Rules
and Regulations under
the Securities Act
by reason of
Rule 501(a)(3). The
Consultant is acquiring the
Shares for his
own account as
principal, not as a
nominee or agent,
for investment purposes only,
and not with
a view to,
or for, resale,
distribution or fractionalization
thereof in whole or
in part and
no other person
has a direct
or indirect beneficial
interest in such
Shares or any portion thereof.
The Consultant has the financial ability
to bear the economic risk of his investment,
has adequate means for providing for his current needs and personal contingencies and has
no need for liquidity
with respect to his
investment in the Corporation.
The Consultant has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of the prospective investment in the Shares. The Consultant has been provided
an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering
of the Shares, the Corporation and all other information to the extent the Corporation
possesses such information or can acquire it without unreasonable effort or expense.


 


3.3             
The Consultant understands
that any Shares
he receives will
not be registered under
the Securities Act
or the securities
laws of any
state thereof, nor
is such registration contemplated.
The Consultant understands
and agrees further
that the Shares
must be held and
may not be
transferred until and
unless the Shares
are registered under
the Securities Act and
the securities laws
of any other
jurisdiction or an
exemption from registration
under the Securities Act
and any applicable
laws is available.
The Consultant understands
that legends stating that
the Shares have
not been registered
under the Securities
Act and the
securities laws of any
other jurisdiction and
setting out or
referring to the
restrictions on the
transferability and resale of
the Shares will
be placed on
all documents evidencing
the Shares.


 





4.             Trade
Secrets. Consultant agrees that any
trade secrets, material
non-public information or any other
like information of
value relating to
the business of
the Corporation or
any of its
affiliates, including but
not limited to,
information relating to
pricing, potential transactions, processes,
systems, methods, formulae,
patents, patent application,
research activities and plans,
contracts, names of
potential sellers and
brokers, which she
has acquired during
her engagement by the
Corporation or any
of its affiliates
or which she
may hereafter acquire during
the Engagement Period
as the result
of any disclosures
to him, or
in any other
way, shall be regarded as held by
the Consultant in a fiduciary capacity solely for the benefit of the Corporation,




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its
successors or assigns,
and shall not
at any time,
either during the
term of this
Agreement or thereafter, be
disclosed, divulged, furnished,
or made accessible
by the Consultant
to anyone, or be
otherwise used by
her except in
the course of
business of the
Corporation or
its affiliates. The
covenants set forth
herein shall survive
the expiration of
the Engagement Period
and termination of this
Agreement and shall
remain in full
force and effect
regardless of the
cause of such termination.


 


		5.	General
                                         Provisions.



 


5.1                   
Consultant is and
shall at all
times be an
independent contractor with
respect to the services
that it is
rendering to Corporation
pursuant to this
Agreement and Consultant
shall at no times
be an affiliate,
employee, agent, partner
or representative of
Corporation and
Consultant shall not
take any action
nor in any
way hold itself
out as such.
At no time
shall Consultant have any
authority or power
to bind the
Corporation or
to act on
behalf of the
Corporation in any
manner, including without limitation,
making any direct or indirect
representation or covenant by the Corporation to any third party.


 


5.2                   
This Agreement shall
be governed by,
and construed in
accordance with, the internal
laws of the
State of [florida],
without reference to
the choice of
law principles thereof.


 


5.3                   
Whenever possible, each
provision of this
Agreement shall be
interpreted in such manner
as to be
effective and valid
under applicable law,
but if any
provision is unenforceable or
invalid under such
law, such provision
shall be ineffective
only to the
extent of such unenforceability
or invalidity, and
the remainder of
such provision and
the balance of
this Agreement shall in
such event continue
to be binding
and in full
force and effect.


 


5.4                   
This Agreement shall
not be assigned
or delegated, by
operation of law
or otherwise, by either
party hereto without
the other party's
prior written consent,
and any such assignment
or attempted assignment
shall be void,
of no force
or effect, and
shall constitute a material
default by such
party.




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IN
WITNESS WHEREOF, the
parties hereto have
executed the above
Agreement as of
the day and year
first above written: 


 


	The corporation:

                             

                            By: /s/ Chitan Mistry

                            Name: Chitan Mistry

                            Title: CEO

                             

                            Consultant

                             

                            By: /s/ Marc Sitzer

                            Name: Marc Sitzer

                            Ten West Holdings, Inc.

                            Title: Pres.

                            




 









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