INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (“Agreement”), dated as of December 20, 2017, is by and between APPCOIN INNOVATIONS
INC., a Nevada corporation (the “Company”) and Bruce Elliott (the “Indemnitee”).


 


WHEREAS:


 


A.
The Indemnitee is a director and/or an officer of the Company;


 


B.
Both the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors
and officers of public companies;


 


C.
The board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company
to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the
Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and


 


D.
In recognition of the need to provide the Indemnitee with substantial protection against personal liability, in order to procure
the Indemnitee’s continued service as a director and/or officer of the Company and to enhance the Indemnitee’s ability
to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended
to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws
(collectively, the “Constituent Documents”), any change in the composition of the Board or any change in control
or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification
of, and the advancement of Expenses (as defined in Section 1(f) below) to, Indemnitee as set forth in this Agreement and to the
extent insurance is maintained for the continued coverage of Indemnitee under the Company’s directors’ and officers’
liability insurance policies.


 


NOW,
THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company,
the parties agree as follows:





 


	1.	Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
	 	 	 
	 	(a)
    	“Beneficial
    Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange
    Act of 1934, as amended (the “Exchange Act”).
	 	 	 	 
	 	(b)
    	“Change
    in Control” means the occurrence after the date of this Agreement of any of the following events:
	 	 	 	 
	 	 	(i)
    	any
    Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 20% or more of
    the Company’s then outstanding Voting Securities unless the change in relative Beneficial Ownership of the Company’s
    securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled
    to vote generally in the election of directors;


 




    	 



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	 	 	(ii)
    	the
    consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation,
    all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own,
    directly or indirectly, more than 50% of the combined voting power of the outstanding Voting Securities of the entity resulting
    from such transaction;
	 	 	 	 
	 	 	(iii)
    	during
    any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at
    the beginning of such period constituted the Board (including for this purpose any new directors whose election by the Board
    or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the
    directors then still in office who either were directors at the beginning of the period or whose election or nomination for
    election was previously so approved) cease for any reason to constitute at least a majority of the Board; or
	 	 	 	 
	 	 	(iv)
    	the
    stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale
    or disposition by the Company of all or substantially all of the Company’s assets.


 


	 	(c)
    	“Claim”
    means:
	 	 	 	 
	 	 	(i)
    	any
    threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal,
    administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; or
	 	 	 	 
	 	 	(ii)
    	any
    inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding
    or alternative dispute resolution mechanism.


 


	 	(d)
    	“Court”
    shall have the meaning ascribed to it in Section 9(e) below.
	 	 	 
	 	(e)
    	“Disinterested
    Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification
    is sought by Indemnitee.


 




    	 



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	 	(f)
    	“Expenses”
    means any and all expenses, including reasonable attorneys’ and experts’ fees, court costs, transcript costs,
    travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in
    connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend,
    be a witness or participate in, any Claim. Expenses also shall include (i) Expenses incurred in connection with any appeal
    resulting from any Claim, including without limitation the premium, security for, and other costs relating to any cost bond,
    supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 5 only, Expenses incurred by Indemnitee
    in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation
    or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or
    fines against Indemnitee.
	 	 	 
	 	(g)
    	“Expense
    Advance” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4 or Section 5
    hereof.
	 	 	 
	 	(h)
    	“Indemnifiable
    Event” means any event or occurrence, whether occurring before, on or after the date of this Agreement, related
    to the fact that Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company,
    or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of
    any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise (collectively
    with the Company, “Enterprise”) or by reason of an action or inaction by Indemnitee in any such capacity
    (whether or not serving in such capacity at the time any Loss is incurred for which indemnification can be provided under
    this Agreement).
	 	 	 
	 	(i)
    	“Independent
    Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
    presently performs, nor in the past two (2) years has performed, services for either: (i) the Company or Indemnitee (other
    than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements)
    or (ii) any other party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
    the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
    conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action
    to determine the Indemnitee’s rights under this Agreement.
	 	 	 
	 	(j)
    	“Losses”
    means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other),
    ERISA excise taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local
    or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges
    paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal),
    or preparing to defend, be a witness or participate in, any Claim.
	 	 	 
	 	(k)
    	“Person”
    means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association,
    organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange
    Act.


 




    	 



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	 	(l)
    	“Standard
    of Conduct Determination” shall have the meaning ascribed to it in Section 9(b) below.
	 	 	 
	 	(m)
    	“Voting
    Securities” means any securities of the Company that vote generally in the election of directors.


 


	2.
    	Services
    to the Company. The Indemnitee agrees to continue to serve as a director or officer of the Company for so long as the
    Indemnitee is duly elected or appointed or until the Indemnitee tenders his resignation or is no longer serving in such capacity.
    This Agreement shall not be deemed an employment agreement between the Company (or any of its subsidiaries or Enterprise)
    and the Indemnitee. The Indemnitee specifically acknowledges that his employment with or service to the Company or any of
    its subsidiaries or Enterprise, as applicable, is at will and the Indemnitee may be discharged at any time for any reason,
    with or without cause, except as may be otherwise provided in any written employment agreement between the Indemnitee and
    the Company (or any of its subsidiaries or Enterprise), other applicable formal severance policies duly adopted by the Board
    or, with respect to service as a director or officer of the Company, by the Company’s Constituent Documents or Nevada
    law. This Agreement shall continue in force after the Indemnitee has ceased to serve as a director or officer of the Company
    or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section 12 hereof.
	 	 
	3.
    	Indemnification.
    Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify the Indemnitee, to the fullest extent permitted
    by the laws of the State of Nevada in effect on the date hereof, or as such laws may from time to time hereafter be amended
    to increase the scope of such permitted indemnification, against any and all Losses if the Indemnitee was or is or becomes
    a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising
    in part out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims
    brought by third parties, and Claims in which the Indemnitee is solely a witness.
	 	 
	4.
    	Advancement
    of Expenses. The Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any
    Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably
    paid or incurred by the Indemnitee in connection with any Claim arising out of an Indemnifiable Event. The Indemnitee’s
    right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or
    effect of the foregoing, within 60 days after any request by the Indemnitee, the Company shall, in accordance with such request,
    (a) pay such Expenses on behalf of the Indemnitee, (b) advance to the Indemnitee funds in an amount sufficient to pay such
    Expenses, or (c) reimburse the Indemnitee for such Expenses. In connection with any request for Expense Advances, the Indemnitee
    shall not be required to provide any documentation or information to the extent that the provision thereof would undermine
    or otherwise jeopardize attorney-client privilege. In connection with any request for Expense Advances, the Indemnitee shall
    execute and deliver to the Company an undertaking (which shall be accepted without reference to the Indemnitee’s ability
    to repay the Expense Advances) to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses to the
    extent that it is ultimately determined, following the final disposition of such Claim, that the Indemnitee is not entitled
    to indemnification hereunder. The Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured
    and no interest shall be charged thereon.


 




    	 



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	5.
    	Indemnification
    for Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also indemnify
    against, and, if requested by the Indemnitee, shall advance to the Indemnitee subject to and in accordance with Section 4,
    any Expenses actually and reasonably paid or incurred by the Indemnitee in connection with any action or proceeding by the
    Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this
    Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Claims
    relating to Indemnifiable Events, and/or (b) recovery under any directors’ and officers’ liability insurance policies
    maintained by the Company. However, in the event that the Indemnitee is ultimately determined not to be entitled to such indemnification
    or insurance recovery, as the case may be, then all amounts advanced under this Section 5 shall be repaid. The Indemnitee
    shall be required to reimburse the Company in the event that a final judicial determination is made that such action brought
    by the Indemnitee was frivolous or not made in good faith.
	 	 
	6.
    	Partial
    Indemnity. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a
    portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company
    shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.
	 	 
	7.	Notification
and Defense of Claims.


 


	 	(a)
    	Notification
    of Claims. The Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to
    an Indemnifiable Event or for which the Indemnitee could seek Expense Advances, including a brief description (based upon
    information then available to the Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by the Indemnitee
    to timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless the Company’s
    ability to participate in the defense of such claim was materially and adversely affected by such failure/except that the
    Company shall not be liable to indemnify the Indemnitee under this Agreement with respect to any judicial award in a Claim
    related to an Indemnifiable Event if the Company was not given a reasonable and timely opportunity to participate at its expense
    in the defense of such action. If at the time of the receipt of such notice, the Company has directors’ and officers’
    liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, the
    Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable
    policies. The Company shall provide to the Indemnitee a copy of such notice delivered to the applicable insurers, and copies
    of all subsequent correspondence between the Company and such insurers regarding the Claim, in each case substantially concurrently
    with the delivery or receipt thereof by the Company.


 




    	 



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	 	(b)
    	Defense
    of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event
    at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense
    thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election
    to assume the defense of any such Claim, the Company shall not be liable to the Indemnitee under this Agreement or otherwise
    for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of such
    Claim other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to
    employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company
    of its assumption of the defense shall be at the Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s
    employment of its own legal counsel has been authorized by the Company, (ii) the Indemnitee has reasonably determined that
    there may be a conflict of interest between the Indemnitee and the Company in the defense of such Claim, (iii) after a Change
    in Control, the Indemnitee’s employment of its own counsel has been approved by the Independent Counsel or (iv) the
    Company shall not in fact have employed counsel to assume the defense of such Claim, then the Indemnitee shall be entitled
    to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such
    Claim) and all Expenses related to such separate counsel shall be borne by the Company.


 


	8.
    	Procedure
    upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, the Indemnitee shall
    submit to the Company a written request therefor, including in such request such documentation and information as is reasonably
    available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled
    to indemnification following the final disposition of the Claim, provided that documentation and information need not be so
    provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification
    shall be made insofar as the Company determines the Indemnitee is entitled to indemnification in accordance with Section 9
    below.
	 	 
	9.
    	Determination
    of Right to Indemnification.


 


	 	(a)
    	Mandatory
    Indemnification; Indemnification as a Witness.
	 	 	 	 
	 	 	(i)
    	To
    the extent that the Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an
    Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal
    without prejudice, the Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section
    3 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 9(b)) shall be required.
	 	 	 	 
	 	 	(ii)
    	To
    the extent that the Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and
    serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith
    to the fullest extent allowable by law and no Standard of Conduct Determination (as defined in Section 9(b)) shall be required.
	 	 	 	 
	 	(b)
    	Standard
    of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable
    Event that shall have been finally disposed of, any determination of whether the Indemnitee has satisfied any applicable standard
    of conduct under Nevada law that is a legally required condition to indemnification of the Indemnitee hereunder against Losses
    relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of
    Conduct Determination”) shall be made as follows:
	 	 	 	 
	 	 	(i)
    	if
    no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the
    Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though
    less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed
    to the Board, a copy of which shall be delivered to the Indemnitee; and
	 	 	 	 
	 	 	(ii)
    	if
    a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested
    Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed
    to the Board, a copy of which shall be delivered to the Indemnitee.


 


The
Company shall indemnify and hold harmless the Indemnitee against and, if requested by the Indemnitee, shall reimburse the Indemnitee
for, or advance to the Indemnitee, within 60 days of such request, any and all Expenses incurred by the Indemnitee in cooperating
with the person or persons making such Standard of Conduct Determination.


 


	 	(c)
    	Making
    the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct
    Determination required under Section 9(b) to be made as promptly as practicable. If the person or persons designated to make
    the Standard of Conduct Determination under Section 9(b) shall not have made a determination within 30 days after the later
    of (A) receipt by the Company of a written request from the Indemnitee for indemnification pursuant to Section 8 (the date
    of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such
    determination is to be made by Independent Counsel, then the Indemnitee shall be deemed to have satisfied the applicable standard
    of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if
    the person or persons making such determination in good faith requires such additional time to obtain or evaluate information
    relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of the Indemnitee
    to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.


 




    	 



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	 	(d)
    	Payment
    of Indemnification. If, in regard to any Losses:


 


	 	(i)	 the
    Indemnitee shall be entitled to indemnification pursuant to Section 9(a);
	 	 	 
	 	(ii)
    	no
    Standard Conduct Determination is legally required as a condition to indemnification of the Indemnitee hereunder; or
	 	 	 
	 	(iii)
    	the
    Indemnitee has been determined or deemed pursuant to Section 9(b) or Section 9(c) to have satisfied the Standard of Conduct
    Determination,


 


then
the Company shall pay to the Indemnitee, within ten days after the later of (A) the Notification Date or (B) the earliest date
on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.


 


	 	(e)
    	Selection
    of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by
    Independent Counsel pursuant to Section 9(b)(i), the Independent Counsel shall be selected by the Board of Directors, and
    the Company shall give written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected.
    If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9(b)(ii), the Independent
    Counsel shall be selected by the Indemnitee, and the Indemnitee shall give written notice to the Company advising it of the
    identity of the Independent Counsel so selected. In either case, the Indemnitee or the Company, as applicable, may, within
    five days after receiving written notice of selection from the other, deliver to the other a written objection to such selection;
    provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not
    satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(i), and the objection
    shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or
    firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated,
    (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn
    or a court has determined that such objection is without merit; and (ii) the non-objecting party may, at its option, select
    an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of
    the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences,
    the introductory clause of this sentence and numbered clause (i) of this sentence shall apply to such subsequent selection
    and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative
    selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 9(e) to make the Standard
    of Conduct Determination shall have been selected within 20 days after the Company gives its initial notice pursuant to the
    first sentence of this Section 9(e) or the Indemnitee gives its initial notice pursuant to the second sentence of this Section
    9(e), as the case may be, either the Company or the Indemnitee may petition a court in Nevada (the “Court”)
    to resolve any objection which shall have been made by the Company or the Indemnitee to the other’s selection of Independent
    Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as the Court shall
    designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will
    act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent
    Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 9(b).


 




    	 



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	 	(f)
    	Presumptions
    and Defenses.


 


	 	(i)
    	Indemnitee’s
    Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making such determination
    shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and
    the Company shall have the burden of proof to overcome that presumption and establish that the Indemnitee is not so entitled.
    Any Standard of Conduct Determination that is adverse to the Indemnitee may be challenged by the Indemnitee in the Court.
    No determination by the Company (including by its directors or any Independent Counsel) that the Indemnitee has not satisfied
    any applicable standard of conduct may be used as a defense to any legal proceedings brought by the Indemnitee to secure indemnification
    or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that the Indemnitee has not
    met any applicable standard of conduct.
	 	 	 
	 	(ii)
    	Reliance
    as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the
    following circumstances do not exist, the Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably
    believed to be in or not opposed to the best interests of the Company if the Indemnitee’s actions or omissions to act
    are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information,
    opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries
    in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants
    and financial advisors) as to matters the Indemnitee reasonably believes are within such other Person’s professional
    or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge
    and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to the
    Indemnitee for purposes of determining the right to indemnity hereunder.


 




    	 



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	 	(iii)
    	No
    Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether
    with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption
    that the Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification
    hereunder is otherwise not permitted.
	 	 	 
	 	(iv)
    	Defense
    to Indemnification and Burden of Proof. It shall be a defense to any action brought by the Indemnitee against the Company
    to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim
    related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for
    the Company to indemnify the Indemnitee for the amount claimed. In connection with any such action or any related Standard
    of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard
    of conduct shall be on the Company.
	 	 	 
	 	(v)
    	Resolution
    of Claims. The Company acknowledges that a settlement or other disposition short of final judgment may be successful on
    the merits or otherwise for purposes of Section 9(a)(i) if it permits a party to avoid expense, delay, distraction, disruption
    and uncertainty. In the event that any Claim relating to an Indemnifiable Event to which the Indemnitee is a party is resolved
    in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action,
    claim or proceeding with our without payment of money or other consideration) it shall be presumed that the Indemnitee has
    been successful on the merits or otherwise for purposes of Section 9(a)(i). The Company shall have the burden of proof to
    overcome this presumption.


 


	10.
    	Exclusions
    from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:


 


	 	(a)
    	indemnify
    or advance funds to the Indemnitee for Expenses or Losses with respect to proceedings initiated by the Indemnitee, including
    any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense,
    except:
	 	 	 	 
	 	 	(i)
    	proceedings
    referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made
    by the Indemnitee in such proceeding was not made in good faith or was frivolous); or


 




    	 



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	 	 	(ii)
    	where
    the Company has joined in or the Board has consented to the initiation of such proceedings;
	 	 	 	 
	 	(b)	 indemnify
    the Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited
    by applicable law;
	 	 	 
	 	(c)
    	indemnify
    the Indemnitee for the disgorgement of profits arising from the purchase or sale by the Indemnitee of securities of the Company
    in violation of Section 16(b) of the Exchange Act, or any similar successor statute; and
	 	 	 
	 	(d)
    	indemnify
    or advance funds to the Indemnitee for the Indemnitee’s reimbursement to the Company of any bonus or other incentive-based
    or equity-based compensation previously received by the Indemnitee or payment of any profits realized by the Indemnitee from
    the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements
    under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or
    the payment to the Company of profits arising from the purchase or sale by the Indemnitee of securities in violation of Section
    306 of the Sarbanes-Oxley Act).


 


	11.	Settlement
    of Claims. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of
    any threatened or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent,
    which shall not be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be
    liable for indemnification of the Indemnitee for amounts paid in settlement if an Independent Counsel has approved the settlement.
    The Company shall not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the
    Indemnitee without the Indemnitee’s prior written consent.
	 	 
	12.
    	Duration.
    All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director
    or officer of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or
    agent of another Enterprise) and shall continue thereafter (i) so long as the Indemnitee may be subject to any possible Claim
    relating to an Indemnifiable Event (including any rights of appeal thereto) and (ii) throughout the pendency of any proceeding
    (including any rights of appeal thereto) commenced by the Indemnitee to enforce or interpret his or her rights under this
    Agreement, even if, in either case, he or she may have ceased to serve in such capacity at the time of any such Claim or proceeding.


 




    	 



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	13.	Non-Exclusivity.
The rights of the Indemnitee hereunder will be in addition to any other rights the Indemnitee may have under the Constituent Documents,
the general corporate law of the State of Nevada, any other contract or otherwise (collectively, “Other Indemnity Provisions”);
provided, however, that (a) to the extent that the Indemnitee otherwise would have any greater right to indemnification under
any Other Indemnity Provision, the Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any
change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this
Agreement as of the date hereof, the Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt
any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber the Indemnitee’s
right to indemnification under this Agreement or any Other Indemnity Provision.
	 	 
	14.
    	Liability
    Insurance. For the duration of the Indemnitee’s service as a director and/or officer of the Company, and thereafter
    for so long as the Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall
    use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof)
    to continue to maintain in effect policies of directors’ and officers’ liability insurance providing coverage
    that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of
    directors’ and officers’ liability insurance. In all policies of directors’ and officers’ liability
    insurance maintained by the Company, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee
    the same rights and benefits as are provided to the most favorably insured of the Company’s directors, if the Indemnitee
    is a director, or of the Company’s officers, if the Indemnitee is an officer (and not a director) by such policy. Upon
    request, the Company will provide to the Indemnitee copies of all directors’ and officers’ liability insurance
    applications, binders, policies, declarations, endorsements and other related materials.
	 	 
	15.
    	No
    Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to the Indemnitee in
    respect of any Losses to the extent the Indemnitee has otherwise received payment under any insurance policy, the Constituent
    Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.
	 	 
	16.
    	Subrogation.
    In the event of payment to the Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment
    to all of the rights of recovery of the Indemnitee. The Indemnitee shall execute all papers required and shall do everything
    that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively
    to bring suit to enforce such rights.
	 	 
	17.
    	Amendments.
    No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties
    hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the
    party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions
    hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein,
    no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.


 




    	 



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	18.
    	Binding
    Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and
    their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to
    all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives.
    The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
    to all, substantially all or a substantial part of the business and/or assets of the Company, by written agreement in form
    and substances satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner
    and to the same extent that the Company would be required to perform if no such succession had taken place.
	 	 
	19.
    	Severability.
    The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion
    thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining
    provisions shall remain enforceable to the fullest extent permitted by law. 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.
	 	 
	20.	Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
if delivered by hand, against receipt, or mailed, by postage prepaid, certified or registered mail:


 


	 	(a)
    	if
    to the Indemnitee, to the address set forth on the signature page hereto.
	 	 	 
	 	(b)
    	if
    to the Company, to:


 


AppCoin
Innovations Inc.

561 Indiana Court

Venice Beach, CA 90291



Attention: Michael Blum

Email: Michael.blum@appcoininnovations.com


 


Notice
of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section
shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.


 


	21.
    	Governing
    Law and Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
    of Nevada applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts
    of laws.
	 	 
	22.
    	Headings.
    The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
    constitute part of this Agreement or to affect the construction or interpretation thereof.
	 	 
	23.
    	Counterparts.
    This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original,
    but all of which together shall constitute one and the same Agreement.


 




    	 



    	-13-



    




 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


APPCOIN
INNOVATIONS INC.





	Per:	/s/Michael
    Blum	 
	Name:	Michael
    Blum	 
	Title:
    	CFO	 


 


INDEMNITEE


 


	 	/s/
    Bruce Elliott	 
	Name:
    	Bruce
    Elliott	 
	 	 	 
	Address:
    	6
    Kermode Road	 
	 	Crosby,
    Isle of Man 1M4 4BZ