RELEASE
AGREEMENT


 


Dated
as of December 26, 2017


 


This
Release Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”),
is entered into by and between Eight Dragons Company, a Nevada corporation (the “Company”), Una Taylor, the Chief
Executive Officer of the Company (“Taylor”), and Rokk3r Labs LLC, a Florida limited liability company (“Rokk3r”).
Each of the Company, Taylor and Rokk3r may be referred to herein, individually, as a “Party” or, collectively, as
the “Parties.”


 


WHEREAS,
the Parties are parties to that certain Restructuring Agreement, dated as of December 26, 2017 (the “Restructuring Agreement”),
and the entering into of this Agreement at the Closing (as defined in the Restructuring Agreement) is required by the Restructuring
Agreement;


 


NOW,
THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:


 


Section
1. Representations and Warranties. Each of the Parties, solely for itself or herself (on a several and not joint basis),
represents and warrants to the other Parties as set forth below.


 


(a)
Organization and Standing. Such Party is an individual or is an entity duly company organized, validly existing, and in
good standing under the laws of the State of its organization and has all requisite power and authority to own its properties
and conduct its business as it is now being conducted. The nature of the business and the character of the properties such Party
owns or leases do not make licensing or qualification of such Party as a foreign entity necessary under the laws of any other
jurisdiction, except to the extent such licensing or qualification have already been obtained.


 


(b)
Due Authority; No Violation. Such Party has all requisite rights and authority or the capacity to execute, deliver and
perform its or his obligations under this Agreement and each of the Ancillary Documents to which it is a party. The execution
and delivery of this Agreement and each of the Ancillary Documents to which it is a party, as well as the consummation of the
transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of such
Party, and no other proceedings on the part of such Party are necessary to authorize the execution, delivery and performance of
this Agreement, each of the Ancillary Documents to which it is a party or the transactions contemplated hereby or thereby on the
part of such Party. The execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it
or he is a party will not (x) violate, conflict with, or result in the breach, acceleration, default or termination of, or otherwise
give any other contracting party the right to terminate, accelerate, modify or cancel any of the terms, provisions, or conditions
of any material agreement or instrument to which such Party is a party or by which it or its assets may be bound or (y) constitute
a violation of any material applicable law, rule or regulation, or of any judgment, order, injunctive award or decree of any Governmental
Authority applicable to such Party or (z) conflict with, result in the breach or termination of any provision of, or constitute
a default under (in each case whether with or without the giving of notice or the lapse of time, or both) the Party’s organizational
or operating documents, or any order, judgment, arbitration award, or decree to which such Party is a party or by which it or
any of its assets or properties are bound.


 


(c)
Approvals. No approval, authority, or consent of or filing by such Party with, or notification to, any Governmental Authority,
is necessary to authorize the execution and delivery of this Agreement or any of the Ancillary Documents or the consummation of
the Contemplated Transactions.


 


(d)
Enforceability. This Agreement has been, and each of the Ancillary Documents to which it is a party will be, duly executed
and delivered by such and, assuming that this Agreement and each of the Ancillary Documents to which it is a party constitutes
the legal, valid and binding obligation of each of the other Parties thereto, constitutes the legal, valid, and binding obligation
of such Party, enforceable against such Party in accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws
of general application affecting enforcement of creditors’ rights generally.


 




    	 



    	 



    

 


Section
2. Release of Claims.


 


(a)
Company Release. Effective as of the Effective Date, the Company, for itself and its Affiliates (as defined below), and
each of their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and
all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively,
the “Company Parties”) hereby irrevocably, unconditionally and forever release, discharge and remise Taylor and Rokk3r
and each of their respective Affiliates (whether an Affiliate as of the Effective Date or later), and their respective predecessors,
successors, assigns, heirs, representatives, and agents and for all related parties and all persons acting by, through, under
or in concert with any of them in both their official and personal capacities (collectively, the “Rokk3r/Taylor Parties”),
from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,
damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Company Party may
have now or may have in the future, against any of the Rokk3r/Taylor Parties to the extent that those claims arose, may have arisen,
or are based on events which occurred at any point in the past up to and including the Effective Date, other than any claims arising
from the Restructuring Agreement or the transactions contemplated therein (collectively, the “Company Released Claims”).
The Company represents and warrants that no Company Released Claim released herein has been assigned, expressly, impliedly, or
by operation of law, and that all Company Released Claims released herein are owned by the Company, which has the respective sole
authority to release them. The Company agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting
any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Company Released Claim which is
released and discharged herein. For purposes hereof, an “Affiliate” of a Party shall be any Party that controls, is
controlled by, or is under common control with, the subject Party.


 


(b)
Taylor Release. Effective as of the Effective Date, Taylor, for herself and her Affiliates, and each of their respective
predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and all persons acting by,
through, under or in concert with any of them in both their official and personal capacities (collectively, the “Taylor
Parties”) hereby irrevocably, unconditionally and forever release, discharge and remise the Company and Rokk3r and each
of their respective Affiliates (whether an Affiliate as of the Effective Date or later), and their respective predecessors, successors,
assigns, heirs, representatives, and agents and for all related parties and all persons acting by, through, under or in concert
with any of them in both their official and personal capacities (collectively, the “Company/Rokk3r Parties”), from
all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Taylor Party may have now
or may have in the future, against any of the Company/Rokk3r Parties to the extent that those claims arose, may have arisen, or
are based on events which occurred at any point in the past up to and including the Effective Date, other than any claims arising
from the Restructuring Agreement or the transactions contemplated therein (collectively, the “Company Released Claims”).
Taylor represents and warrants that no Taylor Released Claim released herein has been assigned, expressly, impliedly, or by operation
of law, and that all Taylor Released Claims released herein are owned by Taylor, who has the respective sole authority to release
them. Taylor agrees that she shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action
or proceeding, judicial, administrative or otherwise collect or enforce any Taylor Released Claim which is released and discharged
herein.


 




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(c)
Rokk3r Release. Effective as of the Effective Date, Rokk3r, for itself and its Affiliates, and each of their respective
predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and all persons acting by,
through, under or in concert with any of them in both their official and personal capacities (collectively, the “Rokk3r
Parties”) hereby irrevocably, unconditionally and forever release, discharge and remise the Company and Taylor and each
of their respective Affiliates (whether an Affiliate as of the Effective Date or later), and their respective predecessors, successors,
assigns, heirs, representatives, and agents and for all related parties and all persons acting by, through, under or in concert
with any of them in both their official and personal capacities (collectively, the “Company/Taylor Parties”), from
all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Rokk3r Party may have now
or may have in the future, against any of the Company/Taylor Parties to the extent that those claims arose, may have arisen, or
are based on events which occurred at any point in the past up to and including the Effective Date, other than any claims arising
from the Restructuring Agreement or the transactions contemplated therein (collectively, the “Rokk3r Released Claims”).
Rokk3r represents and warrants that no Rokk3r Released Claim released herein has been assigned, expressly, impliedly, or by operation
of law, and that all Rokk3r Released Claims released herein are owned by Rokk3r, which has the respective sole authority to release
them. Rokk3r agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action
or proceeding, judicial, administrative or otherwise collect or enforce any Rokk3r Released Claim which is released and discharged
herein.


 


Section
3. Covenant Not to File a Claim and Indemnification.


 


(a)
Company. Each of the Company Parties agrees not to file for themselves or on behalf of any other parties, any claim, charge,
complaint, action, or cause of action against any Rokk3r/Taylor Party related to the Company Released Claims, and further agrees
to indemnify and save harmless such Rokk3r/Taylor Parties from and against any and all losses, including, without limitation,
the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made
or brought by any such Company Party against any Rokk3r/Taylor Party in violation of the terms and conditions of this Agreement.
In the event that any Company Party brings a suit against any Rokk3r/Taylor Party in violation of this covenant, the Company agrees
to pay any and all costs of the Rokk3r/Taylor Parties, including attorneys’ fees, incurred by such Rokk3r/Taylor Parties
in challenging such action. Any Rokk3r/Taylor Party is an intended third-party beneficiary of this Agreement.


 


(b)
Taylor. Each of the Taylor Parties agrees not to file for themselves or on behalf of any other parties, any claim, charge,
complaint, action, or cause of action against any Company/Rokk3r Party related to the Taylor Released Claims, and further agrees
to indemnify and save harmless such Company/Rokk3r Parties from and against any and all losses, including, without limitation,
the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made
or brought by any such Taylor Party against any Company/Rokk3r Party in violation of the terms and conditions of this Agreement.
In the event that any Taylor Party brings a suit against any Company/Rokk3r Party in violation of this covenant, Taylor agrees
to pay any and all costs of the Company/Rokk3r Parties, including attorneys’ fees, incurred by such Company Parties in challenging
such action. Any Company/Rokk3r Party is an intended third-party beneficiary of this Agreement.


 


(c)
Rokk3r. Each of the Rokk3r Parties agrees not to file for themselves or on behalf of any other parties, any claim, charge,
complaint, action, or cause of action against any Company/Taylor Party related to the Rokk3r Released Claims, and further agrees
to indemnify and save harmless such Company/Taylor Parties from and against any and all losses, including, without limitation,
the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made
or brought by any such Rokk3r Party against any Company/Taylor Party in violation of the terms and conditions of this Agreement.
In the event that any Rokk3r Party brings a suit against any Company/Taylor Party in violation of this covenant, Rokk3r agrees
to pay any and all costs of the Company/Taylor Parties, including attorneys’ fees, incurred by such Rokk3r/Taylor Parties
in challenging such action. Any Company/Taylor Party is an intended third-party beneficiary of this Agreement.


 




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Section
4. Affirmations.


 


(a)
Company. Each Company Party affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint,
or action against any Rokk3r/Taylor Party in any forum or form and should any such charge or action be filed by any Company Party
or by any other person or entity on any Company Party’s behalf involving matters covered by Section 2(a), the Company agrees
to promptly give the agency or court having jurisdiction a copy of this Agreement and inform them that any such claims any such
Company Party might otherwise have had are now settled.


 


(b)
Taylor. Each Taylor Party affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint,
or action against any Company/Rokk3r Party in any forum or form and should any such charge or action be filed by any Taylor Party
or by any other person or entity on any Taylor Party’s behalf involving matters covered by Section 2(b), Taylor agrees to
promptly give the agency or court having jurisdiction a copy of this Agreement and inform them that any such claims any such Taylor
Party might otherwise have had are now settled.


 


(c)
Rokk3r. Each Rokk3r Party affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint,
or action against any Company/Taylor Party in any forum or form and should any such charge or action be filed by any Rokk3r Party
or by any other person or entity on any Rokk3r Party’s behalf involving matters covered by Section 2(c), Rokk3r agrees to
promptly give the agency or court having jurisdiction a copy of this Agreement and inform them that any such claims any such Rokk3r
Party might otherwise have had are now settled.


 


Section
5. Compromise. This is a compromise and settlement of potential or actual disputed claims and is made solely for the purpose
of avoiding the uncertainty, expense, and inconvenience of future litigation. Neither this Agreement nor the furnishing of any
consideration concurrently with the execution hereof shall be deemed or construed at any time or for any purpose as an admission
by any Party of any liability or obligation of any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto
acknowledge that this Agreement was reached after good faith settlement negotiations and after each Party had an opportunity to
consult legal counsel. This Agreement extends to, and is for the benefit of, the Parties, their respective successors, assigns
and agents and anyone claiming by, through or under the Parties hereto.


 


Section
6. Additional Agreements.


 


(a)
This Agreement shall be effective upon its execution by each of the Parties hereto.


 


(b)
Each of the Parties hereto shall execute such documents and perform such further acts as may be reasonably required to carry out
the provisions hereof and the actions contemplated hereby.


 


(c)
No Party shall, and each Party shall cause their respective Affiliates not to, in each case, whether directly or indirectly, for
itself or through or on behalf of any other Party not to, make any disparaging comments (or induce or encourage others to make
disparaging comments) about any other Party or its officers, directors, shareholders, employees and agents, or their respective
operations, financial condition, prospects, products or services.


 


Section
7. Notices. 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 below (or to such other address that may be designated
by the receiving Party from time to time in accordance with this Section 7). All Notices shall be delivered by personal delivery,
nationally recognized overnight courier (with all fees pre-paid), e-mail of a PDF document (with confirmation of transmission)
or certified or registered mail (in each case, return receipt requested, postage prepaid). 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 7.


 




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If
to the Company:


 


Eight
Dragons Company


Attn:
Una Taylor


100
SE 2nd Street, Suite 2000


Miami,
FL 33131


Email:
una.taylor@8drg.com


 


If
to Taylor:


 


Una
Taylor


100
SE 2nd Street, Suite 2000


Miami,
FL 33131


Email:
una.taylor@8drg.com


 


If
to Rokk3r:


 


Rokk3r
Labs LLC


Attn:
Nabyl Charania


2121
NW 2nd Avenue


Miami,
FL 33127


Email:
nabyl@rokk3rlabs.com


 


With
a copy, in each case, which shall not constitute notice, to:


 


John
Cacomanolis


Legal
& Compliance, LLC


330
Clematis Street, Suite 217


West
Palm Beach, FL. 33401


Email:
jcacomanolis@legalandcompliance.com


 


Section
8. Governing Law and Interpretation. This Agreement shall be governed and controlled by and in accordance with the laws
of the State of Nevada without regard to its conflict of laws provisions. Venue for any action brought to enforce the terms of
this Agreement or for breach thereof shall lie exclusively in the state and federal courts located in Palm Beach County, Florida.
Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot
be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void,
leaving the remainder of this Agreement in full force and effect. The Parties affirm that this Agreement is the product of negotiation
and agree that it shall not be construed against any Party on the basis of sole authorship. The Parties agree that the successful
Party in any suit related to this Agreement (as determined by the applicable court(s)) shall be entitled to recover its reasonable
attorneys’ fees and expenses related thereto, including attorneys’ fees and costs incident to an appeal.


 


Section
9. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
HE OR IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THE PERFORMANCE THEREOF (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS Section 9.


 




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Section
10. Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party
shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the
provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition
to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security
or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction,
specific performance or other equitable relief on the basis that (a) any other Party has an adequate remedy at law, or (b) an
award of specific performance is not an appropriate remedy for any reason at law or equity. Each of the Parties acknowledges and
agrees that the remedy at law available to the other Party for breach of any Party’s obligations under this Agreement would
be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms.
Accordingly, each Party acknowledges, consents and agrees that, in addition to any other rights or remedies that any Party may
have at law, in equity or under this Agreement, upon adequate proof of a violation by any other Party of any provision of this
Agreement, the first Party will be entitled to seek immediate injunctive relief and may obtain a temporary order restraining any
threatened or further breach, without the necessity of proof of actual damage or requirement to post a bond.


 


Section
11. Entire Agreement; Severability. This Agreement and the exhibits attached hereto sets forth the entire agreement between
the Parties with respect to the subject matter hereof and fully supersedes any prior agreements or understandings between the
Parties with respect to the subject matter hereof. The Parties acknowledge that each has not relied on any representations, promises,
or agreements of any kind made to the other in connection with each Party’s decision to accept this Agreement, except for
those set forth in this Agreement. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present
or future laws effective during the term hereof, the provision shall be fully severable and this Agreement shall be construed
and enforced as if such illegal, invalid, or unenforceable provision were never a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its
severance herefrom. The Parties have participated in the drafting and negotiation of this Agreement and if an ambiguity or question
of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties thereto and no presumption
of burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any provision in this Agreement.


 


Section
12. Amendment. This Agreement may not be modified, altered or changed except upon express written consent of all Parties
wherein specific reference is made to this Agreement.


 


Section
13. Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights
of the Parties to this Agreement.


 


Section
14. Waiver. Waiver of any term or condition of this Agreement by any Party shall only be effective if in writing and shall
not be construed as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term
or condition of this Agreement.


 


Section
15. Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto
and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise,
all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other
Party to this Agreement, which any such Party may withhold in its absolute discretion. Any purported assignment without such prior
written consents shall be void.


 




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Section
16. No Third-Party Beneficiaries. Other than as specifically set forth herein, nothing in this Agreement shall confer any
rights, remedies or claims upon any person or entity not a Party or a permitted assignee of a Party to this Agreement.


 


Section
17. Further Assurances. From time to time, whether at or following the Closing, each Party shall make reasonable commercial
efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or
advisable, including as required by applicable laws, to consummate and make effective as promptly as practicable the transactions
contemplated by this Agreement.


 


Section
18. Expenses. Except as expressly provided herein, all costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.


 


Section
19. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures
to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.


 


[Remainder
of page intentionally left blank – Signature pages follow]


 




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


 


	 	Eight
    Dragons Company
	 	 	 
	 	By:	/s/
    Una Taylor
	 	Name:	Una
    Taylor
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Una
    Taylor
	 	 	 
	 	By:	/s/
    Una Taylor
	 	Name:	Una
    Taylor
	 	 	 
	 	Rokk3r
    Labs LLC
	 	 	 
	 	By:	/s/
    Nabyl Charania
	 	Name:	Nabyl
    Charania 
	 	Title:	Chief
    Executive Officer


 



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