Exhibit 10.28


 


 


 





	 	 Atlanta
                                 Office: 1870 The Exchange


Suite 100


Atlanta, Georgia
30339-2021









 


August 31, 2017


 


VIA E MAIL — ccicolini@UPSICORP.com


 


Mr. Chris Cicolini, Managing Director


NYG Holdings, LLC


16 E. Patrick Street, Suite 300


Frederick, MD 21701


 


Re:           Termination of CAPSA Platform License Agreement


 


 


Dear Mr. Cicolini:


 


Reference is made to the
CAPSA Platform License Agreement dated as of October 20, 2014 between NYG HOLDINGS, LLC ("NYGH") and CONSORTEUM HOLDINGS,
INC. ("CSRH" and with NYGII, the "Parties" and each a "Party") pursuant to which
NYGH granted a license to the CAPSA Platform, including all software and the Intellectual Property Rights therein, to CSRH on the
terms and conditions set forth in such agreement (the "License Agreement"). Capitalized terms used herein but
not defined herein shall be as defined in the License Agreement.


 


As you know, CSRH spent
several years developing relationships and licensing agreements, including the License Agreement with NYGH, to enable it to participate
in the emerging market of mobile gaming. In conjunction therewith, the Company hired a senior level software development team which
spent about two years and millions of dollars in non-recurring engineering costs to develop a platform. In June 2015, facing severe
capital constraints and unable to access additional capital, the Company (i) laid off its development team and ceased paying managers
and advisors, (ii) suspended rent and related payments for its facilities, and (iii) was unable to satisfy significant payables
due to third parties. CSRH never introduced its platform or any products into the market, never generated any revenue and never
used the CAPSA Platform in any commercial way. Recently, the Company made a decision to recast its business to take advantage of
other opportunities that have arisen that do not utilize the CAPSA Platform.


 


At the same time, we understand
that, since the signing of the License Agreement, NYGH stepped away from the CAPSA Platform and did not invest in keeping the CAPSA
Platform current. As a result, the technology has become obsolete. We further understand that NYGH discontinued its business in
December 2016.


 


As neither the NYGH business nor the CSRH business
utilizes the CAPSA Platform, which has become obsolete, the Parties have mutually agreed to terminate the License Agreement and
for the rights, licenses and obligations of each of the Parties thereunder, including, without limitation, the obligation to pay
fees and royalties pursuant to Article 2, the confidentiality obligations contained in Article 4 and the surviving rights and obligations
set forth in Sections 6.7 and 6.8, to terminate and cease effective December 31, 2016. Further, each Party has mutually agreed
to waive and release the other Party from any breaches of the License Agreement by the other Party that may have occurred during
the term the License Agreement was in effect from the Effective Date through December 31, 2016.


 


This letter agreement constitutes
the entire agreement between the Parties with respect to the subject matter hereof This letter agreement may only be amended, modified
or supplemented pursuant to an instrument in writing signed by each of the Parties.


 


Please acknowledge your
agreement to the foregoing by signing your name in the space provided below and returning a copy to me.


 


We appreciate your support and send best wishes in all your future
endeavors.


 


	 	
        Very truly yours,

         

        CONSORTEUM HOLDINGS, INC.

         

        By: /s/ Craig Fielding

         

        Craig Fielding

        Chairman and CEO



 


ACCEPTED AND AGREED as of


August 31, 2017


 


NYG HOLDINGS, LLC


 


 


By: /s/ Chris Cieloni


Chris Cieloni


Managing Director