INTELLECTUAL PROPERTY PURCHASE AGREEMENT


 


This
Intellectual Property Purchase Agreement, dated as of March 17, 2014, is by and between Pocket Games, Inc., a Florida corporation
("Buyer"); and Fluid Games Limited, a company formed pursuant to the laws of England ("Seller"). Buyer and
Seller may collectively be referred to herein as the "Parties”. “Agreement” as used herein includes this
Intellectual Property Purchase Agreement and Exhibit A attached hereto.


 


RECITALS:


 


WHEREAS, Seller is the owner
of certain intellectual property assets the (“IP Assets”) as listed on Exhibit A, hereto attached and incorporated
by reference; and


 


WHEREAS, Seller desires to
sell to Buyer, and Buyer desires to purchase from Seller, the IP Assets upon the terms and subject to the conditions set forth
in this Agreement.


 


NOW, THEREFORE, in consideration
for the mutual covenants and agreements contained herein, the Parties agree as follows.


 


ARTICLE I 


PURCHASE AND SALE OF IP
ASSETS


 


1.1Sale of Assets.
Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer on the Closing Date (as defined in Section 1.3), free
and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or
restrictions whatsoever, the IP Assets.


 


IP Assets


 


1.2
Consideration. Subject to the terms and conditions of this Agreement and in reliance upon the


 


representations, warranties
and covenants of Seller herein contained and in full consideration of such sale, conveyance, transfer, assignment and delivery
of the IP Assets to Buyer. Buyer agrees to deliver Seller 1,500,000 newly issued common shares (the “Shares”) of Pocket
Games, Inc. at the Closing Date (as defined in 1.3 below). The Buyer agrees that the Shares shall not contain stop transfers or
covenants limiting Seller’s ability to transfer the Shares in compliance with applicable securities laws.


 


Development and Modification


 


The cost for development and modification shall be
$40,000. $10,000 was previously paid.


 


$5,000 shall be paid on or
before March 14th, 2014 and $5,000 shall be paid on or before April 30th 2014. The balance
of $20,000 shall be delivered on or before the Closing.


 


Seller shall provide development
services to Buyer and until April 1, 2014, Seller shall make modifications to IP Assets as requested by Buyer.


 


1.3Closing. The
closing of the transactions contemplated by this Agreement (the "Closing") shall be May 14th, 2014 (the "Closing
Date). The Shares shall be delivered at the closing.


 


1.4.
Launch Date. Seller has an agreement with Intel which gives them 12 months exclusivity for their launch date on the 3rd
of October 2013. Therefore, Buyer will not launch Idol Hands before October 3rd, 2014.


 






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ARTICLE II 





REPRESENTATIONS AND WARRANTIES OF SELLER


 


Seller represents and warrants to Buyer as follows:


 


2.1Ownership of the
IP Assets. Seller is the record and beneficial owner of the IP Assets free and clear of all liens, encumbrances, purchase rights,
claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever. Seller is not subject to, or a
party to, any Articles of Organization or Operating Agreement provisions, membership control agreements, buy-sell agreements, contracts,
instruments or other restrictions of any kind or character which directly or indirectly restrict or otherwise limit in any manner
the sale or other disposition of the IP Assets.


 


2.2Authority of Seller.
Seller has full and unrestricted legal right, power and authority to enter into this Agreement, and to sell, assign, transfer,
and deliver to Buyer valid, lawful and marketable title to the IP Assets to be sold, assigned and transferred by Seller pursuant
to this Agreement. Seller represents that neither the execution and delivery of this Agreement or any other agreements contemplated
hereby nor the consummation of the transactions contemplated hereby will conflict with or result in any violation of, or result
in default or loss of a benefit under, or permit the acceleration of any obligation under, any judgment, order, decree, mortgage,
contract, agreement, deed of trust, indenture, lease or other instrument or any federal, state or local statute, law, ordinance,
rule, or regulation applicable to Seller or any of his assets or property or business.


 


2.3Title. Upon
delivery to Buyer of the bill of sale for the IP Assets, Buyer will acquire lawful, valid and marketable title to the IP Assets
free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations
or restrictions whatsoever.


 


2.4Prohibitions of
Transactions. Other than as set forth in 1.4 above, the Seller is not presently a party to or subject to or bound by any agreement
or any judgment, order, writ, injunction or decree of any court or any governmental body which contains any provision which would
or could operate to prevent the carrying out of this Agreement or the transactions contemplated hereby. There are no actions, suits,
proceedings at law or in equity by any person or entity, or any arbitration or administrative proceeding or other proceeding pending
or threatened, which could prevent consummation of the transactions contemplated by this Agreement.


 


ARTICLE III


REPRESENTATIONS
AND WARRANTIES OF BUYER


 


Buyer represents and warrants to Seller as follows:


 


3.1Ownership of the
Shares. Buyer is the record and beneficial owner of the Shares free and clear of all liens, encumbrances, purchase rights,
claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever. Buyer is not subject to, or a
party to, any Articles of Incorporation or Bylaws provisions, shareholder agreements, buy-sell agreements, contracts, instruments
or other restrictions of any kind or character which directly or indirectly restrict or otherwise limit in any manner the voting,
sale or other disposition of the Shares.


 


3.2Approval. Buyer
has all necessary corporate power and is duly authorized to purchase, acquire and accept the IP Assets as specified in this Agreement.
Buyer has taken all reasonable action required to authorize and approve the execution and delivery of this Agreement and the consummation
by Buyer of the transactions contemplated hereby.


 









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3.3Title. Upon delivery
to Seller of the Shares, Seller will acquire lawful, valid and marketable title to the Shares free and clear of all liens, encumbrances,
purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever.


 


3.4Prohibitions of Transactions.
Buyer is not presently a party to or subject to or bound by any agreement or any judgment, order, writ, injunction or decree of
any court or any governmental body which contains any provision which would or could operate to prevent the carrying out of this
Agreement or the transactions contemplated hereby. There are no actions, suits, proceedings at law or in equity by any person or
entity, or any arbitration or administrative proceeding or other proceeding pending or threatened, which could prevent consummation
of the transactions contemplated by this Agreement.


 


ARTICLE IV


CLOSING
DOCUMENTS


 


4.1Deliveries of Seller.
Seller shall deliver to Buyer upon the completion of the Consideration including payment of all the fees and the transfer of the
Shares all of the following, executed as appropriate:


 


(a)A Bill of Sale transferring
title to all of the IP Assets to Buyer in the form of Exhibit "B" attached hereto and incorporated by reference herein.


 


4.2Deliveries of Buyer.
Buyer shall deliver to Seller on the Closing Date all of the following, executed as appropriate:


 


		(a)	A stock certificate for the Shares in accordance with Section 1.2 hereof.



 


		(b)	The balance of any payment due pursuant to 1.2.



 


ARTICLE
V INDEMNIFICATION


 


5.1By Buyer. Buyer
shall indemnify and hold Seller harmless from any and all claims, liabilities and obligations, including all attorneys' fees and
costs arising from the IP Assets after the Closing. The Buyer shall enter into this Agreement having made such inspection and investigation
of the IP Assets as it thinks fit, on the basis of a purchase by the Buyer of the IP Assets “as is” and in full knowledge
and acceptance of the terms and conditions of the Agreement.


 


5.2By Seller. Seller
shall indemnify and hold Buyer harmless from any and all claims, liabilities and obligations, including reasonable attorneys' fees
and costs arising from the IP Assets prior to the Closing, except to the extent caused by any misrepresentation of Buyer or by
the breach of its obligations under this Agreement, including its exhibits and schedules, and any misrepresentation breach of this
Agreement including, but not limited to, the breach of representations, warranties, and covenants made hereunder.


 


5.3Claims. After
becoming aware of a claim for indemnification under this Article V, the Indemnified Party shall give notice to the Indemnifying
Party of such claim and the amount the Indemnified Party will be entitled to receive hereunder from the Indemnifying Party; provided,
however, that the failure of the Indemnified Party to give notice shall not relieve the Indemnifying Party of its obligations
under this Article V except to the extent (if any) that the Indemnifying Party shall have been actually prejudiced thereby. If
the Indemnified Party does not receive an objection in writing (a "Notice of Disagreement") to such indemnification
claim within thirty (30) days of receiving notice thereof, the Indemnified Party shall be entitled to recover promptly from the
Indemnifying Party the amount of such claim, and no later objection by the Indemnifying Party shall be permitted. If the Indemnifying
Party agrees that it has an indemnification obligation but objects in a timely-delivered Notice of Disagreement that it is obligated
to pay only a lesser amount, the Indemnified Party shall nevertheless be entitled to recover promptly from the Indemnifying Person
the lesser amount, without prejudice to the Indemnified Party's claim for the difference.


 


 



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ARTICLE
VI


MISCELLANEOUS


 


6.1Survival of Representations
and Warranties. The representations, warranties, covenants and agreements set forth in this Agreement or in any writing delivered
to Seller or Buyer in connection with this Agreement will survive the Closing Date and the consummation of the transactions contemplated
hereby.


 


6.2Independent Counsel.
Each party hereto has had the opportunity to consult with independent legal counsel regarding this Agreement and has either consulted
with such counsel or freely chosen not to do so. Each party is fully aware and clearly understands all of the terms contained in
this Agreement, and has voluntarily entered into this Agreement.


 


6.3Expenses. Seller
and Buyer will each pay all of their respective legal and other expenses incurred in the preparation of this Agreement and the
performance of the terms and conditions hereof.


 


6.4Governing Law/Arbitration.
This Agreement shall be construed and enforced in accordance with the internal laws of Florida without regard to principals of
conflicts of laws. Any dispute arising under this Agreement shall be settled by arbitration before a single arbitrator in accordance
with the relevant clauses of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction. Any such arbitration shall be conducted in Palm Beach County, Florida.


 


6.5Entire Agreement.
This Agreement, including the other documents referred to herein which form a part hereof, contains the entire understanding of
the parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, warranties, covenants,
or undertakings, other than those expressly provided for herein. This Agreement supersedes all prior agreements and undertakings
between the parties with respect to such subject made in writing and duly signed by the party to be bound thereby.


 


6.6Severability of Invalid
Provision. If anyone or more covenants or agreements provided in this Agreement should be contrary to law, then such covenant or
covenants, agreement or agreements shall be null and void and shall in no way affect the validity of the other provisions of this
Agreement.


 


6.7Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns,
and no other person shall acquire or have any right under or by virtue of this Agreement.


 


6.8Section Headings. Section
headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any of the provisions hereof.


 


6.9Counterparts. This
Agreement may be executed in one or more counterparts, and shall become effective when one or more counterparts have been signed
by each of the parties.


 









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6.10Waiver. Waiver by
any party hereunder of any breach of or failure to comply with any provision of this Agreement by the other party shall not be
construed as, or constitute a continuing waiver of, or a waiver of any other breach of, or failure to comply with, any other provision
of this Agreement.


 


6.11Non-exclusivity.
The rights, remedies, powers and privileges provided in this Agreement are cumulative and not exclusive and shall be in addition
to any and all other rights, remedies, powers and privileges granted by law, rule, regulation or instrument.


 


6.12Notices. All notices,
requests, consents and other communications required or permitted hereunder must be in writing and must be personally delivered,
mailed first-class postage prepaid, registered or certified mail, or delivered by a nationally recognized overnight courier:


 


If to Seller:


 


Fluid Games Limited


54 Russell Terrace


Leamington
Spa


CV31 1HE





Telephone: 121-288-220





simon@fluidgames.co.uk


 


If to Buyer:





Pocket Games, Inc.


305 Forest Ave,





Woodmere, NY. 11598


Telephone 347-318-8859


Attn:
David Lovatt david.lovatt@pocketgamesinc.com


 


Or to such other address as
Seller or Buyer may specify to the other by written notice, and such notices and other communications will be treated as being
effective or having been given when delivered, if personally delivered, or when received, if sent by mail.


 


6.13Further Assurances.
The Parties agree to cooperate fully with each other and execute such further instruments, documents, and agreements and to give
such further written assurances, as may be reasonably requested by either party, to better evidence and consummate the transactions
described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement.


 


		6.14	Time is of the Essence. Time IS of the essence in the performance of this Agreement.



 


6.15Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute
one and the same instrument.


 


IN WITNESS WHEREOF, this Agreement
has been executed by the Parties hereto on the day and year first above written.


 


SELLER:


 


FLUID GAMES LIMITED


 





 




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By: Simon Prytherch Title: CEO


 


BUYER:


 


POCKET GAMES, INC.


 


 


	/s/		




By:
David Lovatt





Title:
President


 









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EXHIBIT A


 


IP ASSETS


 


The following IP Asset and all the materials to
recreate this IP Asset from source materials shall be transferred to Buyer upon Closing:


 


Name: Idol Hands





Software type: Strategy game Platform: PC Windows
7 and 8





Recommended Processor: Intel i5 or i7








 


Game Description:





Idol Hands is a casual strategy game where
you play a god gradually take over the world by guiding your people and defeating other gods. Rather than having direct
control over your people’s actions, placing buildings and micro managing, your people will live their lives for
themselves. Your powers shape the land, increase the bounty of your harvest, protect your followers from attack and tame
nature to their benefit. 


 


Number of Levels: 8 (first four introduce all
the game concepts) Level Description:


 


Each level features an area of terrain just a few miles
square. A small group of your followers live peacefully in one part of this terrain, while in another part lives a similarly-sized
group of another god’s followers. This other god is your enemy. You goal is to reduce the other god's followers to zero
by the use of 'natural' disasters, the reshaping of the landscape and directing your followers to fight them. If your followers’
population is reduced to zero, you fail the level.


 


Godly Powers:





Both you and the enemy god are able to use godly
powers to affect the world beneath you. These powers rely on the energy gained from your devoted followers; the more followers
you have, the faster you will gain energy from their worship. At the start of each level you will only have enough energy to activate
the most basic of your godly powers. You will need to use what little power you have to tend to your followers’ needs, increasing
their population and therefore your power. With greater power at your command you can then devastate your rival god’s population
with lightning, earthquakes, meteors and volcanoes.


 


6 powers – land shaping, rain, lightning, earthquake,
meteor, volcano.


 


Look and feel:





Each level is set in a fully-3D landscape, with
a semi-realistic look. Idol Hands presents you with an idealised version of the world, with vibrant colour and an almost child-like
simplicity. Foliage is bright, colourful and greatly simplified. Buildings have all extraneous details removed. Mountains blend
gently into the surrounding meadows and beaches merge softly with the fields behind them. The overall impression is of a storybook
world; the ideal landscape of our minds that has never actually existed.


 


Villagers:





6 types – Idle, Farmer, Woodcutter, Blacksmith,
Priest and Soldier


 






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