ROTVIG LABS, LLC


 


SERVICE AND PROFIT SHARING AGREEMENT


 


This Service and Profit Sharing Agreement
(the "Agreement") is made by and between Rotvig Labs, LLC, a Delaware limited liability company, with its principal
place of business located at 427 N Tatnall St, #61508, Wilmington, Delaware 19801-2230 ("Rotvig Labs") and Concept
Art House, Inc., a Delaware corporation, with its principal place of business located at 785 Market Street, Suite 1100, San Francisco,
CA 94103 ("CAH") (each a "Party." collectively, the "Parties") and is entered
into as of April 19_, 2011 (the "Effective Date").


 


RECITALS


 


WHEREAS, Rotvig Labs
is a start-up mobile gaming company;


 


WHEREAS, CAH
is a graphics and design company that provides in-game graphics and artwork for mobile gaming companies such as Rotvig Labs; and


 


WHEREAS, CAH will provide Rotvig
Labs with a defined amount of free and discounted services, and in exchange will receive an Ownership Interest and Profit Sharing
interest in Rotvig Labs on the terms defined herein.


 


THEREFORE, in consideration
of the foregoing, the mutual agreements and covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.             CAH
Art Services and Profit Sharing


 


1.1           Committed
Art Services. CAH will provide Rotvig Labs with $40,000.00 in art services for Rotvig Labs' mobile gaming applications.
The $40,000.00 shall be calculated based on CAH's standard billing rate as of the Effective Date, and adjusted annually on this
same calendar day. All art work delivered for Rotvig Labs applications shall be reasonably comparable to the top games in the
mobile space run on similar devices.


 


1.2           Discounted
Art Services. In the event Rotvig Labs utilizes CAH's art services beyond the $40,000.00 Committed Art Services allocated
in Section 1.1 above, CAH shall bill Rotvig Labs at CAH's lowest standard billing rate calculated as of the Effective Date, and
adjusted annually on this same calendar day.


 


1.3           Ownership
Interest. In exchange for the services provided in Sections 1.1 and 1.2, CAH shall receive an eight percent (8%) membership
interest in Rotvig Labs as of the Effective Date (the "Ownership Interest"). CAH's Ownership Interest shall be
subject to CAH's execution of Rotvig Labs' standard member unit agreement. CAH's Ownership Interest shall be subject to and will
comply with the terms ofRotvig Labs' Operating Agreement for Manager-Managed, dated as of January 28, 2011, attached hereto as
Exhibit A (the "Operating Agreement").


 



    	 



    	 



    

 


1.4           Profit
Sharing. On the tenth day of each month, Rotvig Labs shall pay to CAH an amount equal to sixteen percent (16%) of Rotvig
Labs Profits for the previous calendar month (the "Profit Sharing"). "Profits" shall be defined
as Rotvig Labs' gross revenue from all sources for each month, without deduction of any kind. All Profit Sharing shall be reduced
to 8% once CAH receives $80,000 in Profit Sharing payments.


 


1.5           Audit
Rights. Rotvig Labs will maintain books and records with respect to the calculation of Profit Sharing payments under this
Agreement. During the term of this Agreement, and for a period of three (3) years thereafter, CAH may, upon at least ten (10) days
prior written notice, inspect Rotvig Labs' books and records reasonably related to the calculation of Profit Sharing payments.
Any costs incurred by CAH in connection with such inspection will be paid by CAH, unless the inspection reveals any underpayment
of greater than five percent (5%) for the period examined, in which case Rotvig Labs shall reimburse CAH for the costs it incurred
in connection with such inspection and any follow-on inspection.


 


1.6           Ownership.
All inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks
or trade secrets, whether drafts, concepts or derivatives (herein "Works"), created by CAH and its employees,
agents and affiliates, pursuant to this Agreement shall be considered "works for hire" as that term is defined in the
United States Copyright Act and are hereby assigned by CAH to Rotvig Labs and shall be owned solely and exclusively by Rotvig Labs.
CAH agrees to cooperate with Rotvig Labs in providing the necessary consents or assignments to confirm the transfer of ownership
of all Works to Rotvig Labs.


 


1.7           Patent
and Copyright Registrations. CAH hereby agrees to assist Rotvig Labs, or its designees or assigns, in every proper way
to secure Rotvig Labs' rights in the Works under this Agreement and any copyrights, patents, mask work rights or other intellectual
property rights relating thereto, in any and all countries, including the disclosure to Rotvig Labs of all pertinent information
and data with respect thereto, the execution of all applications, specifications, oaths or affirmations, assignments and all other
instruments which Rotvig Labs shall reasonably in order to apply for, register, obtain, maintain, defend, and enforce such rights
and in order to assign and convey to Rotvig Labs, its successors, assigns and nominees the sole and exclusive rights, title and
interest in and to such Works and any rights relating thereto. Any actions required by Rotvig Labs to be taken by CAH pursuant
to this Section 1.7 shall be at Rotvig Labs' sole expense.


 



    	2



    	 



    

 


2.            Confidential
Information


 


2.1           Each
Party acknowledges that Confidential Information may be disclosed to a Party during the course of this Agreement. Each Party agrees
that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information,
to prevent the duplication or disclosure of Confidential Information of any other Party, other than by or to its employees or agents,
who will each agree to comply with this section. The Parties acknowledge and agree that each may disclose Confidential Information:
(i) as required by law, (ii) to their respective directors, officers, employees, attorneys, accountants and other advisors and
independent contractors, who are under an obligation of confidentiality no less stringent than set forth herein, on a "need-to-know"
basis; and (iii) to their respective affiliates (who shall be subject to the confidentiality provisions of this agreement). Confidential
Information may be disclosed to a legal, judicial or government entity, or as required by the rules or orders of a court or governmental
entity, provided that, before such disclosure, the recipient shall give reasonable advance notice of such so that the disclosing
Party can seek a protective order for the Confidential Information. Except as required by law or generally accepted accounting
principles, and except to assert its rights hereunder or for disclosure on a "need-to-know" basis to its own officers,
directors, employees and professional advisors or to prospective investors or acquirers in connection with an investment in or
acquisition of a Party, each Party hereto agrees that neither it, nor its directors, officers, employees, consultants or agents
shall disclose specific terms of this agreement without the prior consent of the other Party.


 


2.2           Confidential
Information Defined. The term "Confidential Information" of a Party means information concerning its business,
programs and operations, the business of its suppliers, inventions, confidential know-how, and trade secrets that is disclosed
in writing or in any other tangible or intangible form to the recipient by the disclosing Party or a third party having an obligation
of confidence to the disclosing Party and is designated as confidential by or on behalf of the disclosing Party. Confidential Information
does not include information that: (i) was, as of the time of its disclosure, or thereafter becomes part of the public domain through
a source other than the receiving Party, (ii) the receiving Party can demonstrate was known to the receiving Party as of the time
of its disclosure, (iii) the receiving Party can demonstrate was independently developed by the receiving Party without use of
reference to any information, code, documentation or materials provided by the disclosing Party, or (iv) the receiving Party can
demonstrate was subsequently learned form a third party not under a confidentiality obligation to the disclosing Party.


 


2.3           Identification
of Intellectual Property. Each Party shall identify the others' trademarks, copyrights, and other proprietary rights by
including appropriate symbols or notices as reasonably requested by the other Party. No Party shall print or distribute any materials,
including press releases, bearing another Party's name or mark(s), without first obtaining such other Party's approval. The terms
of this Agreement are confidential. No Party shall have the right to use the service marks, trademarks, or trade names of any other
Party to this Agreement without the prior written approval of such other Party.


 


3.             Term
of Agreement and CAH Vesting


 


3.1           Term.
Subject to earlier termination pursuant to Section 3.2, this Agreement shall expire three (3) years from the Effective Date.


 


3.2           Termination.
Six (6) month after the Effective Date of this Agreement, either Party may terminate this Agreement for any reason, with or
without cause, upon sixty (60) days written notice. Sections 1.4, 1.5, 1.6, 2, 3, 4, 5, and 6 shall survive ant termination of
this Agreement.


 



    	3



    	 



    

 


3.3           CAH
Vesting. Pursuant to the standard [member unit agreement] contemplated by Section 1.3 herein, CAH's Ownership Interest
shall be subject to Rotvig Labs' Option. Rotvig Labs' Option shall lapse at a rate of 25% of said equity interest per $10,000.00
of Committed Art Services provided under Section 1.1 until CAH reaches $40,000.00 in Committed Art Services. In the event this
Agreement is terminated by either party, Rotvig Labs' Option shall cease to lapse and Andover shall have 180-days from termination
to rescind the remaining CAH's Ownership Interest that is still subject to Andover's Option.


 


4.             Indemnification.
Each Party shall indemnify, defend and hold harmless the other Party and its affiliates, members, directors, officers, shareholders,
employees, representatives, agents, attorneys, successors and assigns harmless from and against any and all claims, liabilities,
obligations, judgments, causes of actions, costs and expenses (including reasonable attorneys' fees) arising out of: (a) personal
injury, including death, and tangible property damage caused by the negligent or intentional acts of the Party or its employees,
agents and/or subcontractors; or (b) any breach by the Party or the Party's employees, agents or representatives of the confidentiality
obligations set forth in Section 2 herein; (c) the Party's failure to perform in accordance with the terms of this Agreement; and
(d) any neglect, errors or misconduct of any kind whatsoever by the other Party. Each Party shall further indemnify, defend and
hold the other Party and its affiliates, members, directors, officers, shareholders, employees, representatives, agents, attorneys,
successors and assigns harmless from and against any claim asserted or any claim, suit or proceeding brought against the Party
alleging misappropriation or infringement upon any patent, trademark, copyright, trade secret or other intellectual property or
proprietary right of any third party that arises from the Party's services. If either Party accepts indemnity under this Section,
the indemnifying Party shall have sole discretion over choice of counsel and settlement. The indemnifying Party shall not be responsible
for any attorneys' fees and/or costs related to its obligation to indemnify until such time it is provided notice of any claims
and has received tender for indemnity and defense.


 


5.            Notices.
Any notice delivered to either Party pursuant to this Agreement must be in writing and delivered personally or will be deemed
to be delivered when deposited in the mail, postage prepaid, registered or certified mail, return receipt requested, addressed
to the Party at the address indicated below, or at such other address that may have been specified by written notice delivered
in accordance with this provision:


 


If to Rotvig Labs:


 


Lee Linden


Ben Lewis


427 N Tatnall St, #61508


Wilmington, Delaware 19801-2230


 


With a Copy to:


 


Eric Benisek


Vasquez Benisek & Lindgren,
LLP


3685 Mt. Diablo Blvd., Ste.
300


Lafayette, CA 94549


ebenisek@vbllaw.com


 



    	4



    	 



    

 


If to CAH:


 


James Zhang


Concept Art House


785 Market St. Suite 1100


San Francisco, CA 94103


 


6.             Miscellaneous.


 


6.1           Independent
Contractors. CAH is an independent contractor, and is not an agent, representative, or partner of Rotvig Labs. Rotvig
Labs is not an agent, representative or partner of CAH. Neither Party has any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This agreement
will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to
impose any liability attributable to such a relationship upon any Party. Nothing in this Agreement will be construed as
restricting any Party's ability to engage in any business or activity, which is the same, or similar to that contemplated by
this Agreement.


 


6.2           Entire
Agreement. This Agreement sets forth the entire agreement between CAH and Rotvig Labs, and supersedes any and all prior
agreement (whether written or oral) of CAH and Rotvig Labs with respect to the subject matter set forth herein. This Agreement
may only be modified, or any rights under it waived, by a written document executed by authorized representatives of both Parties.


 


6.3           Governing
Law. This Agreement shall be interpreted, construed and enforced in all respects in accordance with laws of the State of
California, without regard to its conflict of law rules and without regard to the actual state or country of incorporation or residence
of either Party. The Parties hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of California
and the federal courts situated in the State of California in connection with any action arising under this Agreement.


 


6.4           Force
Majeure. Neither Party shall be held responsible for any delay or failure in performance to the extent that such delay
or failure is caused by: (i) fires, embargoes, floods, wars, labor stoppages, government requirements, or acts of God; or (ii)
other circumstances substantially beyond its reasonable control.


 


6.5           Assignment.
Neither Party may assign this Agreement, in whole or in part without the prior written consent of the other Party hereto. This
Agreement is duly enforceable against the other Party in accordance with its terms and conditions.


 



    	5



    	 



    

 


6.6           Severability.
If any one or more of the provisions contained in this Agreement should be held invalid, the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or impaired thereby.


 


[Signatures on following page]


 



    	6



    	 



    

 


IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the date first written above. This Agreement may be executed in two or more counterparts, each,
when taken together shall be considered one and the same document.





 


	ROTVIG LABS, LLC:
	 
	By:	/s/ Benjamin Lewis
	Name: Benjamin Lewis
	Title: Manager
	 
	CONCEPT ART HOUSE, INC.:
	 
	By:	/s/ James Zhang
	Name:  James Zhang
	Title: CEO


 



    	7