Exhibit 10.3


 


License
and Services Agreement


 


IMLeagues
LLC


 


(IML)


 


and


 


MOKO Social
Media Limited


 


(MOKO)


 


DMAW Lawyers


 


Level 3, 80 King William Street


Adelaide South Australia 5000


 


Phone +61 8 8210 2222


Facsimile + 61 8 8210 2233


Email: dmaw@dmawlawyers.com.au


 


Doc:3471922


 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 406 promulgated under the Securities Act of 1933, as amended.


 




    	 



    	 



    

  


	Contents


 


	1.	PRELIMINARY	1
	 	 	 
	2.	LICENSE	4
	 	 	 
	3.	SERVICES	6
	 	 	 
	4.	RESPONSIBILITIES OF THE PARTIES	6
	 	 	 
	5.	RESPONSIBILITIES OF MOKO	7
	 	 	 
	6.	JOINT RESPONSIBILITIES	8
	 	 	 
	7.	FEES AND PAYMENT	9
	 	 	 
	8.	INTELLECTUAL PROPERTY	9
	 	 	 
	9.	WARRANTIES, LIABILITIES AND INDEMNITIES	10
	 	 	 
	10.	TERMINATION	12
	 	 	 
	11.	EXPIRATION	12
	 	 	 
	12.	CONFIDENTIALITY	12
	 	 	 
	13.	TAXES AND WITHHOLDING TAXES	14
	 	 	 
	14.	DISPUTE RESOLUTION	14
	 	 	 
	15.	FORCE MAJEURE	15
	 	 	 
	16.	ENTIRE AGREEMENT	15
	 	 	 
	17.	ASSIGNMENT AND NOVATION	15
	 	 	 
	18.	WAIVER	15
	 	 	 
	19.	MODIFICATION	16
	 	 	 
	20.	RELATIONSHIP	16
	 	 	 
	21.	FURTHER ASSURANCES	16
	 	 	 
	22.	SURVIVAL	16
	 	 	 
	23.	SEVERABILITY	16
	 	 	 
	24.	GOVERNING LAW	17
	 	 	 
	25.	NOTICES	17
	 	 	 
	26.	EXECUTION	17
	 	 	 
	SCHEDULE 1 – FEES	 
	 	 
	SCHEDULE 2 – SERVICES	 
	 	 
	SCHEDULE 3 – IML DATA	 


 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	1.



    

 


LICENSE AND SERVICES AGREEMENT


 


	Parties


 


		1.	IMLeagues LLC of 66 Bogart Ct, Princeton, NJ 08540 (IML)



 


		2.	MOKO Social Media Limited (ACN 111 082 485) of Suite 4, Level
                                         9, 341 George Street, Sydney NSW 2000 (MOKO)



 


	Introduction


 


		A.	IML owns all right, title, and ownership in and to the IML Website, the API, and IML Data.



 


		B.	MOKO owns all right, title, and ownership in and to REC*IT and wishes to develop REC*IT utilizing the IML Data.



 


		C.	IML has agreed to license the IML Data and API to MOKO for the development of REC*IT on the terms set out in this Agreement.



 


	Operative
    clauses


		1.	PRELIMINARY



 


		1.1	Definitions



 


In this Agreement:


 


Agreement means this agreement and all schedules
and annexures thereto;


 


API means IML’s application programming
interface as developed for, and related to, the IML Data, for which IML will provide MOKO access pursuant to the terms of this
Agreement.


 


Bonus means the amount calculated in the manner
specified in Item 6 of Schedule 1;


 


Business Day means a day of the week excluding
Saturday, Sunday or a federal holiday in the United States;


 


College Activities means college intramurals,
college fitness programs, and college club sports.


 


Commencement Date means the date set out in Item
1 of Schedule 1;


 


Corporate User means a college which has registered
to use REC*IT;


 


Fees means the fees calculated in the manner
and payable at the times set out in Item 3(b) of Schedule 1;


 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	2.



    

  


IML Business means the business
of operating the IML Website and college intramural scheduling and various other applications related to college activities;


 


IML Data means the data
collected by IML and provided to MOKO under this Agreement, as set forth in the Schedule 3 attached to this Agreement;


 


IML Trade Mark means the
trade mark(s) related to the IML Website, whether registered or unregistered;


 


IML User means a college that has an account
with the IML Website or IML applications;


 


IML Website means the sports website “www.imleagues.com”
and such other websites or applications operated by IML relating to College Activities;


 


Individual IML User means an individual who has
registered to use the IML Website;


 


Individual MOKO User means an individual who
has registered to use REC*IT;


 


Insolvency Event in relation to a Party means
any of the following events:


 


		(a)	the Party ceases to (or is unable to) pay its creditors in the ordinary course of business, or
announces its intention to do so;



 


		(b)	a receiver, manager, receiver and manager, administrative receiver or similar officer is appointed
to the Party or any of its assets;



 


		(c)	the Party enters into, or resolves to enter into, a scheme of arrangement, compromise or composition
with any class of creditors;



 


		(d)	a resolution is passed or an application to a court is taken for the winding up, dissolution, official
management or administration of that Party; or



 


		(e)	anything having a substantially similar effect to any of the events specified above happening under
the law of any applicable jurisdiction;



 


Intellectual Property Rights
means the rights comprised in any patent, copyright, design, trade mark, eligible layout or similar rights whether at common
law or by statute, rights to apply for registration under a statute in respect of those or like rights and rights to protect trade
secrets, know-how, goodwill or Confidential Information;


 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	3.



    

  


Parties means IML and MOKO,
and Party means either of them;


 


Percentage means the percentage
referred to in Item 5 of Schedule 1;


 


REC*IT means a mobile application
available via mobile web HTML5 and native applications with main features including aggregating of College Activities and information
including activity availability, schedules, results, standings and players. REC*IT aims to customize the experience to specific
users, by providing them with information relevant to the teams they play in and activities they partake in. In addition REC*IT
integrates socialization and communication strategies through existing social networking channels and embedded chat and media sharing
and Upgrades;


 


REC*IT Business means the
business of operating REC*IT;


 


REC*IT Data means all data
relating to the operation of REC*IT excluding the IML Data;


 


REC*IT Trademark means the
trade mark(s) related to REC*IT, whether registered or unregistered;


 


Retainer means the fee set
out in Item 3(a) of Schedule 1


 


Services means the services
set out in Schedule 2;


 


Term means the period specified
in Item 2 of Schedule 1;


 


Upgrades means the developments,
improvements, modifications, additions and updates made to REC*IT during the Term.


 


		1.2	Interpretation



 


In this Agreement, unless the context
otherwise requires:


 


		1.2.1	the Introduction is correct;



 


		1.2.2	headings do not affect interpretation;



 


		1.2.3	singular includes plural and plural includes singular;



 


		1.2.4	words of one gender include any gender;



 


		1.2.5	reference to legislation includes any amendment to it, any legislation substituted for it, and
any subordinate legislation made under it;



 


		1.2.6	a month is a calendar month;



 


		1.2.7	reference to a person includes a corporation, joint venture, association, government body, firm and any other entity;



 


		1.2.8	reference to a Party includes that Party’s personal representatives, successors and permitted
assigns;



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	4.



    

  


		1.2.9	reference to a thing (including a right) includes a part of that thing;



 


		1.2.10	a reference to conduct includes any omission and any statement or undertaking, whether or
not in writing;



 


		1.2.11	mentioning anything after include, includes or including does not limit what else might be included;



 


		1.2.12	a provision must not be construed against a Party only because that Party prepared it;



 


		1.2.13	if a thing is to be done on a day which is not a Business Day, it must be done on the Business
Day after that day;



 


		1.2.14	another grammatical form of a defined expression has a corresponding meaning;



 


		1.2.15	a reference to this Agreement or any other agreement or document is to this Agreement or that agreement
or document as amended, novated, supplemented, varied or replaced from time to time, except to the extent prohibited by this Agreement;
and



 


		1.2.16	monetary references are references to the United States dollars.



 


		2.	LICENSE



 


		2.1	Grant of Licenses



 


		2.1.1	Data License. Subject to
                                         the terms of this Agreement, IML grants to MOKO, and MOKO accepts the grant of, a non-transferable,
                                         exclusive (solely as to third parties), license to use the IML Data for the Term solely
                                         as necessary for the performance of its obligations under this Agreement (the Data
                                         License).



 


		2.1.2	API License. Subject to
                                         the terms of this Agreement, IML grants to MOKO, and MOKO accepts the grant of, a non-transferable,
                                         exclusive (solely as to third parties), license to use the API solely to allow MOKO to
                                         access and use the IML Data pursuant to the Data License (the API License).



 


		2.2	Restrictions on Use



 


		2.2.1	IML Data. MOKO will not (and will not permit any third party to) make any use or disclosure
of the IML Data that is not expressly permitted under this Agreement. Without limiting the foregoing, MOKO shall not (and will
not permit any third party to): (i) resell, distribute, or sublicense the IML Data; (ii) contact an individual using any information
contained in the IML Data, whether by e-mail, phone, mail, or otherwise, after the individual has opted out of receiving such contact;
(iii) store any IML Data, register IML accounts, or sign up for teams or fitness classes, provided, however, that
MOKO may temporarily store copies of the IML Data in RAM that are incidental to MOKO’s accessing and viewing of such IML
Data, and may temporarily store files pertaining to the IML Data as they are automatically cached on MOKO’s systems solely
for purposes of enhancing the performance of REC*IT; or (iv) use any information



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	5.



    

  


contained in the IML Data to
send any individual a communication that contains Objectionable Content. For purposes of this Agreement, “Objectionable
Content” means content that: (x) is pornographic, illegal, racist, libellous, defamatory, contrary to public policy,
infringing of a third party’s intellectual property or other rights, or otherwise unlawful; (y) contains hate speech, “spam,”
malicious code, adware, spyware or drive-by download applications; and/or (z) promotes pornography, the use of illegal substances,
illegal activity, racism, hate, “spam,” mail fraud, pyramid schemes, investment opportunities, or advice not permitted
by law.


 


		2.2.2	API. MOKO shall not (and
                                         will not permit any third party to): (i) use the API in a manner that is not in compliance
                                         with this Agreement or all federal, state, and local statutes and regulations; (ii) reverse
                                         engineer, decompile or disassemble any program code or otherwise attempt to discover
                                         the source code of the API; (iii) copy, modify, create derivative works of, sublicense,
                                         sell, lease, loan, rent, distribute, convey, pledge as security or otherwise encumber
                                         the API or any part thereof; (iv) remove proprietary notices or legends or other indicia
                                         of ownership included in or on the API; (v) place the API in the possession or under
                                         the control of any person other than an employee or agent of the MOKO.



 


		2.3	Limited Exclusivity



 


		2.3.1	For the avoidance of doubt, neither the Data License or the API License shall in any way affect
IML’s right to use the IML Data.



 


		2.3.2	During the Term:



 


		(a)	and for seven (7) years thereafter, MOKO and any affiliate of MOKO shall not directly or indirectly
in any capacity use or be involved in, any website and/or any website application that is similar to or competitive with the IML
Website.



 


		(b)	MOKO shall ensure that REC*IT shall
                                         solely and exclusively be accessible via a mobile specific service. For the avoidance
                                         of doubt, MOKO will ensure that REC*IT is not accessible via any non-mobile website,
                                         and that should a person attempt to access REC*IT via a normal, non-mobile website browser,
                                         it will display a warning that REC*IT is only to be accessed from a mobile device and
                                         said person shall not be able to access REC*IT via the non-mobile website browser (all
                                         of the foregoing the Moko Non-Mobile Obligation).



 


		(c)	IML and any affiliate of IML shall
                                         not directly or indirectly in any capacity use or be involved in, any native mobile application
                                         that is similar to or competitive with REC*IT with respect to College Activities (the
                                         Limited IML Non-Compete Obligation). Notwithstanding anything to the contrary,
                                         the Limited IML Non-Compete Obligation shall not apply to:



 


		(i)	any IML website (including the IML Website), including, without limitation, any IML website that is



 


*** Certain confidential information contained
in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406
promulgated under the Securities Act of 1933, as amended.


 




    	 



    	6.



    

  


created with responsive web design,
HTML 5, and/or that may be accessed via a mobile device; or


 


		(ii)	any IML website (including the IML Website) or any mobile application launched by or on behalf
of IML for the purpose of providing social, gamification, contest features and/or functionalities, and/or leagues specifically
designed for advertisers, adults, or any other leagues that do not comprise College Activities.



 


		2.4	Renewal



 


The Agreement may be renewed for
an additional term of a duration to be mutually agreed upon by the Parties, at IML’s option (the IML Renewal Option).
At least 30 days before the expiration of the Term, IML will provide MOKO written notice specifying if it wishes to exercise the
IML Renewal Option, or if it wishes to allow the Agreement to expire at the end of the Term.


 


		3.	SERVICES



 


In providing the Services, IML shall perform
the Services with due skill, care and diligence.


 


		4.	RESPONSIBILITIES OF THE PARTIES



 


Each Party shall use commercially reasonable
efforts to:


 


		4.1	Pre-launch



 


		4.1.1	cooperate with the other Party to:



 


		(a)	co-develop a technical strategy to achieve optimal results;



 


		(b)	assign appropriate resources to support the above;



 


		(c)	provide and adhere to a reasonable schedule for development;



 


		4.2	Post Launch And Ongoing



 


		4.2.1	resolve issues reported by the other Party;



 


		4.2.2	(a) continue to operate the IML Business and maintain the IML Website and API, in the case of IML,
and (b) operate the REC*IT Business and maintain REC*IT, in the case of MOKO;



 


		4.2.3	at its own cost and within a reasonable time, correct an error, defect, malfunction or nonconformity
in: (a) the IML Website and the API, in the case of IML, and (b) REC*IT, in the case of MOKO; and



 


		4.2.4	provide ongoing support services, as and when required, to (a) Individual IML Users and IML Users,
in the case of IML, and (B) Individual MOKO Users and Corporate Users, in the case of MOKO.



 


		4.2.5	(a) undertake any and all other necessary development work to enable the API to allow MOKO and
REC*IT to connect to IML data feeds and ingest that data within the REC*IT app, in the case of IML,



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	7.



    

  


and (b) provide any and all cooperation
requested by IML in this regard, in the case of MOKO.


 


		4.3	Marketing



 


Both Parties will jointly advertise,
market, and promote REC*IT to IML Users, colleges, Corporate Users and Individual IML Users as follows (the Promotion Obligation):


 


		4.3.1	MOKO’s responsibilities under the Promotion Obligation shall be mutually determined by the
Parties.



 


		4.3.2	IML’s responsibilities to promote REC*IT are solely limited to promoting REC*IT to IML Users
by:



 


		(a)	the inclusion of a note on every IML User’s home page of the IML Website displaying information
about REC*IT and a link to download REC*IT;



 


		(b)	the inclusion of promotional language in relation to REC*IT and/or endorsement of REC*IT at the
bottom of the majority of IML’s outgoing emails and materials to IML Users and colleges in a manner and form to be determined
by IML in its sole and absolute discretion.



 


		5.	RESPONSIBILITIES OF MOKO



 


		5.1	REC*IT



 


		5.1.1	MOKO will timely pay to IML all Fees as set out in Schedule 1.



 


		5.1.2	MOKO will accept and ingest the IML Data provided by IML into REC*IT.



 


		5.1.3	MOKO will at its own cost:



 


		(a)	maintain, develop and market, subject to Section 4.3 herein, REC*IT; and



 


		(b)	create, maintain and update the REC*IT Data.



 


		5.1.4	During the Term, MOKO shall host REC*IT. Except for scheduled and emergency maintenance, MOKO shall
use commercially reasonable efforts to ensure that REC*IT is available twenty-four (24) hours a day, seven (7) days a week.



 


		5.1.5	MOKO acknowledges and agrees that it shall remove any advertising placed on REC*IT that may, without
limitation, violate applicable law and/or any Corporate User’s policy.



 


		5.1.6	MOKO acknowledges and agrees that it shall enter into written agreements with Corporate Users and
Individual MOKO Users that contain terms that: (a) are no less restrictive and no less protective of IML than the terms set forth
in this Agreement and IML’s online user Terms and Conditions, which are available at http://www.imleagues.com/Portal.aspx?Portal=TermsCondition,
and



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	8.



    

  


(b) expressly and prominently
state that REC*IT is not owned or operated by IML.


 


		5.1.7	MOKO acknowledges and agrees that it may not initiate or otherwise make contact with Corporate
Users, Individual MOKO Users, or Individual IML Users in connection with IML, the IML Website, and/or the IML Data.



 


		5.1.8	MOKO acknowledges and agrees that,
                                         from time to time, one or more of IML’s advertiser clients may wish to place advertisements
                                         on REC*IT (IML Client Advertisements), and MOKO shall cooperate with IML
                                         directly to place such IML Client Advertisements on REC*IT subject to rates and availability
                                         as reasonably determined by REC*IT. Insertion orders may be issued by IML on behalf of
                                         their advertiser client, and invoicing shall be made out to IML based on terms of net
                                         30 days from the end of the month in which impressions were served.



 


		5.1.9	MOKO acknowledges and agrees that
                                         it shall give Individual MOKO Users and Corporate Users the options, and shall comply
                                         with any Individual MOKO Users and Corporate Users’ decision to exercise said options,
                                         of: (a) opting out of providing to MOKO certain types of data (the Opt Out Option),
                                         and (b) cancelling, deleting, and/or deactivating their accounts and/or registrations
                                         with MOKO (the Cancellation Option).



 


		5.1.10	Subject to the Moko Non-Mobile Obligation, MOKO acknowledges and agrees that within one (1) year
from the Commencement Date, MOKO must launch, and maintain thereafter for the duration of the Term, REC*IT in both native iPhone
and Android applications.



 


		6.	JOINT RESPONSIBILITIES



 


		6.1	License of Trade Marks



 


		6.1.1	IML will grant to MOKO a limited, non-transferrable, non-sublicenseable, and non-exclusive license
to use the IML Trade Mark solely for the purposes of:



 


		(a)	the Promotion Obligation during the Term; and



 


		(b)	an attribution of reasonable size,
                                         placement, and prominence on REC*IT that states, “Official Mobile Partner of IMLeagues”
                                         (the Attribution).



 


		6.1.2	MOKO shall delete or change the Attribution if requested by IML in IML’s sole discretion.



 


		6.1.3	MOKO will grant to IML a limited, non-transferrable, non-sublicenseable, and non-exclusive license
to use the REC*IT Trade Mark solely for the purposes of the Promotion Obligation during the Term.



 


		6.1.4	Each Party shall: (a) not use the other Party’s trade mark(s) in a way that would cause any
person reasonably to infer or would otherwise



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	9.



    

  


convey the impression that the
Parties are in any way affiliated with or otherwise acting on behalf of each other, (b) not do, omit to do, or permit to be done,
any act which will or may dilute the other Party’s trade marks or tarnish or bring into disrepute the reputation of or goodwill
associated with the other Party’s trade marks or the other Party, or (c) not apply for, or obtain, or assist any person in
applying for or obtaining any registration of the other Party’s trade mark, or any trade mark, service mark, trade name or
other indicia confusingly similar to the other Party’s trade marks.


 


		6.1.5	The Parties acknowledge that every use of the other Party’s trade marks shall inure to the
benefit of the other Party and that the provisions of this paragraph do not convey to a Party any right, title or ownership interest
in the other Party’s trade marks. Neither Party shall take any action or a lack of action that would in any way impair the
other Party’s proprietary rights. If either Party (an “Unintended Acquirer”) acquires any rights to the other
Party’s trade mark(s) (the “Trade Mark Owner”), by operation of law, or otherwise, such rights shall be deemed
and are hereby irrevocably assigned by the Unintended Acquirer to the Trade Mark Owner without further action by any of the Parties.
Each Party agrees not to dispute or challenge or assist any person in disputing or challenging the Trade Mark Owner’s rights
in and to the Trade Mark Owner’s trade marks or the validity of the Trade Mark Owner’s trade marks.



 


		6.2	Appointment of Representative



 


Each Party will appoint a representative
as a principal point of contact to deal with the other Party in respect of this Agreement.


 


		7.	FEES AND PAYMENT



 


		7.1	In consideration of the provision of the Services and the grant of the License, MOKO will pay to
IML:



 


		7.1.1	the Retainer; and



 


		7.1.2	the Fees.



 


		8.	INTELLECTUAL PROPERTY



 


		8.1	Ownership



 


		8.1.1	Title to and ownership of REC*IT and the REC*IT Data, including copies thereof and all Intellectual
Property Rights therein, will remain at all times with MOKO. No title or ownership of REC*IT or the REC*IT Data or any part of
it is transferred to IML.



 


		8.1.2	Title to and ownership of the IML Website, the API, and the IML Data, including copies thereof
and all Intellectual Property Rights therein, will remain at all times with IML. No title or ownership of the IML Website, the
API, and the IML Data or any part of it is transferred to MOKO.



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	10.



    

  


		8.2	Security



 


MOKO shall use commercially reasonable
measures to protect the IML Data and REC*IT Data at all times from unauthorised access or use.


 


		8.3	Infringements



 


		8.3.1	Each Party shall inform the other Party forthwith upon becoming aware of any third party infringement
of the other Party’s Intellectual Property Rights and/or challenges to the other Party’s ownership and/or right to
use the IML Website, the API, the IML Data, REC*IT or REC*IT Data (as the case may be) or any other matter that may reasonably
be expected to have a material effect on the IML Website, the API, the IML Data, REC*IT or REC*IT Data (as the case may be).



 


		8.3.2	The Parties shall cooperate and provide reasonable non-monetary assistance to each other to pursue
or defend the matters described in Section 8.3.1.



 


		9.	WARRANTIES, LIABILITIES AND INDEMNITIES



 


		9.1	Entity Status and Authority



 


		9.1.1	IML warrants to MOKO that it is a company duly existing under the laws of New Jersey and has full
corporate power and authority to enter into this Agreement and complete the transactions contemplated by this Agreement.



 


		9.1.2	MOKO warrants to IML that it is a company duly existing under the laws of Australia and has full
corporate power and authority to enter into this Agreement and complete the transactions contemplated by this Agreement.



 


		9.2	Mutual Warranties



 


The Parties warrant to each other
that:


 


		9.2.1	the execution, delivery and performance of this Agreement has been duly and validly authorised
by all necessary action on their part and this Agreement is a valid and binding agreement on them enforceable in accordance with
its terms; and



 


		9.2.2	entry to this Agreement and the performance of their obligations under this Agreement do not and
will not violate or conflict with or result in a breach of or constitute a default under or result in the imposition of any encumbrance
under the provisions of their constitutions or any other instrument.



 


		9.3	Warranties by IML



 


IML warrants to MOKO that:


 


		9.3.1	IML is currently the owner of, and/or has obtained the right to use and license as set forth in
this Agreement, the IML Website and the IML Data (free from encumbrances);



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	11.



    

  


		9.3.2	the use by MOKO of the IML Data in accordance with this Agreement:



 


		(a)	will not breach or infringe the rights, including any Intellectual Property Rights, of any person; and



 


		(b)	does not require any further consent of IML or anyone else.



 


		9.4	Warranties by MOKO 



 


Moko warrants to IML that:


 


		9.4.1	MOKO’s work on REC*IT shall be performed in a competent, professional, and workman-like manner,
in accordance with current industry standards;



 


		9.4.2	MOKO’s employees who work on REC*IT shall be qualified to perform the tasks and functions
which they are assigned; and



 


		9.4.3	REC*IT and all intellectual property therein will not infringe any Intellectual Property Right
of any third party.



 


		9.4.4	Advertisements on REC*IT shall not: (i) infringe any Intellectual Property Right, right of publicity,
or other proprietary rights of any third party; (ii) be threatening, tortious, defamatory, libellous, indecent, obscene, pornographic,
invasive of another’s privacy, or promote violence, alcohol, or tobacco products; or (iii) disclose any sensitive information
about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any
similar information.



 


		9.5	Disclaimer



 


Except as expressly set forth herein,
the IML Website, the API, the IML Data, REC*IT, and the REC*IT Data are provided “as is” and “as available,”
and neither Party makes any warranties with respect to same and hereby disclaims any and all express, implied or statutory warranties.
To the extent that either Party may not as a matter of applicable law disclaim any implied warranty, the scope and duration of
such warranty will be the minimum permitted under such law.


 


		9.6	Indemnities



 


Each Party (the Indemnifying
Party) shall indemnify, defend, and hold harmless the other Party (the Indemnified Party) from and against
all and any losses, liabilities, damages, fines, and related costs and expenses (including reasonable legal fees) which the Indemnified
Party may incur in connection with any third party claim, action, or proceeding to the extent arising from or relating to: (i)
any breach or default by the Indemnifying Party of its representations or warranties herein, (ii) the Indemnifying Party’s
gross negligence or wilful misconduct.


 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	12.



    

  


		9.7	Limitation of Liability



 


Except with respect to an indemnifying
Party’s indemnification obligations for third party claims under Section 9.6 or a party’s liability for breach
of its confidentiality obligations under Section 12: (A) in no event shall either Party be liable for any special, incidental,
indirect, or consequential damages of any kind arising out of or in connection with this Agreement, whether or not the Party has
been advised of the possibility of such damages, and (b) each Party’s maximum liability arising out of or in connection with
this Agreement, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), will not exceed
the amount of fees paid to IML by MOKO during the twelve (12) month period immediately preceding the claim.


 


		10.	TERMINATION



 


		10.1	Either Party may terminate this Agreement as follows:



 


		10.1.1	immediately upon the provision
                                         of written notice to the other Party if said Party is in material breach of any of its
                                         obligations under this Agreement which is not remediable, or if remediable, it has failed
                                         to remedy within fifteen (15) Business Days of written notice requiring it to do so (a
                                         Termination for Breach);



 


		10.1.2	immediately upon the provision of written notice to the other Party if said Party suffers an Insolvency
Event;



 


		10.2	IML shall have the right to terminate this Agreement immediately upon notice if thirty (30) or
more Corporate Users exercise their Cancellation Option.



 


		10.3	In the event of a Termination
                                         for Breach, the terminating Party shall pay to the non-terminating Party within thirty
                                         (30) days of the date of such termination (the TFB Date) twenty percent
                                         (20%) of Fees set forth in Schedule 1 that remain unpaid as of the TFB Date.



 


		10.4	For the avoidance of doubt, termination of this Agreement does not affect any existing or other
rights or claims of the Terminating Party in respect of this Agreement.



 


		11.	EXPIRATION



 


Upon the expiration of this Agreement
each Party shall, promptly return and procure the return to the other Party or, at the other Party’s direction, destroy, all property
of the other Party (including, all Confidential Information of that other Party) and shall not retain any copies of the same.


 


		12.	CONFIDENTIALITY



 


		12.1	The provisions and obligations of this Section 12 shall survive the expiration or early termination
of this Agreement.



 


		12.2	A Party (the Receiving Party)
                                         may only use Confidential Information of the other Party (the Disclosing Party):



 


		12.2.1	if necessary to perform the Receiving Party’s obligations under this Agreement; or



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	13.



    

  


		12.2.2	if the Disclosing Party otherwise consents to the use in writing.



 


		12.3	The Receiving Party may only disclose Confidential Information of the Disclosing Party:



 


		12.3.1	to the Receiving Party’s professional advisers and employees who have a need to know such Confidential
Information in connection with the Receiving Party’s performance of this Agreement;



 


		12.3.2	to the extent required to be disclosed
                                         by applicable law or by any authority or regulatory body having jurisdiction over the
                                         Receiving Party (a Legally Compelled Disclosure);



 


		12.3.3	if necessary to perform the Receiving Party’s obligations under this Agreement;



 


		12.3.4	if the Disclosing Party consents to the disclosure in writing;



 


		12.4	Notwithstanding any of the foregoing, Confidential Information does not include information which:



 


		12.4.1	is or becomes public knowledge without any action by, or involvement of, the Receiving Party;



 


		12.4.2	is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party;



 


		12.4.3	is independently developed by the Receiving Party without reference or access to the Confidential
Information of the Disclosing Party and is so documented; or



 


		12.4.4	is obtained by the Receiving Party without restrictions on use or disclosure from a third person
who, to the Receiving Party’s knowledge, did not receive it, directly or indirectly, from the Disclosing Party.



 


		12.5	The Receiving Party will protect the confidentiality of any Confidential Information disclosed
by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less
than a commercially reasonable degree of care).



 


		12.6	The Receiving Party will, prior to providing any affiliate, employee, or professional adviser access
to any Confidential Information of the Disclosing Party, inform such affiliate, employee, or professional adviser of the confidential
nature of such Confidential Information and require such affiliate, employee, or professional adviser to comply with the Receiving
Party’s obligations hereunder with respect to such Confidential Information. The Receiving Party will be responsible to the
Disclosing Party for any violation of this Section by any such affiliate, employee, or professional adviser.



 


		12.7	In the event the Receiving Party is required to undertake a Legally Compelled Disclosure (whether
by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or other process or otherwise), the
Receiving Party shall provide to the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party
may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	14.



    

  


Section. In the event that such
protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the
Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required
to be disclosed, and shall use its best efforts to ensure that confidential treatment shall be afforded such disclosed portion
of the Confidential Information.


 


		12.8	In this Section 12, the term “Confidential Information” means:



 


		12.8.1	any term of this Agreement;



 


		12.8.2	trade secrets, know-how, financial data, accounting information, statistics, research, scientific,
technical, product, market or pricing information of a Party or relating to a Party’s systems, business, employees or contractors;



 


		12.8.3	any other information belonging to a Party that is marked “confidential”;



 


		12.8.4	the IML Data; and



 


		12.8.5	any other information belonging to a Party which would be reasonably understood to be of a confidential
nature.



 


		13.	TAXES AND WITHHOLDING TAXES



 


		13.1	All amounts payable by MOKO to IML under this Agreement are inclusive of all applicable taxes.



 


		13.2	If at any time any applicable law requires MOKO to make any deduction or withhold any moneys in
respect of United States taxes from any payment to IML under this Agreement, MOKO shall:



 


		13.2.1	notify IML of the nature of that requirement promptly after MOKO becomes aware of it;



 


		13.2.2	ensure that any such deduction or withholding does not exceed the minimum amount legally required;



 


		13.2.3	pay to the relevant United States authority the full amount of any such deduction or withholding
within the time for payment allowed under applicable law; and



 


		13.2.4	promptly deliver to IML copies of any receipts, certificates or other proof evidencing the amounts
(if any) paid or payable in respect of any such deduction or withholding.



 


		14.	DISPUTE RESOLUTION



 


		14.1	If a dispute arises between the
                                         Parties in respect of any matter arising from this Agreement (Dispute), a
                                         Party seeking to so resolve a Dispute must notify the existence and nature of the Dispute
                                         to the other Party (Notification). Upon receipt of a Notification, the
                                         other Party must refer the Dispute to its directors(s) (or nominees) for resolution.



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	15.



    

  


		14.2	If the Dispute has not been resolved within one (1) month of the Notification, then either Party
may take any action it considers necessary to resolve the Dispute.



 


		14.3	Nothing in this Section 14 will prevent either Party from seeking interlocutory relief through
courts of appropriate jurisdiction.



 


		15.	FORCE MAJEURE



 


Except with respect to failure
to pay any amount due under the Agreement, non-performance of either Party shall be excused to the extent that performance is
rendered impossible by an act of God, war, civil disturbance, strike, fire, flood, catastrophic weather condition, earthquake,
governmental acts, orders or restrictions, failure of suppliers, Internet or telecommunications failure, computer virus, third
party interference or other third party software or hardware that may cause interruptions, delays or other problems or losses,
failure or fluctuation in electrical power or other utility services, or any other reason where failure to perform is beyond the
control and not caused by the negligence of the non-performing Party.


 


		16.	ENTIRE AGREEMENT



 


The Parties agree that there
are no conditions, warranties or other terms affecting the agreement between the Parties other than those embodied in this Agreement
and the documents referred to in this Agreement and that this Agreement and the documents referred to in this Agreement contain
the whole of the agreement between the Parties.


 


		17.	ASSIGNMENT AND NOVATION



 


Each Party must not assign or
novate the benefits of any rights conferred on that Party under this Agreement to any person without the prior written consent
of the other Party which consent must not be unreasonably withheld, conditioned, or delayed; provided, however,
that a Party may, upon written notice to the other Party and without the consent of the other Party, assign or otherwise transfer
this Agreement in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests,
sale of all or substantially all assets, or otherwise).


 


		18.	WAIVER



 


		18.1	Waiver of any right arising from a breach of this Agreement must be in writing and signed by the
Party granting the waiver.



 


		18.2	A failure or delay in exercise, or partial exercise, of a right arising from a breach of this Agreement
does not result in a waiver of that right.



 


		18.3	A Party is not entitled to rely on a delay in the exercise or non-exercise of a right arising from
a breach of this Agreement or from a default under this Agreement as constituting a waiver of that right.



 


		18.4	A Party may not rely on any conduct of the other Party as a defence to exercise of a right by that
other Party.



 


		18.5	This Section may not itself be waived except by writing.



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	16.



    

  


		19.	MODIFICATION



 


The provisions of this Agreement
shall not be modified, except by agreement in writing signed by the Parties.


 


		20.	RELATIONSHIP



 


		20.1	Each Party is an independent contractor of the other Party and is not an agent or employee of the
other Party.



 


		20.2	A Party does not have any authority to bind or contract the other Party in any manner whatsoever
and a Party will not at any time hold itself out to third parties as having authority to enter into or incur any commitments, expenses,
liabilities or obligations of any nature on behalf of the other Party.



 


		21.	NON-SOLICITATION



 


During the Term and for twelve
(12) months thereafter, neither Party nor its affiliates (each a “Soliciting Party”) shall solicit, induce or
encourage any employee, agent, or contractor of the other Party (the “Non-Soliciting Party”) to accept an offer
of employment. Should an offer prohibited by the preceding sentence be made and an employee, agent, or contractor of the Non-Soliciting
Party be successfully employed by the Soliciting Party or its affiliates, the Soliciting Party shall pay the Non-Soliciting Party
an amount equal to six (6) months of salary and/or fees, as the case may be, of the enticed employee, agent, or contractor at the
rate paid by the Non-Soliciting Party immediately prior to such employee, agent, or contractor leaving the Non-Soliciting Party’s
employment. The restrictions set forth in this Section shall not apply to individuals hired by a Party or its affiliates as a result
of a general solicitation (such as a newspaper, radio, web or television advertisement) not directed specifically to an employee,
agent, or contractor of a Party.


 


		22.	FURTHER ASSURANCES



 


The Parties will sign all documents
and do all things necessary or desirable to give effect to this Agreement and will procure its officers, employees, agents and
sub-contractors to declare, make or sign all documents and do all things necessary or desirable to give full effect to this Agreement.


 


		23.	SURVIVAL



 


		23.1	Subject to any provision to the contrary, this Agreement will inure to the benefit of and be binding
upon the Parties and their successors, trustees, permitted assigns or receivers but shall not inure to the benefit of any other
persons.



 


		23.2	The covenants, conditions and provisions of this Agreement which expressly or by their nature are
intended to remain in effect after the expiration or termination of the Agreement shall remain in full force and effect following
the expiration or termination of the Agreement.



 


		24.	SEVERABILITY



 


		24.1	Any provision of, or the application of any provision of, this Agreement which is prohibited in
any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	17.



    

  


		24.2	Any provision of, or the application of any provision of, this Agreement which is void, illegal
or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction
or of the remaining provisions in that or any other jurisdiction.



 


		24.3	Where any provision of this Agreement is void, illegal or unenforceable, it may be severed without
affecting the enforceability of the other provisions of this Agreement.



 


		25.	GOVERNING LAW



 


		25.1	This Agreement is governed by the internal, substantive laws of the State of New Jersey.



 


		25.2	The Parties irrevocably submit to the exclusive jurisdiction of the courts of New Jersey for all
suits, actions or proceedings directly or indirectly arising out of or relating to the Agreement, and waive any and all objections
to such courts, including but not limited to objections based on improper venue or inconvenient forum.



 


		26.	NOTICES



 


		26.1	Notice may be given to a person:



 


		26.1.1	personally;



 


		26.1.2	by leaving it at the person’s address;



 


		26.1.3	by sending it by pre-paid mail to the person’s address;



 


		26.1.4	by sending it by facsimile to the person’s facsimile number or by email to the person’s email
address and then confirming it by pre-paid mail to the person’s address.



 


		26.2	Notice is deemed to be received by the addressee:



 


		26.2.1	when left at the addressee’s address;



 


		26.2.2	if sent by pre-paid mail, on the fifth Business Day after posting;



 


		26.2.3	if sent by facsimile and confirmed by pre-paid mail, at the time and on the day shown in a sending
machine’s transmission report which indicates that the whole facsimile was sent to the addressee’s facsimile number last notified
(or if the day shown is not a Business Day or the time shown is after 5pm at the addressee’s location, at 9am on the next Business
Day at the addressee’s location); and if sent by email and confirmed by pre-paid mail, at 9am on the next Business Day after it
was sent, if the sender’s transmission report shows that the notice was sent to the person’s email address.



 


		27.	EXECUTION



 


This Agreement may be executed
in counterparts by the respective Parties, each of which when so executed shall be deemed to be an original and all of which-taken
together shall be of no force and effect until the counterparts are exchanged.


 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	18.



    

  


EXECUTED as an agreement on October 10th,
2013


 


	EXECUTED by	 	 
	IMLeagues LLC	 	 
	 	 	 
	/s/ Gregory Myers	 	/s/ Douglas Myers
	Director	 	Director
	 	 	 
	Gregory Myers	 	Douglas Myers
	Name (Please Print)	 	Name (Please Print)
	 	 	 
	EXECUTED by	 	 
	MOKO Social Media Limited	 	 
	 	 	 
	/s/ Ian Rodwell	 	/s/ Greg McCann
	Director	 	Director/Secretary
	 	 	 
	Ian Rodwell	 	Greg McCann
	Name (Please Print)	 	Name (Please Print)


 


*** Certain confidential information contained in this document,
marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated under
the Securities Act of 1933, as amended


 




    	 



    	19.



    

 


	Schedule
    1 - Fees


 


		Item 1:	Commencement Date



 


October 10th, 2013


 


		Item 2:	Term



 


The period that commences on the
Commencement Date and ends on the Dec 31st, 2016.


 


		Item 3:	Fees



 


		(a)	Retainer – USD$ [***]   per month, payable monthly on the first of each month.



 


		(b)	Fees:



 


On the relevant Payment Date,
if IML satisfies all of the conditions and agreed responsibilities referred to in Items 4 and 6 in this document, IML will be entitled
to:


 


		(i)	the Fee referred to below; and



 


		(ii)	the Bonus (if applicable).



 


Year 1


 


	Payment
    Date	 	Fee
    (USD)
	 	 	 
	On the Commencement Date	 	A one-time fee of $ [***] payable within 30 days of the Commencement Date
	 	 	 
	On Dec 31st, 2013	 	$ [***]
	 	 	 
	On the date that is 6 months after the Commencement Date	 	$ [***]
	 	 	 
	On the date that is 9 months after the Commencement Date	 	$ [***]


 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 406 promulgated under the Securities Act of 1933, as amended.


 




    	 



    	20.



    

  


Year 2


 


	Payment
    Date	 	Fee
    (USD)
	 	 	 
	On the first anniversary of the Commencement Date	 	$ [***]
	On the date that is 6 months after the first anniversary of the Commencement Date	 	$ [***]
	On the date that is one day prior to the second anniversary of the Commencement Date	 	$ [***]


 


Year 3


 


	Payment
    Date	 	Fee
    (USD)
	 	 	 
	On the second anniversary of the Commencement Date	 	$ [***]
	On the date that is 6 months after the second anniversary of the Commencement Date	 	$ [***]


 


		Item 4:	KPIs



 


		(a)	In relation to the first Fee of
                                         $ [***]      in Year 1 (First Fee Payment), the completion of the data feeds as required
                                         by MOKO within [*] days of the date of this Agreement.



 


		(b)	Other than in relation to the First Fee Payment,



 


on the relevant Payment Date
of a Fee, not less than [**]   IML Users shall be using IML Websites and if this number falls below [***] a Percentage of a Fee is
payable.


 


		Item 5:	Percentage



 


In calculating a Fee, the Percentage
applicable will be determined by reference to the following table:


 


	Minimum
    No. of IML Users throughout the

    period in respect of which the Fee relates	 	Percentage
	 	 	 
	[***]       IML Users	 	[***]
	 	 	 
	[***]           IML Users	 	[***]


 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	21.



    

  


	Minimum No.
    of IML Users throughout the

    period in respect of which the Fee relates	 	Percentage
	 	 	 
	[***]          IML Users	 	[***]
	 	 	 
	[***]          IML Users	 	[***]
	 	 	 
	[***]          IML Users	 	[***]
	 	 	 
	[***]          IML Users	 	[***]
	 	 	 
	[***]          IML Users	 	[***]
	 	 	 
	[***]          IML Users	 	[***]
	 	 	 
	[***]          IML Users	 	[***]
	 	 	 
	[***]          IML Users	 	[***]


 


		Item 6:	Bonus



 


If, throughout a year of the Term to which the Bonus
relates, the number of IML Users exceeds [*]   , MOKO will pay to IML USD$ [***] for each additional IML User in excess [***]     on
the last day of that year.


 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	22.



    

 


	Schedule
    2 – Services


 


		1.	Provide commercially reasonable technical support, advice and assistance to MOKO upon reasonable
request to facilitate MOKO’s development, marketing and maintenance of REC*IT.



 


		2.	Provide MOKO with data feed in a commercially reasonable
                                         format to allow MOKO to gain 24 hour access to the IML Data.



 


		3.	Create a login setup for users that utilizes standard OAuth (open authorization) that enables
users to, at their sole discretion, give IML permission to share certain IML Data with MOKO without sharing their security credentials
and any other information users designate should not be shared.



 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.


 




    	 



    	23.



    

  


		4.	Schedule 3 – IML Data



 


The IML Data shall consist of read
only access to the following:


 


Personal Information of the
user who Logs In: name, age, gender, year in school, grad year, school affiliation, and e-mails (from users that agree to allow
IML to share it with third parties such as MOKO).


 


Other Information: Teammates
(including teammate names, profile picture, gender), teams, game schedules, scores, standings, registration dates, fitness classes,
recreation venues, news and announcements, leagues, divisions, statistics, other teams and rosters of those teams.


 


*** Certain confidential information contained in this
document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 promulgated
under the Securities Act of 1933, as amended.