Joint Venture Agreement


 


This Joint Venture Agreement ("Agreement"), made on May
5, 2014 by and between Cubed, Inc., of 830 S 4th St, Las Vegas, Nevada 89101 and Small Screen Casinos LTD, of Inchalla, Le Val,
Alderney, GY9 3 TA. The parties are hereinafter sometimes referred to together as the "Joint Venturers" or the "Parties"
and individually as a "Joint Venturer" or "Party."


 


The Parties wish to establish a Joint Venture to develop and deploy
Fremium casino style games. It is possible that in the future may become pay games with mutual agreement of both parties (the "Joint
Venture"); and


 


The Parties wish to enter into an agreement to carry out the purpose
of the Joint Venture and to define the respective rights and obligations of the Parties with respect to the Joint Venture.


 


Therefore, in consideration of the mutual promises, covenants, warranties
and conditions herein, the Joint Venturers agree as follows:


 


Name. The parties hereby form and establish a Joint Venture
to be conducted under the name of Casino Game Cubes, Inc., (hereinafter referred to as the "Joint Venture"). The Joint
Venturers agree that the legal title to the Joint Venture property and assets, including the Joint Venture itself, shall remain
in the name of the Joint Venture.


 


Place of Business & Term. The principal place of business
of the Joint Venture shall be located at 830 S. 4th St., Las Vegas, NV, 89101. The term of the Joint Venture shall commence on
the execution date hereof and shall continue until May 5th 2019 provided, however, that the Joint Venture shall be dissolved prior
to such date upon the sale or disposal of the Joint Venture and the payment or satisfaction of all debts of the Joint Venture.


 


Purpose. The Joint Venturers form this Joint Venture to:
To develop and deploy freemium casino style games. To the extent set forth in this Agreement, each of the Joint Venturers shall
own an undivided fractional part in the business. The Joint Venture shall not engage in any other business or activity without
the written consent of the Joint Venturers.


 


Capital. Separate capital accounts shall be maintained for
each Joint Venturer and shall consist of the sum of its contributions to the capital of the Joint Venture plus its share of the
profits of the Joint Venture, less its share of any losses of the Joint Venture, and less any distributions to or withdrawals made
by or attributed to it from the Joint Venture.


 


The contributions from each of the Joint Venturers, for the purpose
of this Joint Venture, is the sum set after the name of each Joint Venturer as follows:


 


Cubed, inc. $0.00


Small Screen Casinos LTD $0.00


 


The Joint Venturers shall make such other capital contributions
required to enable the Joint Venture to carry out its purposes as set forth herein as the Joint Venturers may mutually agree upon.
The Joint Venturers shall arrange for or provide any financing as may be required by the Joint Venture for carrying out the purposes
of the Joint Venture. The terms and conditions of all such loans shall be subject to prior approval of the Joint Venturers. The
Joint Venturers shall endorse, assume, or guarantee such obligations of the Joint Venture as the Joint Venturers may mutually agree
upon.


 


Percentage Interest In The Joint Venture. The respective
percentage interest in the Joint Venture owned by each Joint Venturer, respectively, is as follows:


 


Cubed, inc. 51


Small Screen Casinos LTD 49



    	 



    	 



    




 


Profits. The net profits as they accrue for the term of this
Agreement or so long as the Joint Venturers are the owners in common of the business interest, shall be distributed between the
Joint Venturers, based on the respective percentage interest in the Joint Venture owned by each Joint Venturer as follows:


 


Cubed, inc. 50


Small Screen Casinos LTD 50


 


Expenses of Venture. All losses and disbursements in acquiring,
holding and protecting the business interest and the net profits shall, during the period of the venture, be paid by the Joint
Venturers, in the ratio which the contribution of each Joint Venturer bears to the total contributions.


 


Duties of Joint Venturers.


The duties of Cubed, Inc. are: Cubed will provide the Cube platform
plus marketing within its ecosystem.


 


The duties of Small Screen Casinos LTD are: Small Screen Casinos
will provide the fremium casino games plus marketing of the games within its jurisdictions as described in Addendum 1 (Development
/ Deployment) attached hereto.


 


Powers of Joint Venturers. The following powers may be exercised
only upon the consent of the Joint Venturers:


 


(a) The power to borrow money on the general credit of the Joint
Venture in any amount, or to create, assume, or incur any indebtedness to any person or entity;


(b) The power to make loans in any amount, to guarantee obligations
of any person or entity, or to make any other pledge or extension of credit;


(c) The power to purchase or otherwise acquire any other property
except in the ordinary course of business of the Joint Venture;


(d) The power to sell, encumber, mortgage or refinance any loan
or mortgage on any of the Joint Venture property;


(e) The power to confess any judgment against the Joint Venture,
or to create, assume, incur or consent to any charge (including any deed of trust, pledge, encumbrance or security interest of
any kind) upon any property or assets of the Joint Venture;


(f) The power to spend any renovation or remodeling funds or to
make any other expenditures except for routine day-to-day maintenance and operation of the Joint Venture.


 


Confidential Information. "Confidential Information"
means nonpublic information that (a) the disclosing Party designates as confidential, or (b) which, under the circumstances surrounding
disclosure, ought to be treated as confidential. Confidential Information may include, without limitation, Technology, Technology
Improvements, Derivative Works, Intellectual Property Rights, Marketing Materials, ideas, know-how, methods, formulae, processes,
designs, apparatus, devices, techniques, systems, flow charts, sketches, photographs, plans, drawings, specifications, computer
programs or software, samples, studies, findings, data, reports, projections, plant and equipment expansion plans, lists or identities
of employees, customers or X6Ds, financial statements or other financial information, pricing information, cost and expense information,
product development and marketing plans, compositions of matter, discoveries and inventions (whether or not patentable), works
of authorship (whether or not protected under copyright laws), information, algorithms, procedures, notes, summaries, descriptions,
results and the like.


 


Derivative Works. "Derivative Works" means works
that are based upon one or more pre-existing works, such as: (a) for copyrightable or copyrighted material, any translation, portation,
modification, correction, addition, extension, upgrade, improvement, compilation, abridgment, revision or other form in which such
material may be recast, transformed, or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for
material that is protected by trade secret, any new material derived from such existing trade secret material, including new material
that may be protected by any of copyright, patent, and trade secret.


 



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Intellectual Property Rights. "Intellectual Property
Rights" means any and all patent, copyright, trademark, trade secret, know-how, trade dress or other intellectual or industrial
property rights or proprietary rights (including, without limitation, all claims and causes of action for infringement, misappropriation
or violation thereof and all rights in any registrations, applications and renewals thereof), whether existing now or in the future,
whether worldwide or in individual countries or political subdivisions thereof, or regions, including, without limitation, the
United States.


 


Technology. "Technology" means materials, packaging,
products, know-how and methods of manufacturing thereof as provided by a Party herein, and including all Intellectual Property
Rights embodied therein and any Derivative Works thereof. Technology further means, without limitation, any designs, materials,
methods, formulae, processes, technology, apparatus, devices, techniques, systems, flow charts, sketches, photographs, plans, drawings,
specifications, proprietary information, know-how, trade secrets, computer programs or software, samples, studies, findings, data,
reports, projections, manufacturing specifications and methods, testing specifications and methods, pricing information, cost and
expense information, product development and marketing plans, compositions of matter, discoveries and inventions (whether or not
patentable), works of authorship (whether or not protected under copyright laws), information, algorithms, procedures, notes, summaries,
descriptions and development results related to any materials, packaging, products, know-how and methods of manufacturing thereof.


 


Technology Improvements. "Technology Improvements"
means any proprietary information, know-how, trade secrets, programs, designs, processes, methods, formulae, compositions of matter,
documents, materials, technology, data, Intellectual Property Rights, or Derivative Works in developments and/or conceptions created,
obtained or developed by either Party alone (including through the efforts of any independent contractor or affiliate of that Party)
or together with the other Party that: (a) are based on, derived from or are direct improvements to Technology, (b) can be used
in or in the production of Technology, or (c) provide alternatives for use in the production of Technology that, if so used, reasonably
would: (i) add Technology capability or increase Technology efficiency or quality, (ii) reduce Technology manufacturing or Technology
costs, and/or (iii) facilitate the manufacturing of Technology.


 


Treatment of Proprietary and Confidential Information.


 


1.In connection with the performance of this Agreement, each
Party contemplates the disclosure by it of certain Confidential Information to the other Party. Each Party considers its Confidential
Information to be an asset of substantial commercial value, having been developed at considerable expense, but will disclose such
information to the other Party under the terms and conditions of this Agreement.


 


 (a)During the Term and continuing
thereafter for 2 year(s) from the termination or expiration of the Agreement, the Party receiving Confidential Information ("Receiving
Party") from the disclosing Party ("Disclosing Party") shall (i) treat all Confidential Information disclosed by
the Disclosing Party as secret and confidential and shall not disclose all or any portion of the Confidential Information to any
other Person, except as provided in section 1.1(b), (ii) not use any of such Confidential Information except in the performance
of the Receiving Party's covenants and obligations or otherwise as contemplated under this Agreement, and (iii) restrict access
to Confidential Information to the Receiving Party's employees (including contractors, accountants and counsel and similar representatives)
who have a need to know such information in connection with the performance of the Receiving Party's obligations and covenants
under this Agreement and shall be responsible to ensure that such employees maintain the terms of confidentiality and nonuse as
required in this Agreement.


 


 (b)In the event that either Party
desires to use a third party service provider ("Service Provider"), including, for example, an engineering design firm
or a contract manufacturer, to develop or produce the Product using Technology or Technology Improvements, all Parties to this
Agreement must first enter into at least an acceptable non-disclosure and technology ownership agreement with the Service Provider.
Neither Party to this Agreement may disclose any Confidential Information to a Service Provider unless (i) both Parties to this
Agreement have individually entered into a non-disclosure agreement with the Service Provider and (ii) the Service Provider has
a presence in the United States and is able to be served legal documents in the United States or agrees, in writing, that it can
be served and that United States Courts have personal jurisdiction over the Service Provider.



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2.Notwithstanding anything to the contrary herein, Confidential
Information shall not include any information that: (a) is presently in the Receiving Party's possession, provided that such information
has not been obtained from the Disclosing Party and that such possession can be demonstrated by the Receiving Party's written records;
(b) is, or becomes, generally available to the public through no act or omission of the Receiving Party; (c) is received by the
Receiving Party in written form from a third party having no binding obligation to keep such information confidential; or (d) is
required to be disclosed by law, upon the advice of legal counsel..


 


3.Specific Confidential Information shall not be deemed to be
available to the public or in the possession of the Receiving Party merely because it is embraced by more general information so
available or in said Receiving Party's possession, nor shall a combination or aggregation of features which form confidential information
be deemed to be non-confidential merely because the individual features, without being combined or aggregated, are non-confidential.


 


4.Each of the Parties hereby agrees that all written or other
tangible forms of Confidential Information (including any materials generated by the Receiving Party related to any Confidential
Information) shall be and remain the property of its owner and shall be promptly returned to the owner upon the written request
of the owner.


 


5.Neither the Agreement nor the disclosure of any information
by the Disclosing Party shall be deemed to constitute by implication or otherwise, a vesting of any title or interest or a grant
of any license, immunity or other right to the Receiving Party with regard to the Confidential Information. Additionally, except
as expressly provided in this Agreement, the execution of the Agreement shall not operate, directly or indirectly, to grant to
either Party any rights under any patent, trade secret or know-how now or hereafter owned by or licensed to the other Party.


 


6.Each Party warrants that it is the rightful owner of the Confidential
Information to be disclosed under this Agreement and that it has the lawful right to make such disclosure.


 


7.In the event that the Receiving Party or any of its representatives
are requested or required to disclose Confidential Information pursuant to a subpoena or an order of a court or government agency,
the Receiving Party shall (a) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding the governmental
request or requirements; (b) consult with the Disclosing Party on the advisability of taking steps to resist or narrow the request;
(c) if disclosure of Confidential Information is required, furnish only such portion of the Confidential Information as the Receiving
Party is advised by counsel is legally required to be disclosed; and (d) cooperate with the Disclosing Party in its efforts to
obtain an order or other reliable assurance that confidential treatment be accorded to that portion of the Confidential Information
that is required to be disclosed.


 


Because money damages may not be a sufficient remedy for any breach
of this Section of the Agreement by the Receiving Party, the Disclosing Party shall be entitled to seek equitable relief, including
injunction and specific performance, as a remedy for any such breach of this Section. Such remedy shall not be deemed to be the
exclusive remedy for a breach of this Section of the Agreement by the Receiving Party, but shall be in addition to all other remedies
available at law or equity to the Disclosing Party. In the event of litigation relating to the Agreement, if a court of competent
jurisdiction determines that the Receiving Party has breached this Section of the Agreement, then the Receiving Party shall be
liable and pay to the Disclosing Party the reasonable attorneys' fees, court costs and other reasonable expenses of litigation,
including any appeal therefrom. The Receiving Party further agrees to waive any requirement for the posting of a bond in connection
with any such equitable relief.


 


No Liability to Third Parties. The debts, obligations and
liabilities of either Joint Venturer, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of such Joint Venturer, and no other Party shall be obligated for any such debt, obligation or liability of such Joint
Venturer solely by reason of being a party to this Agreement or an equity holder of a JV Company.



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Deadlock. In the event the Joint Venturers are divided on
a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the
Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to
as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred
to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of
the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase
price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the
Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint
Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the
Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the
Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election,
that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the
Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer
pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other
Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an
offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed
to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.


 


Legal Title to the Joint Venture. The Joint Venturers agree
that the legal title to the Joint Venture property and assets, including the Joint Venture itself, shall remain in the name of
the Joint Venture.


 


Transfers Of Joint Venturers' Interests. Except as otherwise
expressly permitted herein, no Joint Venturer may sell, transfer, assign or encumber its interest in the Joint Venture, or admit
additional Joint Venturers, without the prior written consent of the other Joint Venturer. Any attempt to transfer or encumber
any interest in the Joint Venture in violation of this Section shall be null and void.


 


The obligations and Rights of Transferees are as follows:


(a)Any person who acquires in any manner whatsoever any interest
in the Joint Venture, irrespective of whether such person has accepted and adopted in writing the terms and provisions of this
Agreement, shall be deemed by the acceptance of the benefit of the acquisition thereof to have agreed to be subject to and bound
by all the obligations of this Agreement that any predecessor in interest of such a person was subject to or bound by;


(b)The person acquiring an interest in the Joint Venture shall
have only such rights, and shall be subject to all of the obligations, as are set forth in this Agreement; and, without limiting
the generality of the foregoing, such a person shall not have any right to have the value of its interest ascertained or receive
the value of such interest or, in lieu thereof, profits attributable to any right in the Joint Venture, except as herein set forth.


 


Termination. Upon the termination or dissolution of the Joint
Venture, the Joint Venturers shall proceed to liquidate the Joint Venture, and all proceeds of such liquidation shall be applied
and distributed in the manner set above according to the interests held by each party in the Joint Venture. A reasonable time shall
be allowed for the orderly liquidation of the Joint Venture's assets in order to minimize losses normally attendant upon such liquidation.


 


Notice. Any notices to be given under this Agreement by either
party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid
with return receipt requested. Mailed notices must be addressed to the addresses of the parties as they appear in the introductory
paragraph of this Agreement. Each party may change its address by written notice in accordance with this paragraph. Notices delivered
personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of 7 calendar days after
mailing.


 



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Arbitration and Attorney's Fees. Any controversies or disputes
arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial
Arbitration Rules of the American Arbitration Association. The Joint Venturers shall select a mutually acceptable arbitrator knowledgeable
about issues relating to the subject matter of this Agreement. In the event the Joint Venturers are unable to agree to such a selection,
each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside
jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the Joint
Venturers, or otherwise mutually agreed upon by the Joint Venturers. All documents, materials, and information in the possession
of each party that are in any way relevant to the dispute shall be made available to the other Joint Venturer for review and copying
no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision
of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint
orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the Joint Venturers,
and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall
be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties
shall continue to perform their respective obligations under this Agreement. Any arbitration shall take place in Las Vegas, Nevada
and be subject to Nevada Law and Jurisdiction.


 


Miscellaneous Partition. The Joint Venturers hereby mutually
waive any right of partition which they may have with respect to the Joint Venture and any noncash assets of the Joint Venture.


 


Fees and Commissions. Each Joint Venturer hereby represents
and warrants to the other that it has not incurred or obligated the Joint Venture for any brokerage, finder's or other similar
fees or commissions in connection with the transactions covered by this Agreement or in connection with acquiring the Joint Venture
or forming this Joint Venture. Each Joint Venturer hereby agrees to indemnify and hold harmless the other from and against all
liabilities, costs, damages and expenses from any breach or alleged breach of the foregoing representation.


 


Waiver. Failure on the part of either Joint Venturer to complain
of any act of the other Joint Venturer or to declare the other Joint Venturer in default, irrespective of how long such failure
continues, shall not constitute a waiver by such Joint Venturer of its rights hereunder. No waiver of, or consent to, any breach
or default shall be deemed or construed to be a waiver of, or consent to, any future breach or default.


 


Severability. If any provision of this Agreement or the application
thereof shall be determined by a court of competent jurisdiction to be invalid and unenforceable, the remainder of this Agreement
and the application of the other provisions herein contained shall not be affected thereby, and all such other provisions shall
remain effective and in force and shall be enforced to the fullest extent permitted by law.


 


Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the Joint Venturers, and their heirs, successors and assigns.


 


Duplicate Originals. This Agreement may be executed in duplicate,
with each such duplicate to be considered an original for all purposes.


 


Construction of Agreement. (a) The captions 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 provision thereof. (b) As used herein, the word "person" shall include the individuals, corporations,
partnerships and other entities of any type. In this Agreement, the use of any gender shall be applicable to all genders, and the
singular shall include the plural, and the plural shall include the singular.


 


Other Activities of Joint Venturers. Any Joint Venturer may
engage in other business ventures of every nature and neither the Joint Venture nor the other Joint Venturer shall have any right
in such independent ventures or the income and profits derived therefrom.



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Entire Agreement. This Agreement is intended by the Joint
Venturers to be the final expression of their agreement and the complete and exclusive statement of the terms thereof, notwithstanding
any representations or statements to the contrary heretofore made.


 


Amendments. This Agreement may be amended by the Parties
hereto at any time prior; provided, however, that any amendment must be by an instrument or instruments in writing signed and delivered
on behalf of each of the Parties hereto.


 


Governing Law; Consent to Personal Jurisdiction. This Agreement
will be governed by the laws of the State of Nevada without regard for conflicts of laws principles. Each Joint Venturer hereby
expressly consents to the personal jurisdiction of the state and federal courts located in the state of Nevada, City of Las Vegas
for any lawsuit filed there against any party to this Agreement by any other party to this Agreement concerning the Joint Venture
or any matter arising from or relating to this Agreement.


 


In witness whereof, the Joint Venturers have signed and sealed this
Agreement.


Executed by the Joint Venturers name above with the intent of being
legally bound.


 


 


/s/ Joseph White


Cubed, Inc. 


Date: May 30, 2014


 


 


/s/ Authorized Signatory


Small Screen Casinos LTD 


Date: May 30, 2014




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ADDENDUM 1


(Development / Deployment)


Casino Games on Cubed


 


		·	Games to be played in a non-gaming capacity to avoid licensing issues.



 


		·	Players purchase coins / credits that allow them to play all SSC’s
casino games.



 


		·	Billing options to be discussed. For now assumed that a 30% revenue
based on current in app commission rates.



 


		·	CRM platform to be adapted around game play and player retention.



 


		·	Games to be played on the mobile web (wifi) / with mobile data (3 /
4G) within the Cube platform.



 


		·	Leader boards and League tables for local / national winners.



 


		·	Loyalty / reward center to be created with affiliated brand sponsored
products to be given to player or most valuable customers.



 


		·	SSC to provide peer to peer gaming options as well, like Heads Up poker,
Bingo and Lotto – all proprietary exclusive content to SSC.



 


		·	No other gaming propositions will be allowed on the platform.



 


		·	Contribution calculations are toward joint fixed cost. It is not anticipated
that there will be on-going fixed costs but if there are they will be paid by the jv before distribution of profit.



 








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