EXCLUSIVE
LICENSE AGREEMENT


 


 


THIS
AGREEMENT effective May 21, 2015 is entered into by and between Artesanias Corp. a Nevada corporation, (“AXTR”),
and Social Play, Inc. (“Social Play”). The parties, intending to be legally bound, agree as follows:


 


SECTION
1 – LICENSE


 


1.1Grant
of Exclusive License. For the term of this Agreement, Social Play hereby grants to AXTR an exclusive license to develop,
market and sell products and services based upon any and all intellectual property now owned by Social Play (the “Social
Play IP”), including but not limited to the items of intellectual property detailed on Schedule A hereto, throughout
the United States and Canada, and to use all patents, trademarks, copyrights, inventions, trade secrets, and know-how related
to or comprising the Social Play IP in furtherance of such activities.


 


1.2IP
Development. All software, applications, methods, services, products, and all additional intellectual property, including
all additional patents, trademarks, copyrights, inventions, trade secrets, and know-how developed by AXTR or Social Play during
the term of this Agreement relating to or based in whole or in part on the Social Play IP shall be the sole and exclusive property
of the developing party. All additional Intellectual Property developed by Social Play during the term of this Agreement, if any,
shall be included within the scope of the license granted hereunder to AXTR.


 


1.3Term
of Agreement. The initial term of this Agreement shall be five (5) years from the date hereof. This Agreement may be renewed
for an additional five (5) year term upon written notice to be given by AXTR no later than thirty (30) days prior to the expiration
of the initial term. Upon a renewal of this Agreement, the parties shall meet and confer in good faith regarding the terms of
a new agreement regarding the subject matter hereof.


 


1.4Consideration.
In consideration for the license granted hereunder, AXTR shall issue to Social Play one million (1,000,000) shares of
common stock, par value $0.001, in AXTR. In addition, AXTR shall issue to Social Play an additional one million (1,000,000) shares
of common stock on or before each anniversary of this Agreement for so long as it shall remain in effect. AXTR shall also remit
payments totaling $120,000 to Social Play. An initial $20,000 payment shall be due concurrent with the execution of this Agreement,
with additional payments of not less than $20,000 each being due every month thereafter until paid in full. The $120,000 in payments
may be pre-paid in whole or in part without penalty. In the event of AXTR’s failure to remit any payment due hereunder,
or to issue any shares of common stock issuable hereunder, on before the date due, if such failure is not cured in full within
ten (10) days of written notice of default, shall cause this Agreement to terminate at the option of Social Play.






    	 



    	 



    







SECTION
2 – REPRESENTATIONS AND WARRANTIES OF SOCIAL PLAY 


 


Social
Play hereby represents and warrants to AXTR as follows:


 


2.1Organization.
Social Play (i) is duly organized, validly existing and in good standing (or its equivalent) under the laws of the Province
of Ontario, (ii) has all licenses, permits, authorizations and other consents necessary to own, lease and operate its properties
and assets and to carry on its business as it is now being conducted and (iii) has all requisite corporate or other applicable
power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted
and presently proposed to be conducted. Social Play is duly qualified or authorized to conduct business and is in good standing
(or its equivalent) as a foreign corporation or other entity in all jurisdictions in which the ownership or use of its assets
or nature of the business conducted by it makes such qualification or authorization necessary.


 


2.2Authorization;
Validity of Agreement. Social Play has all requisite corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. The execution, delivery and performance by Social Play of this Agreement
and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Social Play
and no other action on the part of Social Play or any of its stockholders or subsidiaries is necessary to authorize the execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed
and delivered by Social Play and is a valid and binding obligation of Social Play, enforceable against Social Play in accordance
with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement
of creditors’ rights generally and by general principles of equity.


 


2.3Consents
and Approvals; No Violations. Neither the execution, delivery or performance of this Agreement by Social Play nor the
consummation of the transactions contemplated hereby will (i) violate any provision of its certificate of incorporation or by-laws;
(ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice
or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any encumbrance
upon any of the properties of Social Play or any of its subsidiaries under any material note, bond, mortgage, indenture, deed
of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Social Play or any its subsidiaries
or any of their respective properties may be bound; (iii) require any consent, approval or authorization of, or notice to, or
declaration, filing or registration with, any governmental entity by or with respect to Social Play or any of its subsidiaries;
or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Social Play or any
of its subsidiaries or any of their respective properties or assets.


 


2.4Litigation.
There is no action pending or, to the knowledge of Social Play, threatened, involving Social Play or its subsidiaries or affecting
any of the officers, directors or employees of Social Play or its subsidiaries with respect to Social Play’s or any subsidiary’s
business by or before any governmental entity or by any third party that has had or could reasonably be expected to have a material
adverse effect on the Social Play IP, and neither Social Play nor any of its subsidiaries have received written notice that any
such action is threatened. Neither Social Play nor any of its subsidiaries is in default under any judgment, order or decree of
any governmental entity applicable to its business.


 


2.5Contracts.



(a)Social
Play is not in violation or breach of any material contract, except such violations that, in the aggregate, would not result in,
or would not reasonably be expected to result in, a material adverse effect on the Social Play IP. There does not exist any event
or condition that, after notice or lapse of time or both, would constitute an event of default or breach under any material Contract
on the part of Social Play or, to the knowledge of Social Play, any other party thereto or would permit the modification, cancellation
or termination of any material Contract or result in the creation of any lien upon, or any person acquiring any right to acquire,
any assets of Social Play, other than any events or conditions that, in the aggregate would not result in, or would not reasonably
be expected to result in, a material adverse effect on the Social Play IP. Social Play has not received in writing any claim or
threat that Social Play has breached any of the terms and conditions of any material Contract, other than any material Contracts
the breach of which, in the aggregate, would not result in, or would not reasonably be expected to result in, a material adverse
effect on the Social Play IP.


 


(b)The
consent of, or the delivery of notice to or filing with, any party to a material contract is not required for the execution and
delivery by Social Play of this Agreement or the consummation of the transactions contemplated under the Agreement.


 


2.6Patents
and Other Intangible Assets. To the knowledge of Social Play, Social Play owns, free and clear of all liens, all patents,
patent applications, trademarks, copyrights, inventions, trade secrets, and know-how related to or comprising the Social Play
IP, and has the right to use such intellectual property without infringing upon or otherwise acting adversely to the right or
claimed right of any person under or with respect to any of the foregoing. All of the Social Play IP can and will be licensed
by Social Play to AXTR upon the terms of this Agreement without the consent of any Person other than AXTR.






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2.7Shares
To Be Issued To Social Play. With respect to the shares of common stock to be issued to Social Play as consideration hereunder
(the “Shares”), Social Play represents and warrants to AXTR the following:


 


		(a)	Social
                                         Play acknowledges that an investment in the Shares involves a high degree of risk in
                                         that AXTR does not currently generate revenue and may require substantial funds to pursue
                                         its business plan;



 


		(b)	Social
                                         Play recognizes that an investment in the shares is highly speculative and only investors
                                         who can afford the loss of their entire investment should consider investing in AXTR
                                         and the Shares;



 


		(c)	Social
                                         Play and its officers and directors have such knowledge and experience in finance, securities,
                                         investments, including investment in unregistered securities, and other business matters
                                         so as to be able to protect its interests in connection with this transaction;



 


		(d)	Social
                                         Play is an "Accredited Investor" as defined in Rule 501 of Regulation D promulgated
                                         under the Securities Act of 1933, as amended;



 


		(e)	Social
                                         Play acknowledges that only a limited market for the Shares presently exists and accordingly
                                         Social Play may not be able to liquidate its investment;



 


		(f)	Social
                                         Play acknowledges that the Shares are subject to significant restrictions on transfer
                                         as imposed by state and federal securities laws, including but not limited to a minimum
                                         holding period of at least six (6) months;



 


		(g)	Social
                                         Play hereby acknowledges (i) that this offering of Shares has not been reviewed by the
                                         United States Securities and Exchange Commission ("SEC") or by the securities
                                         regulator of any state; (ii) that the Shares are being issued by AXTR pursuant to an
                                         exemption from registration provided by Section 4(2) of the Securities Act of 1933; and
                                         (iii) that the certificate evidencing the Shares received by Social Play will bear a
                                         legend in substantially the following form:



 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.
WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND THAT SUCH TRANSFER WILL NOT BE IN VIOLATION
OF THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.


 


		(h)	Social
                                         Play is acquiring the Shares as principal for Social Play's own benefit;



 


		(i)	Social
                                         Play is not aware of any advertisement of the Shares or any general solicitation in connection
                                         with any offering of the Shares;



 


		(j)	Social
                                         Play acknowledges receipt and review of the Certificate of Incorporation and bylaws of
                                         AXTR, together with the opportunity and AXTR’s encouragement to seek the advice
                                         and consultation of independent investment, legal and tax counsel.



 


		(k)	Social
                                         Play acknowledges and agrees that the AXTR has previously made available to Social Play
                                         the opportunity to ask questions of and to receive answers from representatives of AXTR
                                         concerning AXTR and the Shares, as well as to conduct whatever due diligence Social Play,
                                         in its discretion, deems advisable.







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SECTION
3 – REPRESENTATIONS AND WARRANTIES OF AXTR


 


AXTR
hereby represents and warrant to Social Play as follows:


 


3.1Organization.
AXTR (i) is duly organized, validly existing and in good standing (or its equivalent) under the laws of the State of Nevada,
(ii) has all licenses, permits, authorizations and other consents necessary to own, lease and operate its properties and assets
and to carry on its business as it is now being conducted and (iii) has all requisite corporate or other applicable power and
authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and presently
proposed to be conducted. AXTR is duly qualified or authorized to conduct business and is in good standing (or its equivalent)
as a foreign corporation or other entity in all jurisdictions in which the ownership or use of its assets or nature of the business
conducted by it makes such qualification or authorization necessary.


 


3.2Authorization;
Validity of Agreement. AXTR has all requisite corporate power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby. The execution, delivery and performance by AXTR of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of AXTR and no other
action on the part of AXTR or any of its stockholders or subsidiaries is necessary to authorize the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered
by AXTR and is a valid and binding obligation of AXTR, enforceable against AXTR in accordance with its terms, except as such enforcement
is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and
by general principles of equity.


 


3.3Shares
To Be Issued To Social Play. With respect to the shares of common stock to be issued to Social Play as consideration hereunder
(the “Shares”), AXTR represents and warrants to Social Play that, upon issue, the Shares will be duly and validly
issued, fully paid and non-assessable common stock in the capital of AXTR.


 


SECTION
4 – INDEMNIFICATION AND RELATED MATTERS


 


4.1Indemnification.
Social Play shall indemnify and hold harmless AXTR, and AXTR shall indemnify and hold harmless Social Play, (collectively, the
“Indemnified Parties”), and shall reimburse the Indemnified Parties for, any loss, liability, claim, damage,
expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) (collectively,
“Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations
and warranties made in this Agreement or in any disclosure schedule thereto, or any actions, omissions or statements of fact inconsistent
with any such representation or warranty, (b) any failure to perform or comply in any material respect with any covenant or agreement
in this Agreement, (c) taxes attributable to any transaction or event occurring on or prior to the date of this Agreement, or
(d) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or
operations of the respective parties prior to the date hereof.


 


4.2Survival.
All representations, warranties, covenants and agreements of the Parties contained in this Agreement or in any instrument
delivered pursuant to this Agreement shall survive the termination of the initial term of this Agreement.


 


4.3Notice
of Claims.


 


(a)If
an Indemnified Party shall assert a claim for indemnification pursuant to Section 6.1, such Indemnified Party shall submit to
the indemnitor a written claim stating: (i) that an Indemnified Party incurred or reasonably believes it may incur Damages and
the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for
such claim and the section or sections of this Agreement alleged as the basis or bases for the claim.


 


(b)In
the event that any action, suit or proceeding is brought against any Indemnified Party with respect to which a party may have
liability under this Section 6, the indemnitor shall have the right, at its cost and expense, to defend such action, suit or proceeding
in the name and on behalf of the Indemnified Party; provided, however, that the Indemnified Party shall have the
right to retain its own counsel, with fees and expenses paid by indemnitor, if representation of the Indemnified Party by counsel
retained by the indemnitor would be inappropriate because of actual or potential differing interests between indemnitor and the
Indemnified Party. In connection with any action, suit or proceeding subject to this Section 6, the parties agree to render to
each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, suit or
proceeding. An indemnitor shall not, without the prior written consent of the applicable Indemnified Parties, which consent shall
not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include
an irrevocable and unconditional release of such Indemnified Parties for any liability arising out of such claim or demand.






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SECTION
5 – NOTICES 


 


All
notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly delivered four business days after it is sent by registered or certified
mail, return receipt requested, postage prepaid, or one business day after it is sent for next business day delivery via a reputable
nationwide overnight courier service, in each case to the intended recipient as set forth below:


 


If to
Social Play:


 


SocialPlay,
Inc.


3413 Wolfedale
Road, Unit 4


Mississauga,
ON L5C 1V8


 


If to
AXTR:


Artesanias
Corp.


Attn:
Chitan Mistry


2532
Open Range Dr.


Fort
Worth TX 76177


 


SECTION
6 – MISCELLANEOUS


 


6.1Amendments.
Subject to applicable law, this Agreement may be amended or modified by the parties hereto only by written agreement executed
by each party to be bound thereby and delivered by duly authorized officers of the parties hereto.


 


6.2Entire
Agreement. This Agreement and the exhibits attached hereto or referred to herein constitute the entire agreement of the parties
hereto, and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, with respect to
the subject matter hereof and thereof.


 


6.3Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto
will negotiate in good faith to amend or modify this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.


 


6.4Successors
and Assigns; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or
delegated by any of the parties hereto without the prior written approval of all parties.


 


6.5No
Third Party Beneficiaries. Nothing herein expressed or implied shall be construed to give any person other than the parties
hereto (and their successors and assigns as permitted herein) any legal or equitable rights hereunder.


 


6.6Counterparts;
Delivery by Facsimile. This Agreement may be executed in multiple counterparts, and by the different parties hereto in separate
counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one
and the same agreement. This Agreement and each other agreement or instrument entered into in connection herewith or therewith
or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile
machine or by electronic mail, shall be treated in all manner and respects as an original agreement or instrument and shall be
considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the
request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original
forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use
of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability
of a contract and each such party forever waives any such defense.






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6.7Governing
Law. This Agreement and the agreements, instruments and documents contemplated hereby shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada without regard to its conflicts of law principles.


 


6.8Interpretation.


 


(a)               
When a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreement
unless otherwise clearly indicated to the contrary.


 


(b)              
Whenever the words “include”, “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.”


 


(c)               
The words “hereof”, “hereby”, “herein” and “herewith”
and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any
particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles,
sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.


 


(d)              
The words “knowledge,” or “known to,” or similar terms, when used in this Agreement to qualify
any representation or warranty, refer to the knowledge or awareness of certain specific facts or circumstances related to such
representation or warranty of the persons in the Applicable Knowledge Group (as defined herein) which a prudent business person
would have obtained after reasonable investigation or due diligence on the part of any such person. For the purposes hereof, the
“Applicable Knowledge Group” with respect to AXTR shall be Chitan Mistry and Lucie Letellier. For the purposes
hereof, the “Applicable Knowledge Group” with respect to Social Play shall be Tejpal S. Gill.


 


(e)               
The word “subsidiary” shall mean any entity of which at least a majority of the outstanding shares or other
equity interests having ordinary voting power for the election of directors or comparable managers of such entity is owned, directly
or indirectly by another entity or person.


 


(f)               
For purposes of this Agreement, “ordinary course of business” means the ordinary course of business consistent
with past custom and practice (including with respect to quantity and frequency).


 


(g)              
The plural of any defined term shall have a meaning correlative to such defined term, and words denoting any gender shall include
all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.


 


(h)              
A reference to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof,
any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto,
unless the context requires otherwise.


 


(i)                
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.






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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above.


 





	 	 	Artesanias
    Corp.
	 	 	 
	 	 	By:	/s/
                                         Chitam Mistry

	 	 	Name:	Chitan Mistry
	 	 	Title:	President &
    CEO
	 	 	 
	 	 	Social
    Play, Inc.
	 	 	 
	 	 	 
	 	 	By:	/s/
    Tejpal S. Gill
	 	 	Name:	Tejpal S. Gill
	 	 	Title:	President

        










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Schedule
A – Social Play IP 


 


The
Social Play IP shall include of all of Social Play’s right title and interest in and to the intellectual property rights
set forth herein below, including without limitation: (a) the patents, patent applications, and any inventions set forth below
(collectively, the "Patents"); (b) all rights to apply in any or all countries of the world for patents or governmental
grants in such Patents; (c) any and all applications filed and any and all patents, certificates of inventions or other governmental
grants granted on said Patents in the United States or any other country, including each and every application filed and each
and every Patent granted on any applications which is a division, substitution or continuation of any of said applications; (d)
each and every reissue or extension of any of such Patents; (e) each any every patent claim resulting from a reexamination certificate
for any and all such Patents; and (f) any and all rights to sue for and recover damages for any past, present or future violation,
misappropriation or infringement of the Patents.


 


	Title
    of Patent, Patent Application, or Invention	Jurisdiction	Application/Publication
    
	SYSTEM
    AND METHOD FOR CROSS-APPLICATION VIRTUAL GOODS MANAGEMENT	International	PCT/CA2015/050359
	SYSTEM
    AND METHOD FOR CROSS-APPLICATION VIRTUAL GOODS MANAGEMENT	USA	14/699,519
	SYSTEM
    AND METHOD FOR CROSS-APPLICATION VIRTUAL GOODS MANAGEMENT	USA	61/985,679


 


In
addition, the Social Play IP shall include all copyrights, any and all other patents and patent applications (including the inventions
and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and
continuations in-part thereof), all trade names, trademarks and service marks, logos, trademark and service mark registrations
(including all renewals of trademark and service mark registrations, and all rights corresponding thereto throughout the world
together, in each case), all inventions, processes, production methods, proprietary information, know-how and trade secrets, all
licenses or user or other agreements granted to Social Play with respect to any of the foregoing, in each case whether now or
hereafter owned or used (including the licenses or other agreements with respect to any of the foregoing), comprising or relating
to the proprietary Virtual Goods, Virtual Product Placement Marketplace, Virtual Goods Monetization System, and Cloud-Based Game
Hosting and Management service developed by SocialPlay, currently referred to as “SP Cloud Goods.”


 


In
addition, the Social Play IP shall include all rights to use of the “SocialPlay.com” domain name.






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