Exhibit 10.2


 


	 	
        SOFTWARE ORDER FORM

        ORDER No. _00001_





 


This Software Order Form (“Order
From”) incorporates by reference and is governed by the terms and conditions of the Amended and Restated Software License
Agreement dated as of June 22, 2020, by and between the signatories hereto (“Agreement”). This Order Form amends
and restates, and supersedes and replaces, the Order Form dated December 13, 2018 by and petween Licensor and Customer.


 


	Swirlds, Inc. (“Licensor”)	 	Coro Global, Inc. (“Customer”)
	3400 North Central Expressway, Suite 470	 	78 SW 7th Street 
	Richardson, Texas 75080	 	Miami, FL 33130
	 	 	 	 	 
	Signature:  	/s/ Mance Harmon	 	Signature:  	/s/ J. Mark
    Goode
	Print Name:
    Mance Harmon	 	Print Name: J. Mark Goode
	Title: CEO	 	Title: CEO
	Date: 6/23/2020	 	Date: 6/22/2020




 


Licensor and Customer accept and agree to this Order Form, as
follows:


 


		1.	SOFTWARE LICENSE: 





 


	Licensed Software	 	Maximum # of Allowed Nodes
 (1)
	 	 	License Term
 (2)
	 	First-Year 
 License Fee
 (3)*
	 	 	Renewal Years -
 Annual License Fee**
	 
	Swirlds Hashgraph SDK for use in private permissions networks.	 	 	15	 	 	One Year	 	$	225,000	 	 	$	45,000	 






 


*$15,000 per Node.


**$3,000 per Node.


 


(1) Customer may order additional
Nodes by executing another Order Form (pricing may vary).


 


(2) Renewal: The License
Term will automatically renew (each year on the fifteenth day of January), for additional one (1) year terms unless and until (i)
the Agreement is terminated in accordance with Section 10.2, or (ii) Customer provides notice of non-renewal to Licensor at least
thirty (30) days prior to expiration of the term then in effect. For each renewal year, the annual license fee will be subject
to an annual escalation, which increase shall not be more than five percent (5%).


 


(3) The First-Year License Fee
is due and payable as follows:


 


		1.	An initial First Year License Fee payment of $100,000 will be made upon
the mutual signing and execution of the Amended and Restated License Agreement, anticipated before June 30, 2020.



 


		2.	The remaing $125,000 balance of the First Year License Fee payment will
be made prior to commercial launch of Coro, expected on or about May 1, 2020, but in any event such payment will be made not later
than August 1, 2020.



 






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        SOFTWARE ORDER FORM

        ORDER No. _00001_



 


		2.	CORO CUSTOMER TRANSACTION FEE: 



 


“Coro Customer Transaction
Fee Percentage” means 10%


 


“Minimum Quarterly
Coro Customer Transaction Fee” means $5,000.


 


“Coro Customer Transaction
Fee” means, for the period being measured, (i) the Coro Customer Transaction Fee Percentage, multiplied by (ii) the
aggregate value of all transactions fees collected by Customer or its Affiliates from Coro transactions between Coro Account Holders
processed on the Swirlds Customer Network.


 


Coro
Customer Transaction Fees shall be paid: o Monthly
 þ Quarterly


 


Beginning May 1, 2020, on or before
the thirtieth (30th) day following the end of each calendar quarter during the License Term, Customer shall deliver
to Licensor the payment of the Coro Customer Transaction Fee for the calendar month just ended, along with a report (in form and
substance acceptable to Customer), showing Customer’s calculation of the Coro Customer Transaction Fee for the applicable
period. If the Coro Customer Transaction Fee payable to Licensor is less than the Minimum Quarterly Coro Customer Transaction Fee
for any quarter, Customer will pay Licensor the Minimum Quarterly Coro Customer Transaction Fee.


 


		3.	NETWORK TRANSACTION FEES:



 


Customer will pay Licensor a network
transaction fee on all transactions (other than transactions for fiat), that are conducted by a Coro Account Holder using their
digital wallets on the Coro Network, regardless of the currency that is used for any such transaction (collectively, the “Network
Transaction Fees”). The Network Transaction Fees will be the same as the transaction fees charged by Hedera Hashgraph,
LLC (“Hedera”) for transactions using the Hedera network. The transaction fees charged by Hedera on the Hedera
network will be communicated to Customer in writing and updated from time-to-time when changed.


 


Network
Transaction Fees shall be paid: o Monthly
 þ Quarterly


 


On or before the thirtieth (30th)
day following the end of each calendar quarter during the License Term, Customer shall deliver to Licensor payment of the Network
Transaction Fees for the calendar quarter just ended, along with a report (in form and substance acceptable to Customer), showing
Customer’s calculation of the Network Transaction Fees for the applicable period.


 


		4.	Payment Terms



 


All payments due under this Order
Form shall be remitted to:


 


Swirlds, Inc.


Attn: Accounts Receivable


3400 North Central Expressway, Suite 470


Richardson, Texas 75080


 


All license fees are non-cancelable
and non-refundable except as provided in the Agreement.


 


The initial First-Year License
Fee payment of $100,000 is due and payable on or June 30, 2020.


 


The remaining $125,000 First Year
License fee shall be due upon commercial launch, but not later than Auguat 1, 2020.


 


Annual license fees for any renewal
year shall be invoiced annually on June 22nd in advance.


 


Payment of all Coro Customer Transaction
Fees and Network Transaction Fees shall be due and on or before the thirtieth (30th) day following the end of each calendar
quarter beginning August 1, 2020.


 






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        SOFTWARE ORDER FORM

        ORDER No. _00001_



 


		5.	CONTRACT AND BILLING CONTACT INFORMATION: 



 


	Contract Administrator: Nikki Noel	 	Billing Contact:	 
	 	 	 	 	 	 	 	 






	Address: 78 SW 7th Street, Miami, FL 33130	 	Address: 78 SW 7th Street, Miami, FL 33130
	E-mail:	 	 	E-mail:	 	 	Voice:	 
	Cell: 	 	 	Fax:	 	 	Cell:	 




 


Customer PO # (if necessary): ___________________**


 


** Identification of Customer’s PO is for
Customer’s payment reference purposes only. Any terms and conditions contained therein are null and void as set forth in
the Agreement.


 


 


 


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