APPBACKR DEVELOPER AGREEMENT

Welcome to appbackr.com (the Site), a website operated by appbackr Inc. (appbackr, we or us). The Site is a digital wholesale marketplace (a Marketplace) where you can pre-sell downloads of iPhone applications you are developing (an Application) to buyers who want to share in the revenue when your Application is sold through Apples iTunes store. In short, appbackr provides you the opportunity to receive money now (perhaps to support your development efforts or pay your rent) while allowing buyers an opportunity to make a profit, a little later. This Developer Agreement (this Developer Agreement) is an agreement between you and us and sets forth the legally binding terms for your use of the Site as a developer of Application(s) (a Developer or you). If you sell any Queue Numbers to another appbackr member (in such case, a Buyer), you will separately execute an appbackr Wholesale Purchase Agreement (a Wholesale Purchase Agreement), which is an agreement between you and such Buyer. appbackr does not create, own or directly support any Applications; it merely provides a platform for a wholesale digital marketplace that allows developers of Applications and wholesale buyers of the Applications to find one another and conduct transactions (the Marketplace). PLEASE READ THIS DOCUMENT AND THE WHOLESALE PURCHASE AGREEMENT BEFORE LISTING YOUR APPLICATION ON THE MARKETPLACE. Capitalized terms have the meanings provided to them within the text of the Developer Agreement or in the glossary set forth in Section 11. What are you selling? A Queue Number. What is a Queue Number? When your Application is downloaded through the iTunes Store, appbackr associates each copy of the Application that is downloaded with a queue number (each, a Queue Number). The first iTunes Download associated with your Application is Queue Number 1 and the ten thousandth iTunes Download is Queue Number 10,000 (creative, right?) Through the Marketplace, Buyers pay wholesale prices for Queue Numbers associated with Applications that may still be in development. Then, when the iTunes Download associated with the Buyers Queue Number is downloaded through the iTunes Store, you return to the Buyer the wholesale price paid, plus a profit, according to the Distribution Model. As used in this Developer Agreement, to "sell" an Application means to sell Queue Numbers; to "buy" an Application means to purchase Queue Numbers. Regardless of the shorthand use of the terms "buy" and "sell" in this Developer Agreement, to be clear, a Buyer does not acquire: (i) any equity in the your company or Application or (ii) any intellectual property rights in the Application, except the limited right to market your Application as set forth in the Wholesale Purchase Agreement, which should increase (hopefully) iTunes Store sales of the Application. By offering your Queue Numbers of your Application for sale through the Marketplace, you agree to comply with and be bound by this Developer Agreement. If you are an individual using appbackr on behalf of a company, you represent and warrant that you have all necessary authority to bind your company to the terms and conditions of this Developer Agreement. 1. General Standards of Conduct. You acknowledge and agree that we derive substantial value from the goodwill associated with the Site. You will undertake all measures necessary to ensure that your marketing and promotional activities hereunder conform to industry standards of professionalism and fair practices, and you understand that we have the right to terminate this Developer Agreement, in the event that we determine, in our sole discretion, that you have failed to meet the these standards. Your use of the Site, the appbackr Services, and the Marketplace must also comply with the Terms of Service, which are incorporated by reference into this Developer Agreement. 2. YOUR ACCOUNT. In order to use the Site as a Developer, you must register on the Site for an appbackr account (an Account) and agree to the Terms of Service and the terms and conditions of this Developer Agreement. 2.1 Eligibility. By using the Site, you hereby represent and warrant that: (i) all registration information you submit is truthful and accurate; (ii) you will update such information to maintain its accuracy at all times; (iii) you are at least eighteen (18) years of age, and are of sufficient legal age in your jurisdiction to create binding legal obligations; and (iv) your use of appbackr does not and will not violate any applicable law or regulation, or any obligation (including contractual obligations) that you may have to a third party. Your Account

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may be suspended or terminated if we believe that any of the representations and warranties that you make in this Developer Agreement have been breached or are inaccurate. 2.2 Obligations. To use the Site as a Developer, you must: (i) have and maintain a PayPal account that you use in association with the Site and provide us with the name on such account; (ii) register and remain registered with the iTunes Connect developer platform and grant us the necessary permissions, through iTunes Connect, to access and view the Sales and Trends and Financial Reports areas of your iTunes Connect account; (iii) direct iTunes to deposit all revenue earned through the iTunes Store (less the commission taken by Apple) associated with Queue Numbers (the iTunes Proceeds) into an appbackr bank subaccount that we operate on your behalf to distribute the iTunes Proceeds to you, appbackr, and the Buyer according to the Distribution Model; (iv) comply with the bank set-up requirements set forth in Section 5.1; (v) at the sole discretion of appbackr, Developers with a verified PayPal Business Account and multiple applications within iTunes may be permitted to be invoiced and pay via PayPal in lieu of using a designated bank account in which case you agree to make all payments invoiced within five (5) business days of the receipt of the invoice; and (vi) upon our request, cooperate in any investigation or provide confirmation to us of your identity and any Application Information you have provided to us. 2.3 Term and Termination. This Developer Agreement will remain in full force and effect from the time that you begin using the Site as a Developer until your Account is terminated (the Term). You may terminate your Account or stop offering any Application (or any Queue Numbers thereof) on the Marketplace at any time, for any or no reason, by selecting the appropriate option in the settings of your Account; but your Account will remain open and active, and you will remain responsible for all obligations under this Developer Agreement so long as you have sold Queue Numbers to at least one Buyer and those Queue Numbers have not yet sold through the iTunes Store. We may terminate your Account, for any or no reason at any time, by providing notice to you or by otherwise ceasing to provide appbackr to you. You agree that termination of this Developer Agreement and the Account you have created with us may involve deletion of information associated with your Account (including Developer Information) and any reference to your Application from our servers and databases but will not relieve you of any of your payment obligations under Section 5. We will not have any liability whatsoever to you for any termination of your Account or for the deletion of your Application or any of your information on our servers or databases. 2.4 Developer Information. Because appbackr is a community-oriented marketplace, and Buyers are making buying decisions based on their belief that you will do what you say will do, it is important that prospective Buyers have sufficient information about you in order to consider purchases of Queue Numbers. You may provide us with certain personally identifiable information to be posted in your Account profile, including your photograph, biography, as written by you, and your login ID to Twitter and LinkedIn, in addition to your own URL (your Developer Information). The Developer Information, to the extent posted in association with a particular Application, will be a subset of Application Information. You are welcome to share in the Marketplace as much Developer Information as you think is necessary and appropriate. Such sharing of information is entirely your choice, and you share this information at your own discretion. We may verify your ongoing compliance with your obligations under Section 2.2 but we do not generally pre-screen Developer Information. We retain the right, however, but do not have the obligation, to remove Developer Information at any time for any reason if we deem it harmful, offensive, or otherwise in violation of this Developer Agreement or a Wholesale Purchase Agreement. 2.5 appbackr Services. appbackr consists of access to the Marketplace and a number of related services, including the hosting of a platform through which you can market your Application and sell Queue Numbers, all accounting and record keeping associated with Queue Numbers, wholesale transactions, and retail transactions and the distribution of the iTunes Proceeds to you, appbackr and any Buyers on your behalf, in accordance with the Distribution Model (collectively, the appbackr Services). We will provide certain information in your iTunes Reports to Buyers of your Application as part of such appbackr Services. All such appbackr services will be provided in consideration for your payment of the fees set forth in Section 5. For the provision of certain services, you must have a valid PayPal account, and you may forfeit any right to receive funds from appbackr or a third party if you do not have a valid PayPal account for any period of time exceeding fifteen (15) business days. 3. YOUR APPLICATION

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3.1 Development Commitment. Nothing in this Developer Agreement requires you to sell any Application you create through appbackr. You may develop Applications at your own election without any commitment to offer them for sale through appbackr. Once you offer any Queue Numbers on the Marketplace, however, you may not sell, offer for sale or distribute the Application or Queue Numbers associated with the Application through any wholesale channel other than the Site. When offering Queue Numbers associated with your Application through the Marketplace, you agree that (i) you are solely responsible for the Applications development, including any associated costs; (ii) you are bound to follow the terms and conditions of this Developer Agreement, any executed Wholesale Purchase Agreement(s), and the Terms of Service; and (iii) you will offer your Application to end users for sale exclusively through the iTunes Store. Selling Your Application. You may offer Queue Numbers for sale by posting a listing on the Marketplace. To offer Queue Numbers associated with your Application through the Marketplace, you must provide certain required information, including the authorized number of Queue Numbers for sale through the Marketplace, a description of the Application including its features and functions, the date you expect the Application to be offered for sale in the iTunes Store (the On-Sale Date), the Applications development status (Finished or Concept), and the price end users will pay to download your Application from the iTunes Store (the Retail Price). You may: (i) limit the number of Queue Numbers that can be purchased by any single Buyer, (ii) restrict potential Buyers to persons you designate as in your network; (iii) require that a certain minimum number of Queue Numbers; and/or (iv) from time offer discounts on the retail price of the Application as a way of increasing sales for your applications. In the event that the price of an app drops, appbackr will credit the Buyer with additional queue numbers that equal the value of the purchase price. If for instance, the price of a $4.99 retail app is discounted to $.99, the Buyer will receive 4 additional copies in the queue. Only apps with a retail value of at least $.99 are counted as a qualifying queue number. 3.2 (the Reserve) are sold before a Transaction is finalized. The length of the Reserve (the Reserve Period) is the lesser of: (a) the maximum length of time allowed by PayPal for reserve sales or (b) the length of time stated in the Application Information to be the Reserve Period. You may only establish and/or modify the foregoing restrictions until the first Queue Numbers of your Application are sold. 3.3 Application Information. You are welcome to share as much additional information about your Application as you think is necessary and appropriate (any required or additional information, the Application Information). The Application Information (which includes your Developer Information), when posted on the Marketplace, constitutes an offer by you to sell the Queue Numbers, provided that the offer might be contingent on the meeting of the Reserve. Once a Buyer has accepted your offer with regards to any of the Queue Numbers of a particular Application, you may not substantially modify the Application Information without the written consent of appbackr and all Buyers holding yet-to-be Redeemed Queue Numbers of the Application. A Queue Number will be considered Redeemed when you, either directly or with us acting on your behalf, distribute the Buyer Share for such Queue Number to the Buyer. Your sharing of additional information is entirely your choice, and you share this information at your own discretion. As a general rule, we do not pre-screen Application Information. If you are selling Queue Numbers of a Finished Application, we do provide certain information in your iTunes Reports to the Buyer as part of your Application Information. We have the right, but not the obligation, to remove Application Information at any time for any reason if we deem it harmful, offensive, or otherwise in violation of this Developer Agreement or a Wholesale Purchase Agreement. (a) Status. You will be required to designate your Application as either a Concept or Finished. Such designation affects the cost to Buyers of your Queue Numbers and the amounts of the Buyer Share and appbackr Share. (b) Requirements. While we try to provide you flexibility regarding how you sell Queue Numbers associated with your Application, your Application Information must conform with certain appbackr restrictions posted on the Site and/or in this Developer Agreement. For example, appbackr has set a minimum total number of Queue Numbers that you may sell for any Application and requires that all Buyers purchase at least one hundred (100) Queue Numbers in each Transaction. Additional restrictions may be set forth on the Site. (c) Restrictions. You may not include in any Application Information any photographs or images that contain nudity, violence, sexually explicit, or material, depictions of illegal activity or otherwise offensive subject matter or that depict another person without that persons permission. Without limiting the

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foregoing, you represent and warrant that your Application Information (i) does not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) does not violate any law, statute, ordinance or regulation; (iii) is not defamatory or trade libelous; (iv) is not pornographic or obscene; (v) does not violate any laws regarding unfair competition, anti-discrimination or false advertising; and (vi) does not contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. We reserve the right, in our sole discretion, to determine whether and what action to take in response to any breach of this Section, and any action or inaction in a particular instance will not dictate or limit appbackrs response to a future complaint or breach. You acknowledge and agree that we will not assume or have any liability for any action or inaction by appbackr with respect to any Application Information. You may not use the Site or the appbackr Services to engage in fraud, money laundering or any other activity that violates local, state, federal or international law, statute or regulation. 3.4 Warranty. You represent and warrant that: (i) you have the necessary rights in the Application to sell the Queue Numbers and grant the rights set forth in this Developer Agreement; (ii) you will complete the Application on time to meet the On-Sale Date and submit it to Apple for approval in a manner that you believe in good-faith will receive approval from Apple; (iii) if the Application is initially rejected by Apple, you will use best efforts to revise and resubmit the Application to meet the On-Sale Date; (iv) if the Application is later removed by Apple from the iTunes Store, Developer will use best efforts to promptly revise and resubmit the Application in a manner that addresses the reason Apple removed the Application and once again sell the Application through the iTunes Store; (v) all Developer Information and Application Information you provide is true and accurate, and you will update such information so it remains accurate; (vi) the Application will substantially conform to the Application Information, including the features and functions listed therein; (vii) you will not interfere with the Queue Numbers; (viii) you will not seek to evade or avoid the fees and the distributions due under Section 5 to appbackr when someone wants to buy Queue Numbers or the Application outside of appbackr and/or the iTunes Store; (ix) you have reason to believe that your Application is commercially viable; (x) you have a good faith belief that the Application, when built in conformance with the Application Information, will meet Apples requirements for approval and will be approved by Apple; and (xi) you will offer for sale, make available and sell your Application to End Users only through the iTunes Store and not through any other retail channel. 3.5 Updates and Upgrades; Non-compete. From time to time, you may make modifications, improvements or augmentations, whether minor or substantial, to the Application, including the implementation of additional features or functions (each, an Improvement). Any such Improvement will be incorporated into and be considered part of the Application and will not affect or alter Queue Numbers already sold. Once you offer any Queue Numbers related to a particular Application for sale on the Site, you may not sell, offer for sale or distribute any other application that would compete with wholesale sales of the Application through any wholesale channel other than appbackr. appbackr will be the exclusive wholesale channel through which the Application, or any downloads or Queue Numbers thereof, may be offered for sale, distributed or sold. The iTunes Store will be the exclusive retail channel through which the Application may be offered for sale, distributed or sold. You may not otherwise encumber the Application. In the event that you breach this Section 3.5, in addition to any other remedies, you will pay Buyer and appbackr the fees due to each party, according to the Distribution Model, for the Queue Numbers sold in breach of this Section 3.5. In the event that you do not make any such payment within five (5) business days of any such request, you authorize appbackr to deduct such fees from your PayPal account or from any iTunes Proceeds otherwise due to you. Developers obligations under this Section 3.5 will be in effect during the term of this Developer Agreement and for a period of eighteen (18) months thereafter. 3.6 Verification. We reserve the right to approve any Application you wish to offer for sale on the Marketplace and, in the process of doing so, we may assess and verify your Developer Information and Application Information. You acknowledge that we make no representations or warranties regarding the timeframe within which any such assessment will be completed and your Application will be listed on the Marketplace; however, we agree to make good faith efforts to complete such assessment within a reasonable timeframe. You agree to provide such information and assistance as we may reasonably request in connection with such assessment. You acknowledge and agree that our determination with respect to any verification is final and binding. 3.7 Removal. We reserve the right to remove any Application, Application Information, or Queue Numbers from the Marketplace at any point in the event the sale of the underlying Application, detrimentally impacts appbackr, or any other appbackr member (a Removal Event), as determined in our sole discretion. A

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Removal Event may include, for example, the introduction of a virus, code, program procedure, routine or other material that could disrupt, modify, delete, damage, deactivate, disable, or otherwise impede the operation or functioning of the Marketplace or that could damage or corrupt data. In such event, the Buyer Share and the appbackr Share for all Queue Numbers sold but not yet Redeemed shall become immediately due and payable. 4. TRANSACTIONS INVOLVING YOUR APPLICATION

4.1 Purchase Process. When you upload the Application Information onto the Site, you are making an offer to all other members of the Site to purchase Queue Numbers in accordance with the terms of your Application Information and the Wholesale Purchase Agreement. You agree to be bound by the Wholesale Purchase Agreement if any Buyer completes the Marketplace order form for the purchase of Queue Numbers and agrees to the terms of the Wholesale Purchase Agreement (a Transaction). If another member desires to buy Queue Numbers associated with your Application, such member will complete the Marketplace order form and agree to the terms of the Wholesale Purchase Agreement. At such time, you and the Buyer will become parties to an executed Transaction, provided that such purchase may be contingent until the Reserve is met. 4.2 Reserve Sales. In the event that a Buyer completes the Marketplace order form for the purchase of Queue Numbers and agrees to the terms of the Wholesale Purchase Agreement, but the Reserve is not yet met, the sale of the Queue Numbers is contingent and will not be finalized until enough Queue Numbers have been sold to meet the Reserve. Neither the Buyer or the Developer may terminate a contingent sale before it is finalized unless the Reserve Period has expired. 4.3 Post-Purchase In accordance with a Wholesale Purchase Agreement, you will make the Application available for purchase at the Retail Price through the iTunes Store. Upon the purchase of each iTunes Download, the Buyer who purchased the associated Queue Number will receive a share of the iTunes Proceeds, as set forth in the Distribution Model (the Buyer Share). You may not change the Retail Price without the express written consent of appbackr and all Buyers then holding Queue Numbers that have not yet been Redeemed. A Queue Number will be considered Redeemed when you, either directly or with us acting on your behalf, distribute the Buyer Share for such Queue Number to the Buyer. 4.4 Our Role. You agree and acknowledge that the Marketplace is a venue for you to interact with potential Buyers to facilitate the sale of Queue Numbers associated with your Application. We may perform the appbackr Services for you but we are not a direct party to any Wholesale Purchase Agreement. You are solely responsible for all of your interactions with Buyers and other members, and acknowledge and agree that we are not responsible or liable in any way in connection with your Application, including the marketing and sale thereof, or with any breach of a Wholesale Purchase Agreement by any Buyer. Your interactions with other appbackr members or with any other third party, including advertisers, are solely between you and such third parties, and you agree that we are not responsible for any loss or damage incurred as the result of any such dealings, or with respect to any other members use or disclosure of information about you that you have posted. 4.5 Assistance with Disputes. appbackr has the right, in its discretion and on a case by case basis, to assist members in resolving their disputes with third parties arising out of the Site and the appbackr Services. However, you agree that appbackr will have no obligation to do so, and will not be liable to you for any action it takes to help resolve any dispute. Any resolution or action imposed by appbackr pursuant to this Section 4.5 shall be binding on you. 5. FEES

5.1 Service Fee. In partial consideration for the appbackr Services, you agree to pay us a service fee (Service Fee) in an amount equal to ten cents ($0.10) for every Queue Number you sell to a Buyer, whether directly or indirectly. The Service Fee will be paid automatically by you from the Purchase Fee (as defined in the Wholesale Purchase Agreement) that you receive from the Buyer upon the sale of such Queue Numbers. 5.2 appbackr Share. In partial consideration for the appbackr Services, you agree to pay us a share of the iTunes Proceeds for each Queue Number that is sold through the iTunes Store, upon the iTunes Download

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thereof, according to the Distribution Model (the appbackr Share). Unless the Distribution Model is modified pursuant to Section 5.4(b) or 5.4(c), the appbackr Share will be an amount equal to (i) six cents ($0.06) per Queue Number if you sold the Queue Number when the Application was a Concept or (ii) three cents ($0.03) per Queue Number if you sold the Queue Number when the Application was Finished. We acknowledge that (i) Apple may withhold the iTunes Proceeds due to you until such amounts exceed a certain threshold (as of the last date that this Agreement was modified $150.00) and (ii) you are under no obligation to pay the appbackr Share until your receipt of the iTunes Proceeds from Apple. 5.3 Distribution and the Distribution Model

(a) In the event that we do not receive the iTunes Report from Apple, and upon request, you agree to report all iTunes Downloads to us within five (5) days after you receive the monthly financial report from Apple detailing the downloads of your Application in the preceding month and payment therefore. Pursuant to the terms of your current iTunes Developer agreement, Apple should, within forty-five (45) days of the end of each calendar month, remit to us, acting on your behalf, the iTunes Proceeds. Within ten (10) business days of our receipt of the iTunes Proceeds and the iTunes Report, we will pay the Buyer Share on your behalf for any Queue Numbers previously purchased by Buyer and downloaded by End Users in such month. In the event that Apple pays the iTunes Proceeds directly to you, you will remit the iTunes Proceeds into the subaccount that appbackr operates on your behalf within five business days. (b) appbackr reserves the right to modify the Distribution Model, effective upon its posting the revised Distribution Model on the Site. Notwithstanding the above, any such modification will be effective on a prospective basis and will not affect the Distribution Model for any Queue Numbers purchased prior to the effective date of any such change. (c) The Distribution Model assumes that Apples commission from each iTunes Download will be thirty percent (30%) of the Retail Price. In the event that Apple alters the fees it receives (an Apple Fee Modification), appbackr will revise the Distribution Model so that as of the effective date of any Apple Fee Modification, the difference between Apples new share and Apples old share is distributed between the Buyer, appbackr and you on a proportionate basis. For example, if Apple increases its commission on each iTunes Download to thirty-nine percent (39%), the iTunes Proceeds for an Application with a retail price of $0.99 will be reduced from $0.70 to $0.60 for each iTunes Download. As a result, the Distribution Model for Buyer, appbackr and you for a Concept will be adjusted proportionally, such that for each iTunes Download, Buyer will receive $0.46 (or $0.60*($0.54/$0.70)), appbackr will receive $0.05 cents (or $0.60*($0.06/$0.70)) and you will receive $0.09 ($0.60*($0.10/$0.70)). 5.4 Payment Terms. You acknowledge and agree that certain terms and requirements may be imposed upon both you and us by PayPal through its User Agreement. Except as expressly provided for herein or in a Wholesale Purchase Agreement, all PayPal fees will be the responsibility of the party receiving the payment. You hereby authorize us to (i) establish recurring payment to us through PayPal for the payment of the Access Fee; and (ii) set up, or allow us to set up, the automatic payment of the Service Fee through a Split Payment Chained upon your receipt of funds from a Buyer for Queue Numbers. In the event we cannot establish any of the foregoing on your behalf, you agree to promptly set up the foregoing payments and any other payments and/or processes required under this Developer Agreement and the Wholesale Purchase Agreement, as determined by us in our sole discretion. You will grant us third-party access to make refunds through PayPal You also authorize us to use and transfer the iTunes Proceeds on your behalf, as part of the appbackr Services, to pay the Buyer Share and appbackr Share, according to the Distribution Model, and distribute your share to your PayPal account. 5.5 Refunds. In the event that you, a Buyer and/or a third party breaches the Terms of Service, the Wholesale Purchase Agreement, or any other agreement to which appbackr is a party or an intended third party beneficiary, you agree that appbackr may grant any refunds under this Developer Agreement that it deems necessary in its discretion to remedy the effects of such breach. In the event you are forced to grant a refund or chargeback for a specific Queue Number or Application by PayPal or iTunes for any reason other than your breach of a warranty under this Developer Agreement or the Wholesale Purchase Agreement, appbackr, in its sole discretion, may elect to refund to you and/or the Buyer any fees it has received for such Application within thirty (30) days of receiving written verification of such refund or chargeback. In the event that appbackr elects to any refund required under this

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Section 5.6, you authorize appbackr to make the refund on your behalf out of any payments made to you under any other agreement between you and appbackr or any agreement to which you are a party and appbackr is an intended third party beneficiary. 5.6 Taxes. You will be responsible for collecting and remitting all applicable taxes associated with any sales on the Marketplace or through the iTunes Store. All amounts payable to you under this Developer Agreement will be inclusive of all taxes payable to any taxing authority by virtue of the transactions contemplated under this Developer Agreement (other than taxes based upon your income). Notwithstanding anything herein to the contrary, appbackr or its designees may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction(s) contemplated by this Developer Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that such information is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws. 6. INTELLECTUAL PROPERTY OWNERSHIP

6.1 Ownership of appbackr. You acknowledge that all of the intellectual property rights in appbackr and all content, features, and applications available through appbackr (excluding your Application(s), the Developer Information and the Application Information) are owned by appbackr or its licensors. You agree not to (i) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Site or the appbackr Services; or (ii) rent, lease, loan, or sell access to the Site or the appbackr Services. We reserve the right to modify, enhance, or discontinue the Site or the appbackr Services. In the event of any such termination, appbackr will not have any liability to you and you will be required to remit to appbackr the appbackr Share due upon the sale of any Queue Number sold prior to the date of termination. 6.2 Ownership of Your Application. Between you and appbackr, you retain all rights, title and interest in the Application Information and your Application (and all intellectual property rights therein), and appbackr acquires no other than those rights expressly granted herein. 6.3 Licenses Granted to appbackr. You hereby grant to us a non-exclusive, non-transferable, fully paid-up, worldwide license during the term of this Developer Agreement to (i) use, reproduce, and display your Marks, Account profile and Application(s) on the Marketplace; and (ii) use, reproduce, modify, display, distribute, and make available to Buyers any iTunes Reports related to the Buyers Queue Numbers. You also agree to grant us a perpetual, non-exclusive, worldwide, royalty-free license to use, modify, distribute, perform, display and reproduce your Marks and Application Information associated with any Application for which you sold a Queue Number, for the sole and limited purpose of promoting appbackr and associating your Application with Appbackr. 6.4 appbackr Marks. Marks displayed on the Site, other than the Marks you provide, are our property or the property of other third parties. You are not permitted to use our Marks without our prior written consent or the consent of such third party which may own the Mark. 7. DISCLAIMERS. Under no circumstances will we be responsible for (i) any errors or inaccuracies in the materials (including any iTunes Report or Application Information) posted on the Marketplace, whether caused by appbackr members or by any of the equipment or programming associated with or utilized in the delivery of the Site or the appbackr Services; (ii) any Application offered, negotiated, sold, or bought, or otherwise traded through the Site or the appbackr Services; (iii) the conduct, whether online or offline, of any appbackr member, including any interaction, communication, misrepresentation, transactions, or other dealings between members or any failure of a Buyer or Developer to comply with the terms of a Wholesale Purchase Agreement; (iv) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with other members; (v) any problems or technical malfunction of any hardware or software due to technical problems on the Internet or at the Site or combination thereof, including any injury or damage to members or to any persons computer related to or resulting from participation or downloading materials in connection with appbackr; (vi) any loss or damage, including property damage, personal injury, or death, resulting from use of appbackr or from any materials posted on the Site or transmitted to members, any interactions between members of appbackr, and any interactions and dealings between

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appbackr member in connection with the sale or purchase of Queue Numbers, whether online or offline, and (vii) the performance of appbackr (or the lack thereof). THE SERVICES AND THE SITE ARE PROVIDED AS-IS AND AS-AVAILABLE. WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION OR NONINFRINGEMENT. WE MAKE NO WARRANTY THAT: (I) THE SITE OR THE APPBACKR SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SITE OR THE APPBACKR SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE APPBACKR SERVICES WILL BE ACCURATE OR RELIABLE. 8. LIMITATION OF LIABILITY

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR THE APPBACKR SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IN NO EVENT WILL WE BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE APPBACKR SERVICES IS LIMITED TO THE GREATER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN CONNECTION WITH ANY SERVICES OR (II) ONE HUNDRED DOLLARS (U.S. $100.00). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law. 9. INDEMNIFICATION. You agree to defend, indemnify, and hold appbackr and any of our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys fees, made by any third party arising from or related to (i) your acts or omissions in connection with your use of appbackr; (ii) any claim by another appbackr member, including a Buyer, related to any action or omission by you; (iii) our provision of the Site or the appbackr Services (except claims arising from our negligence or willful misconduct); (iv) your breach of this Developer Agreement or any Wholesale Purchase Agreement to which you are a party; (iv) your Application(s); (v) any inaccuracies in the Application Information provided by you, or other claims or representations that you provide for your Application, including through any communication with other appbackr members; or (vi) any infringement, misappropriation, or violation of any thirdparty intellectual property rights, rights of privacy, or other proprietary rights of a third party by your Application. 10. GENERAL LEGAL TERMS

10.1 Amendments. This Developer Agreement may be modified by us from time to time. If we make material changes to this Developer Agreement, we will notify you by sending an e-mail to your e-mail address, as specified in your Account. You agree that any such amended agreement will be effective thirty (30) days after being sent to you, and your continued use of appbackr after that time will constitute your acceptance of the amended agreement. 10.2 Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Developer Agreement if such delay is caused by a labor dispute, shortage of materials,

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fire, earthquake, flood, war, terrorism, governmental act, failures of common carriers (including Internet service providers), acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. 10.3 Survival. The provisions under Sections 2.4, 3.1, 3.3, 3.4, 3.5, 3.7, 4.5, 5, 6, 7, 8, 9, 10, and 11 will survive expiration or termination of the Developer Agreement for any reason. 10.4 Severability. If any provision of this Developer Agreement is found or held to be invalid or unenforceable by any tribunal of competent jurisdiction, then the meaning of such provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of this Developer Agreement, which will remain in full force and effect. 10.5 No Intended Third Party Beneficiaries. The parties acknowledge that there are no intended third party beneficiaries to this Developer Agreement, including, without limitation, any Buyers, PayPal or Apple. 10.6 Release. As a condition of access to appbackr, you release appbackr from claims, demands and damages (direct and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute (or resolution thereof) you have or claim to have with one or more members of appbackr. If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 10.7 Miscellaneous. This Developer Agreement constitutes the entire agreement between you and us regarding the use of appbackr. Our failure to exercise or enforce any right or provision of the Developer Agreement will not operate as a waiver of such right or provision. The section titles in this Developer Agreement are for convenience only and have no legal or contractual effect; as used in the Developer Agreement, the word including means including but not limited to. Please contact us with any questions regarding this Developer Agreement by e-mailing us at: support@appbackr.com. 11. DEFINITIONS. 11.1 11.2 Access Fee has the meaning ascribed to it in Section 5.1. Account has the meaning ascribed to it in Section 2.

11.3 appbackr means appbackr Inc., the provider of the Marketplace and all services associated therewith. appbackr may also be referred to as we or us. 11.4 11.5 11.6 11.7 appbackr Services has the meaning ascribed to it in Section 2.5. appbackr Share has the meaning ascribed to it in Section 5.3. Apple means Apple, Inc. Apple Fee Modification has the meaning ascribed to it in Section 5.4(c).

11.8 Application means an iPhone application that a Developer is either in the process of developing or has already developed and is identified as the Application in the Application Information. An Application must be designated as Finished if such Application, at the time it is offered on the Marketplace, has been approved for sale in the iTunes Store by Apple. Any other Application will be a Concept. 11.9 Application Information has the meaning ascribed to it in Section 3.3.

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11.10 Buyer means the person, corporation or entity that is seeking to purchase or has purchased Queue Numbers offered by you on the Marketplace in a Transaction. 11.11 11.12 Buyer Share has the meaning ascribed to it in Section 4.3. Concept has the meaning ascribed to it in Section 11.6.

11.13 Developer or you means you, the person, corporation or entity that has developed or is in the process of developing an Application and is seeking to sell or has sold Queue Numbers using the Marketplace. 11.14 11.15 Developer Agreement has the meaning ascribed to it in the preamble. Developer Information has the meaning ascribed to it in Section 2.4.

11.16 Distribution Model is the model summarizing the financial rights and obligations of the parties under this Developer Agreement, including the allocation of the iTunes Proceeds. 11.17 End User means an end user of the iPhone in the United States who downloads a copy of the Application from the iTunes Store. 11.18 11.19 Finished has the meaning ascribed to it in Section 11.6. Improvement has the meaning ascribed to it in Section 3.5.

11.20 iTunes Download means each copy of the Application that is downloaded through the iTunes Store by an End User. Each iTunes Download is assigned a Queue Number (up to the total number of authorized Queue Numbers) in the order in which it is downloaded. 11.21 iTunes Proceeds has the meaning ascribed to it in Section 2.2.

11.22 iTunes Report means the monthly report from Apple detailing the iTunes Downloads of your Application in the preceding month and payment therefore. 11.23 iTunes Store means the online store owned and/or operated by Apple through which Developers can offer Applications to End Users for download. 11.24 Marketplace means the online platform through which Developers can market Applications, allow potential Buyers to learn about such Applications, and sell Queue Numbers to Buyers. 11.25 Marks mean: (a) with respect to you, all trademarks, trade names, service marks, symbols, logos and/or brand names related to you, your biographical information, and your Application(s); and (b) with respect to us, all trademarks, trade names, service marks, symbols, logos and/or brand names owned or licensed by appbackr and related to appbackr, the Site, the appbackr Services and/or the Marketplace. 11.26 On-Sale Date means the date Developer includes in the Application Information as the expected date when the Application will first be offered for sale in the iTunes Store. 11.27 11.28 11.29 11.30 Redeemed has the meaning ascribed to it in Section 3.3. Removal Event has the meaning ascribed to it in Section 3.7. Reserve has the meaning ascribed to it in Section 3.2. Retail Price has the meaning ascribed to it in Section 3.2.

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11.31 11.32 11.33 11.34 11.35 11.36

Queue Number has the meaning ascribed to it in the preamble. Service Fee has the meaning ascribed to it in Section 5.2. Site has the meaning ascribed to it in the preamble. Term has the meaning ascribed to it in Section 2.3. Terms of Service means the Sites terms of service. Transaction has the meaning ascribed to it in Section 4.1.

11.37 Wholesale Purchase Agreement means the agreement separately executed between Developer and Buyer regarding the sale of the Queue Numbers of the Application in a Transaction.

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