DIRECTOR OWNERSHIP GUIDELINES

NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES

(Adopted on August 26,2020)

The Board of Directors of Tapinator, Inc. (the "Company") has adopted these Stock Ownership Guidelines to better align the interests of its non-employee directors ("Directors") with the interests of stockholders of the Company and further promote the Company's commitment to sound corporate governance.

Directors are required to hold shares of the Company's common stock with a value equal to three (3) times the amount of the annual cash retainer paid to Directors, calculated using the annual cash retainer as of the later of the date these guidelines are adopted or the date the Director is elected to the Board of Directors. Directors are required to achieve the guideline within the later of (i) two (2) years after the date of adoption of the guidelines or (ii) five (5) years after joining the Board of Directors.

Shares that count towards satisfaction of the guidelines include:

  • Shares owned outright by the Director or his immediate family members residing in the same household;
  • Shares held in trust for the benefit of the Director or his family;
  • and Restricted stock and restricted stock units granted under the Company' 2015 Equity Incentive Plan, as amended, or such similar plans.

Stock options, which represent the right to receive shares, do not count towards satisfaction of the guidelines.