Exhibit 10.1


 








PeerLogix, Inc.


119 West 24th St., 4th
Floor


New York, NY 10011


 


February 2, 2017


 


Board of Directors


Waywire Networks


135 West 29th Street, Suite 702


New York, New York 10001


 


		Attention:	Steve Rosenbaum
	 	 	Chief Executive Officer






 


Gentlemen:


 


This non-binding letter
of intent (the “Letter of Intent”) sets forth the terms and conditions upon which PeerLogix, Inc., a Nevada
corporation (OTC: LOGX) (“LOGX”), will acquire (the “Acquisition”) all or substantially all
of the assets, and assume certain of the liabilities, of Waywire Networks, Inc., a Delaware corporation (“Waywire”).
All of the assets of Waywire, other than the assets of Waywire identified in Annex
A hereto (the “Excluded Assets”), are hereinafter referred to as the “Acquired Assets”.
All of the liabilities of Waywire identified in Annex B hereto, which
shall include all outstanding trade liabilities of Waywire and Waywire transaction related expenses set forth in such annex, are
hereinafter referred to as the “Assumed Liabilities”.


 


The intentions of the
parties are subject to the execution and delivery of mutually acceptable agreements (including, without limitation, an asset purchase
agreement (the “Asset Purchase Agreement”), and employment agreements), various third-party approvals, including
Board and any required stockholder approvals and approvals of relevant government agencies, and satisfaction of various other conditions,
some of which are specified below.


 


1.                 
Transaction Summary. The transaction can be summarized as follows:


 


	Asset Purchase:	
        The Acquisition shall be structured as
        an acquisition of LOGX of the Acquired Assets, which shall constitute all or substantially all of the assets of Waywire, and shall
        include all intellectual property and patents (including U.S. patent nos. 8,117,545 and 8,812,956) (“Waywire Patents”)
        of Waywire. In connection therewith, LOGX shall assume the Assumed Liabilities.

         

        At the closing of the Acquisition (the
        “Closing”), Waywire shall receive the following consideration (the “Consideration”):

         

        (a)   
        1,000,000 fully paid and nonassessable shares of common stock of LOGX (the “LOGX Common Stock”); and

         

        (b)  
        warrants exercisable for an aggregate of 3,000,000 fully paid and nonassessable shares of LOGX Common Stock (the “Warrants”).

         

        The Warrants shall be exercisable for three
        years at a price per share equal to the 10 Day VWAP (as hereinafter defined), subject to adjustment for stock splits, reverse stock
        splits, stock dividends, and capital reorganizations.

        For purposes hereof, the term “10
        Day VWAP” shall mean the daily volume weighted average price per share of the LOGX Common Stock for the ten trading days
        ending on the trading date immediately preceding the date of (i) the Closing (or the nearest preceding date) or (ii) date of public
        announcement of the Acquisition if announced prior to the Closing, in the OTC market as reported by OTC Markets, Inc.

         

        In addition, in the event that LOGX shall
        sell the Patents to any unaffiliated third party prior to the date which is the third anniversary of the Closing, LOGX shall deliver
        50% of the net proceeds of such sale to, or as directed by, Waywire.

         




 


 


 


 


 


 






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	Advances:	
        LOGX shall provide credit (“Credit”)
        to Waywire in the amount of $12,500 each week for the three weeks commencing upon the execution and delivery hereof (with $25,000
        advanced on or prior to February 3, 2017 to meet Company payroll obligations), provided:

         

        (a)  
        LOGX shall approve of the use of proceeds of such funds;

        (b)  
        LOGX shall not have determined that there shall have occurred a material adverse change in the business, prospects, financial
        condition, or results of operations of Waywire;

        (c)  
        That such obligation shall terminate upon the Closing; and

        (d)  
        Waywire shall not have entered into any agreement to consummate any transaction with any third party with respect to the
        business, operation, or assets of the Company (a “Termination Event”).

         

        The Credit shall accrue interest at the
        rate of 12% per annum.

         

        In the event of a Termination Event (other
        than a Termination Event resulting from failure of LOGX to move forward in accordance with the terms of this LOI), the entire principal
        amount of, and accrued and unpaid interest on, the Credit shall be immediately due and payable, together with a 20% premium thereon.
        In the event of Termination Event resulting from failure of LOGX to move forward in accordance with the terms of this LOI, Waywire
        shall have 90 days to repay the Credit and accrued interest thereon.

         

	Registration Rights:	
        Within 90 days following the filing by
        LOGX of its Annual Report on Form 10-K for the year ended December 31, 2016 (the “Filing Date”), LOGX shall
        file a registration statement on Form S-1 (the “Registration Statement”) relating to the resale of the shares
        of LOGX Common Stock delivered in connection with the Acquisition or upon exercise of the Warrants (the “Registrable Securities”),
        to the extent permitted by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
        Act”), and the rules and regulations promulgated thereunder (including Rule 416).

         

        Following the Filing Date, LOGX shall use
        its best efforts to cause such Registration Statement to become effective as soon as possible after such filing, and keep the Registration
        Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable
        Securities have been sold and (ii) the date on which the Registrable Securities (in the opinion of counsel to LOGX) may be immediately
        sold to the public without registration or restriction (including, without limitation, as to volume by each holder thereof) under
        the Securities Act (the “Registration Period”), which Registration Statement (including any amendments or supplements
        thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material
        fact required to be stated therein, or necessary to make the statements therein not misleading.



 


2.       Asset
Purchase Agreement. The parties intend to execute and deliver an Asset Purchase in respect of the transactions contemplated
hereby and consistent with the terms of this letter agreement containing the following terms:


 


	Acquisition Parties:	
        Waywire

        LOGX 

	 	 
	Consideration:	
        The Consideration

	 	 
	Tax Treatment:	It is the intention of the parties that the Acquisition shall qualify as a
    taxable transaction under the Internal Revenue Code of 1986, as amended (the “IRC”). Subject to applicable
    law, nothing shall prevent Waywire from dissolving at any time and distributing the shares of LOGX Common Stock to the
    Waywire creditors and stockholders as determined by the Waywire board.



 


 


 


 






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	Representations and Warranties by LOGX:	
        Customary representations including, accuracy
        and completeness of the public disclosure, effectiveness of controls and procedures required by Rule 13a-15 or 15d-15 under the
        Securities Exchange Act of 1934, as amended, status of certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act
        of 2002, organization, subsidiaries, and good standing, litigation, capitalization, corporate power and authorization, no breach,
        valid and binding agreement, financial statements, no undisclosed liabilities, absence of certain developments and material adverse
        changes, title to property, contracts, tax matters, intellectual property, litigation, employee benefit plans, insurance, relationships
        with material suppliers and customers, compliance with laws, loans to officers and directors, market activities, brokerage, governmental
        consents, environmental compliance, employee and labor relations, accounts, effect of transaction, salaries of officers and directors,
        and certain activities of officers and directors.

	 	 
	Representations and Warranties by Waywire:	
        Customary representations including, accuracy
        and completeness of the effectiveness of controls, organization, subsidiaries, and good standing, litigation, capitalization, corporate
        power and authorization, no breach, valid and binding agreement, financial statements, no undisclosed liabilities, absence of certain
        developments and material adverse changes, title to property, liens and encumbrances, contracts, tax matters, intellectual property,
        litigation, employee benefit plans, insurance, relationships with material suppliers and customers, compliance with laws, loans
        to officers and directors, market activities, brokerage, governmental consents, environmental compliance, employee and labor relations,
        accounts, effect of transaction, salaries of officers and directors, and certain activities of officers and directors. The sole
        remedy against Waywire for breach of any representation or warranty shall be to offset against the shares of LOGX Common Stock
        (valued at the value of $0.15 per share) and any amounts payable to Waywire upon any sale of the Waywire Patents.

	 	 
	Conditions to Acquisition:	
        Customary conditions, including,
without limitation, the following: 







		·	Satisfaction by each party with its due diligence review of the other;



		·	LOGX shall be reasonably satisfied with its discussions with Bridge Bank;



		·	Accuracy and completeness of representations and warranties at date of the Asset Purchase Agreement
as well as at Closing Date;



		·	Performance by, or compliance with, each party of covenants required to be performed or complied
with thereby prior to or at the Closing Date;



		·	Receipt of mutually agreeable forms of closing documentation;



		·	Compliance by the parties with applicable “bulk sales” requirements relating to the
transactions contemplated hereby, unless LOGX shall opt not to so comply;



		·	Requisite third party consents have been obtained, including approval by the Board of Directors
of both parties and majority stockholders of Waywire;



		·	Evidence of the termination of any liens, security interests, or encumbrances on the Acquired Assets
or the business separation conducted thereby, other than liens associated with the loan outstanding to Bridge Bank, which loan
shall be an Assumed Liability;



		·	Requisite governmental approvals, consents and filings have been made or obtained;



		·	No action pending or threatened challenging the Acquisition or imposing limitations on the surviving
entity;



		·	No material adverse change in either party’s business;



		·	Waywire employees identified by LOGX shall have executed confidentiality and protection of intellectual
property agreements in form and substance reasonably satisfactory to LOGX;



		·	Employment or consulting agreements executed with such current employees of Waywire as shall be
reasonably designated by LOGX;



		·	Customary legal opinions of counsel for both parties;



		·	Current members of management of Waywire identified by LOGX shall enter into employment agreements
with Waywire in form and substance reasonably satisfactory to LOGX, which agreements shall provide for, among other things, the
continued service of the members of Waywire management at LOGX following the Closing Date;



		·	At the Closing, Waywire shall amend its corporate name and assign all rights to the name, logos,
trade dress, and related likenesses to LOGX; and



		·	Consummation by LOGX of a financing, whether equity, debt, or otherwise, or any combination thereof,
the gross proceeds of which equal or exceed $250,000.








 


 


 






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	Covenants and Agreements:	
        Customary covenants and agreements
including:







		·	Conduct of business pending Acquisition;



		·	Access to books and records;



		·	Following delivery of written notice to Waywire that LOGX has completed its material due diligence
and completed (or entered into definitive agreement to complete) the $250,000 LOGX financing, no consideration of other takeover
proposals by either party until March 2, 2017; provided, however, that LOGX may extend the exclusivity for additional weeks by
extending the Credit by an additional $12,500 per week extension.



		·	Regulatory filings, if required;



		·	Following the execution of the Asset Purchase Agreement, LOGX will promptly, at its expense, and
with the assistance and participation of Waywire (such assistance and participation, including, without limitation, the preparation
of all required disclosure and financial information relating to Waywire, at the expense of Waywire), (i) prepare and submit all
required documentation with governmental authorities, (ii) comply with all applicable legal, regulatory, and judicial requirements;



		·	Except as contemplated hereby, no issuance by Waywire of additional shares of capital stock or
the incurrence of indebtedness not incurred in the ordinary course of business without the prior written consent of LOGX;



		·	No liquidating or other dividends by any party;



		·	Indemnification by Waywire and the affiliates thereof in the event of liabilities other than the
Assumed Liabilities of Waywire for which LOGX shall for any reason become liable, undisclosed liens, security interests or other
encumbrances, and material misrepresentations and omissions by Waywire in the Asset Purchase Agreement;



		·	Confidentiality and Non-Solicitation; and



		·	No charter amendments by any party.








	 	 
	Termination:	
        Terminable (i) by mutual consent of the
        parties or (ii) by either party if the conditions to such party’s obligations are incapable of fulfillment or Acquisition
        shall not have occurred by March 2, 2017 unless extended by LOGX with payment of additional Credit for each one week extension.

         

	Amendment; Waiver:	
        Written consent of LOGX and Buyer

         

	Governing Law:	Delaware


 


3.       Governance
Following the Effective Time. Following the Effective Time, the governance of LOGX shall be as follows:


 


	Board of Directors:	
        The Board of Directors of LOGX following
        the Closing shall initially be comprised of six members, five of which shall be designees of LOGX and one of which shall be the
        designee of Waywire.

         

	Management:	
        The officers of LOGX immediately prior
        to the Closing shall continue to serve as the officers of LOGX commencing at the Closing, subject to the terms of their respective
        employment agreements.

         

        The officers of LOGX immediately prior
        to the Closing shall continue to serve as the officers of LOGX commencing at the Effective Time, subject to the terms of their
        respective employment agreements.



 


4.       Due
Diligence. Each of LOGX and Waywire (each, a “Party” and collectively the “Parties”)
shall afford to the employees, agents and authorized representatives of the other reasonable access at reasonable times, upon reasonable
prior notice, to their respective properties, offices, files, agreements, books and records as may be necessary in order that other
party hereto may have a full opportunity to conduct such investigations and due diligence reviews as it shall deem necessary in
connection with the transactions contemplated herein and by the Asset Purchase Agreement.


 


 


 






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5.       Confidentiality,
Non-disclosure. (a) As a condition to each Party furnishing information requested by the other Party pursuant to paragraph
4 above, the Parties each have agreed and do hereby agree to treat any information concerning the other Party (whether oral or
written and whether prepared by or on behalf of such Party) which is furnished by or on behalf of such Party (herein collectively
referred to as the “Evaluation Material”) as confidential and proprietary. The term “Evaluation Material”
shall include any documents or other information previously supplied by or on behalf of either Party, and also shall also include
information prepared by either Party or on such Party’s behalf based on Evaluation Material supplied by or on behalf of such
Party. The term “Evaluation Material” does not include information which (i) becomes generally available to
the public other than as a result of a disclosure by the other Party or its directors, officers, affiliates or employees, (ii)
becomes available to the other Party on a non-confidential basis from a source other than such Party or its advisors, provided
that such source is not bound by a confidentiality agreement with such Party or a third party, or (iii) has been independently
developed by either Party.


 


(b)       Each
Party hereby agrees that the Evaluation Material will be used solely for the purpose of evaluating a possible transaction between
the Parties, and that such information will be kept confidential by each Party and by all persons who receive Evaluation Material
directly or indirectly from either Party, which persons shall be limited to only those of either Party’s officers, employees
and advisors (including underwriters and underwriters’ counsel) who need to know such information and who will use such information
solely for the purpose of evaluating any such possible transaction. Any such person to whom Evaluation Materials is disclosed directly
or indirectly by a Party shall be informed by such Party of the confidential nature of such information and shall be directed to
treat such information confidentially.


 


(c)       In
the event that either Party or such Party’s representatives become legally compelled (by oral questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand or similar process) or otherwise believes it is required
by law to disclose any of the Evaluation Material, such Party (for the purposes of this paragraph, the “Disclosing Party”)
agrees that it or its representatives, as the case may be, will provide the other Party with prompt written notice of such request(s)
so that such other Party may seek a protective order or other appropriate remedy. In the event that such protective order or other
remedy is not obtained, the Disclosing Party agrees that it will furnish only that portion of the Evaluation Material and other
information which is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment
will be accorded to that portion of the Evaluation Material and other information which is being disclosed.


 


(d)       In
the event that the Parties do not proceed with the transaction which is the subject of this letter within a reasonable time frame
each Party shall either promptly return to the other Party or destroy all written Evaluation Material and any other written material
containing any information in or derived from the Evaluation Material, and will not retain any copies, extracts or other reproductions
in whole or part of such written material.


 


(e)       It
is understood that the non-breaching Party would sustain irreparable injury in the event of a breach of this letter agreement.
Accordingly, in the event of any such breach, the non-breaching Party will be entitled to seek and obtain immediate injunctive
relief. Nothing herein shall limit any legal or equitable right otherwise available to the non-breaching Party, including, but
not limited to, rights relating to trade secrets or intellectual property.


 


6.       Exclusivity.
In consideration of each Party’s committing time and expenses to its due diligence investigation of the other from the date
of this letter until the date 28 days from the date hereof, such Party will not, and will not authorize or permit its officers,
directors, stockholders, affiliates, employees, agents or representatives to, directly or indirectly, take any action to solicit,
initiate or encourage any Acquisition Proposal or engage in negotiations with, or disclose any nonpublic information relating to
such Party or any of its subsidiaries or afford access to the properties, books or records of such Party or any of its subsidiaries
to, any person that has advised such Party or otherwise publicized the fact that such person may be considering making, or that
has made, an Acquisition Proposal. Such Party agrees to promptly notify the other upon the receipt of any Acquisition Proposal
or any notice that any person is considering making an Acquisition Proposal or any request for nonpublic information relating to
such Party or any of its subsidiaries or for access to the properties, books or records of such Party or any of its subsidiaries
by any person that has advised such Party or otherwise publicized the fact that such person may be considering making, or that
has made, an Acquisition Proposal and will keep the other Party fully informed of the status and details of any such Acquisition
Proposal, indication or request. An “Acquisition Proposal” shall mean any offer or proposal for, or any indication
of interest in, a merger or other business combination involving such Party or any of its subsidiaries, if any, or the acquisition
of any significant equity interest in, or a significant portion of the assets of, such Party or any of its subsidiaries, other
than the transactions contemplated herein.


 


 


 


 






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7.       Costs.
Except as set forth on Annex B, each Party shall bear its own costs and expenses (including professional fees) in connection with
the negotiation of the definitive Asset Purchase Agreement and all documents associated therewith.


 


8.       Nature
of Agreement. It is understood that this Letter of Intent merely constitutes a statement of our mutual intentions with respect
to the Acquisition, does not contain all matters upon which agreement must be reached in order for the Acquisition to be consummated
and, therefore, does not constitute an obligation binding on either side. A binding commitment with respect to the Acquisition
will result only from execution and delivery of the definitive Asset Purchase Agreement, subject to the conditions expressed thereon.
Notwithstanding the foregoing, the provisions of Sections 5, 6, 7, and 8 are agreed to be fully binding on the parties upon execution
of this Letter of Intent and shall survive the termination of this Letter of Intent unless and until they are superseded by a definitive
Asset Purchase Agreement or other agreement between the parties hereto. This Letter of Intent shall be governed by the laws of
the State of New York, without regard to applicable principles of conflicts of laws. This Letter of Intent may be executed in two
or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same instrument.


 


9.       Best
Efforts. LOGX and Waywire will cooperate with each other to the fullest extent in the preparation of the definitive Asset Purchase
Agreement, the related agreements, and other necessary documentation and in obtaining all necessary consents, approvals and releases
from third parties. LOGX and Waywire will use their best efforts to negotiate and execute as soon as reasonably possible a definitive
Asset Purchase Agreement and all related agreements with respect to the Acquisition. LOGX and Waywire will use their best efforts
to take all steps necessary to permit the effectiveness of the Acquisition as soon as reasonably practicable, and in any event
by March 2, 2017.


 


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Please indicate your
confirmation of the foregoing by signing a copy of this letter of intent where indicated below.


 


Very truly yours,


 


PEERLOGIX, INC.


 


 


By:__________________________


Name:


Title:


 


 


Agreed to:


 


WAYWIRE NETWORKS, INC. 


 


 


By:____________________________


Name:


Title:


 


 


 


 


 


 


 


 


 


 


 


 


 






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Annex A


 


Excluded Assets


 


 


 


None


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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Annex B


 


Assumed Liabilities


 


 


 





	Bridge Bank	$158,333
	Trade Payables	$282,886
	Transaction Fees	$100,000
	 	 
	 	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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